EMPLOYMENT AGREEMENT


        THIS  AGREEMENT  is made as of the 26th day of  February,  1993,  by and
between  SOLA  Optical  USA,  Inc.  (the  "Company")  and  Theodore  Gioia  (the
"Executive").


                                   WITNESSETH:

        WHEREAS, the Executive is currently employed by the Company; and

        WHEREAS, the Company and the Executive wish to provide for the continued
employment of the  Executive  with the Company on the terms and  conditions  set
forth herein.

        NOW THEREFORE, in consideration of the foregoing premises and the mutual
agreements herein contained, the parties hereto agree as follows:

        1. Term of Employment.

        (a)  The  Company  hereby  agrees  to  continue  the  employment  of the
Executive  and the  Executive  hereby  accepts  continued  employment  with  the
Company,  in the position and with the duties and  responsibilities as set forth
in  Section  2 hereof  for the term of  employment  under  this  Agreement  (the
"Term"), subject to the terms and conditions of this Agreement.

        (b) The Term shall  commence  as of the date  hereof and shall  continue
until (but not including) the second anniversary of that date or such later date
to which the 



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Term may be extended in accordance with the provisions of Section 7 hereof.

        2. Position; Duties and Responsibilities. During the Term, the Executive
shall be  employed by the Company as Vice  President  Strategic  Planning of the
SOLA Group.  The duties and  responsibilities  of the  Executive  shall be those
currently  assigned to the Executive and such other duties and  responsibilities
as the Company,  in its sole  discretion,  shall assign to Executive,  including
duties and  responsibilities  which relate to the  operations of, or are for the
benefit of,  subsidiaries  and  affiliates of the Company.  During the Term, the
Executive  shall serve the Company  faithfully  and  diligently and shall devote
full  working  time and  attention  exclusively  to the  Executive's  duties and
responsibilities  hereunder.  During  the period of the  Executive's  employment
under this  Agreement,  the Executive shall be assigned to such of the Company's
works or offices or the works or offices of any  subsidiary  or affiliate of the
Company  as  may  reasonably  be  determined   (bearing  in  mind  the  personal
circumstances  of, and following  discussion  with, the Executive)  from time to
time by the Board of Directors of the Company.

        3.  Compensation.  During the Term, the Executive shall receive a salary
at a rate that is not less than the rate in effect on the date  hereof,  payable
in accordance with the Company's standard payroll practices and subject to

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discretionary   increases  in  accordance  with  the  Company's   normal  review
procedures and policies.

        4. Benefits.

        (a) During the Term,  the Executive  shall be eligible to participate in
the pension,  life  insurance,  medical,  hospitalization,  disability and other
employee  benefit plans of the Company  specified on the attached  Schedule.  In
addition, the Executive shall be entitled to the other benefits specified on the
attached Schedule.

        (b) During the Term,  the Company  shall  reimburse  the  Executive  for
reasonable and necessary expenses related to the Executive's  performance of the
Executive's  duties under the Agreement,  upon  submission of detailed  vouchers
theref or in accordance with the Company's  standard practices as in effect from
time to time.

        5. Termination of Employment.

        (a)  A  termination  by  the  Company  of  the  Executive's   employment
automatically  terminates  the  Term  as of the  date  of  such  termination  of
employment. If a termination of the Term by the Company is for Cause (as defined
in Section 6 hereof),  then the  Company  shall  provide the  Executive  (or the
Executive's  estate) with written  notice to that effect  within 30 days of such
termination.

        (b) A termination by the Executive of the  Executive's  employment  will
automatically  terminate  the  Term  as of  the  date  of  such  termination  of
employment; provided,

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however, that the Executive must give, the Company written notice at least three
months prior to such  termination (or such shorter period as may be consented to
by the Company).  The Company shall not  unreasonably  withhold its consent to a
notice  period of less  than  three  months.  A  termination  of the Term by the
Executive  for Good Reason (as defined in Section 6 hereof)  shall be treated as
such only if the  Executive,  in the written notice  referred to above,  makes a
statement  to that effect and  describes  the  circumstances  constituting  Good
Reason.

        (c) The Term  will automatically terminate  upon the death or Disability
(as defined in Section 6 hereof) of the Executive.

        (d) In the event  that the Term is  terminated  (i) by the  Company  for
Cause (ii) by the Executive other than for Good Reason,  or (iii) as a result of
the Executive's  death or Disability,  then, as of the date of such termination,
the Company shall have no further obligations to the Executive hereunder,  other
than for salary through the date of the termination.

        (e) In the event that the Term is terminated (i) by by the Company other
than for Cause or (ii) by the Executive for Good Reason,  then the Company shall
continue to pay the Executive, in accordance with the Company's standard payroll
practices,  the Executive's  salary, at the rate in effect pursuant to Section 3
hereof as of the date of such

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termination,  through  the  date on which  the Term  would  expire  pursuant  to
Sections 1 and 7 hereof (without regard to the operation of this Section 5) were
the Company to have given  written  notice  pursuant to Section 7 on the date of
such termination.

        (f) Upon  any  termination  of the Term  described  in  Subsection  5(e)
hereof, the Executive's employment with  the Company shall be deemed to continue
through  the date on which the Term would  expire  pursuant  to Sections 1 and 7
hereof  (without  regard to the operation of this Section 5) were the Company to
have given written notice pursuant to Section 7 on the date of such  termination
for purposes of determining (i) the Executive's coverage under the pension, life
insurance, medical, hospitalization, disability and other employee benefit plans
of the Company  specified  on the  attached  Schedule  and (ii) the  Executive's
entitlement to the other benefits specified on the attached Schedule;  provided,
however,  that the Executive  will not be entitled to any benefit  (other than a
reimbursement for repatriation costs) under any plan designed to provide for the
payment of expatriation  expenses after the date on which such Executive  ceases
to reside in the United States.

        6. Definitions.

        "Cause"  means (i) a material  breach by the  Executive  of the terms of
this  Agreement,  including,  but  not  limited  to,  a  disclosure  of  Company
Confidential Information

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or Affiliate Confidential Information in violation of Section 8 hereof, (ii) the
commission  by  the  Executive  of a  felony  or  an  act  which  is  materially
detrimental to the Company's  reputation,  (iii) the commission by the Executive
of acts of fraud, material dishonesty or gross misconduct in connection with the
business of the Company,  or (iv) repeated and willful  failure by the Executive
to perform the Executive's  duties hereunder after a demand for such performance
is delivered to the Executive by the Company.

        "Disability"  means an inability on the part of the Executive to perform
in  accordance  herewith  by reason of a mental or  physical  disorder or injury
constituting "long-term disability" as defined under the Company's medical plans
as in effect from time to time.

        "Good Reason" means a termination on account of a substantial diminution
of the Executive's  responsibilities  within the Company, unless such diminution
results  from  a  sustained   inability   on  the  part  of  the   Executive  to
satisfactorily perform the Executive's duties under this Agreement or any reason
constituting Cause.

        7.  Extension.  The Term shall  continue in effect  following the second
anniversary  of the date hereof unless and until either (i) the Executive  gives
written notice to the Company of the  termination  thereof at least three months
in advance or (ii) the Company gives written notice to the

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Executive of the termination thereof at least twelve months in advance.

        8. Covenant Not to Compete;  Confidentiality.  The Executive  recognizes
that  the  services  to  be  performed   hereunder  are  special,   unique,  and
extraordinary  and that by reason of the Executive's  prior  employment with the
Company and the  employment  contemplated  by this  Agreement  the Executive has
acquired and will acquire confidential  information and trade secrets concerning
the Company's operations ("Company Confidential Information") and the operations
of  its   parent  and   affiliates   ("Affiliate   Confidential   Information").
Accordingly, it is agreed that:

        (a) During the Term,  and for the greater of one year following the Term
or any period  following the Term covered by payments  provided for in Section 5
hereof, the Executive will not, directly or indirectly, as an officer, director,
stockholder,  partner,  associate,  owner,  employee,  consultant  or otherwise,
become or be  interested in or associated  with any other  corporation,  firm or
business  engaged  in the same or a similar  or  competitive  business  with the
Company or any of its affiliates in any  geographical  area in which the Company
or any of its  affiliates  are  then  engaged  in  business,  provided  that the
Executive's ownership,  directly or indirectly,  of not more than one percent of
the  issued  and  outstanding  stock of a  corporation  the  shares of which are
regularly traded on a

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national securities exchange or in the over-the-counter market shall not, in any
event, be deemed to be a violation of this subsection.

        (b) The Executive shall not divulge to any entity or person,  other than
the  Company  or its  affiliates,  or,  in the  event of an  assignment  of this
Agreement  pursuant to Section 13 hereof,  the assignee and its  affiliates,  if
any, whether during the Term or after the expiration or termination thereof, any
Company  Confidential  Information  concerning  the  Company's  customer  lists,
research or development  programs or plans,  processes,  methods or any other of
its trade secrets,  except  information  that is then available to the public in
published  literature  and  became  publicly  available  through no fault of the
Executive.

        (c) The Executive  shall not divulge to any person or entity,  including
an assignee of this Agreement and its affiliates,  but excepting the Company and
its  affiliates,  whether during the Term or after the expiration or termination
thereof,  any  Affiliate  Confidential  Information  acquired  by the  Executive
concerning  the  customer  lists,  research  or  development  programs or plans,
processes,  methods or any other trade  secrets of the parent or any  affiliate,
except information which is then available to the public in published literature
and became publicly available through no fault of the Executive.

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        (d) The Executive  acknowledges  that all  information the disclosure of
which is prohibited hereby is of a confidential and proprietary character and of
great  value  to  the  Company  and  its  affiliates.  Upon  the  expiration  or
termination of the Term, the Executive shall forthwith deliver up to the Company
all records,  memoranda,  data and documents of any  description  which refer or
relate in any way to Company Confidential  Information or Affiliate Confidential
Information  and return to the Company any of its equipment  and property  which
may then be in the  Executive's  possession  or under the  Executive's  personal
control.  Upon the  assignment  of this  Agreement,  pursuant to Section 13, the
Executive shall forthwith deliver up to the Company all records, memoranda, data
and documents of any  description  which refer or relate in any way to Affiliate
Confidential  Information  and return to the  Company any of its  equipment  and
property  which  may  then  be  in  the  Executive's  possession  or  under  the
Executive's personal control.

         (e) The  Executive  agrees  during  the Term and for a two year  period
after the  expiration or  termination  thereof not to disclose the terms of this
Agreement  to any  person  other  than the  Executive's  immediate  family,  the
Executive's  attorneys,   accountants  and  other  professional  advisors  or  a
prospective employer permitted hereby, except as otherwise required by law.

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        (f) The  Company  shall be  entitled,  in addition to any other right or
remedy  that it may have at law or in equity  with  respect  to a breach of this
Agreement by the Executive  (including the right to terminate  payments pursuant
to Subsection 5(d) hereof),  to an injunction,  without the posting of a bond or
other  security,  enjoining or  restraining  the Executive from any violation or
threatened  violation of this section,  and the Executive hereby consents to the
issuance of such an injunction.

        9.  Mitigation.  The  Executive  shall not be required  to mitigate  the
amount of any payments or benefits provided for in Subsection 5(e) or Subsection
5(f) hereof by seeking other  employment or a consultancy  with any other entity
or otherwise,  but the Executive  shall notify the Company of any  employment or
consultancy  engaged  in by the  Executive  during  the  period  covered  by any
payments or benefits  provided in Subsection  5(e) or Subsection 5(f) hereof and
(i) the  amounts  payable  pursuant to  Subsection  5(e) shall be reduced by the
amount of any salary,  discretionary  bonus, fees, stock,  stock options,  stock
dividends or any non-cash  consideration so paid or payable with respect to such
period and (ii) the benefits to be provided pursuant to Subsection 5(f) shall be
reduced by any comparable  benefits  available with respect to such period.  The
amounts payable pursuant to Subsection 5(e) and the benefits  provided  pursuant
to Subsection 5(f) shall not be

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reduced by any payment due under the Pilkington  plc Special  Incentive Plan for
Key Sola Management Executives.

        10.  Non-Alienation.  The Executive  shall not have any right to pledge,
hypothecate, anticipate or in any way create a lien upon any payment or benefits
provided  under  this  Agreement,  and no such  payment  or  benefits  shall  be
assignable in anticipation  of payment either by voluntary or involuntary  acts,
or by operation of law.

        11. Notices.  All notices given  hereunder will be deemed  sufficient if
given in writing and delivered  either  personally or sent by certified  mail to
the Executive at the Executive's address set forth in the records of the Company
or to the Company at its principal offices for the attention of the President of
the Company,  or, in either case,  to such other  persons or addresses as either
party may request by notice.

        12.  Governing Law. This  Agreement  shall be governed by  and construed
and  enforced in  accordance  with the laws of the State of  California  without
reference to principles of conflicts of laws.

        13.  Assignment. This  Agreement  may  be assigned by the Company to any
non-affiliate of the Company that shall succeed to all or a substantial  portion
of the business and assets of the Company.  In addition,  this  Agreement may be
assigned by the Company to any  subsidiary  or affiliate of the Company.  In the
event of any assignment of this

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Agreement,  the Company  shall,  concurrently  with such  assignment,  cause the
assignee  to  assume  the  obligations  of the  Company  hereunder  by a written
agreement  addressed to the  Executive  with the same effect as if such assignee
were the  "Company"  hereunder.  The Executive  acknowledges  and agrees that in
consideration for entering into this Agreement,  the Executive's  obligations to
the Company set forth in Section 8 hereof shall survive assignment and remain an
obligation  owed  by  the  Executive  to  the  Company.  The  Executive  further
acknowledges  that the Company  shall  retain its rights under  Subsection  8(f)
hereof with respect to the  enforcement  of the  Executive's  obligations to the
Company  under  Section 8. This  Agreement is personal to the  Executive and the
Executive may not assign any rights or delegate any  responsibilities  hereunder
without the prior approval of the Company.

        14. Arbitration.  With respect to any controversy arising out of or with
respect to this Agreement,  or the subject matter hereof, such controversy shall
be settled by final and binding arbitration in California in accordance with the
then-existing  rules  (the  "Rules")  of the  American  Arbitration  Association
("AAA") and judgement upon the award rendered by the  arbitrators may be entered
in any  court  having  jurisdiction  thereof;  provided,  however,  that the law
applicable  to any  controversy  shall be the law of the  State  of  California,
regardless of its or any jurisdiction's

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choice of law principles.  In any such arbitration,  the award or decision shall
be rendered by a majority of the members of a Board of Arbitrators consisting of
three  members,  one of whom shall be  appointed  by each party and the third of
whom shall be the chairman of the panel and be  appointed by mutual agreement of
the two party-appointed arbitrators. In the event of a failure of the two party-
appointed  arbitrators  to agree  within sixty days of the  commencement  of the
arbitration  proceeding upon the appointment of the third arbitrator,  the third
arbitrator  shall be appointed by the AAA in accordance  with the Rules.  In the
event that either party shall fail to appoint an  arbitrator  within thirty days
after the  commencement of the arbitration  proceeding,  such arbitrator and the
third arbitrator shall be appointed by the AAA in accordance with the Rules. Any
award made in favor of the Executive  shall be limited to a recovery of contract
damages  limited to  foreseeable  damages  which are a direct  consequence  of a
breach  of this  Agreement.  In  further  limitation  of any  award  made to the
Executive, the arbitrators are not empowered to award any other damages or order
any other  remedy  including,  but not limited  to,  compensatory  and  punitive
damages.

        15.  Sale of the  Company.  In the  event  of a  transfer,  pursuant  to
privately negotiated transaction, of substantially all of the stock or assets of
the Company, the

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Company shall either (i) assign this  Agreement,  pursuant to Section 13 hereof,
to an  affiliate  (of the  Company  prior to the  transfer)  or (ii)  cause  the
transferee,  or an affiliate of the transferee to assume the  obligations of the
Company  hereunder by a written  agreement  addressed to the Executive  with the
same effect as if such  transferee or affiliate of the  transferee,  as the case
may be, were the "Company"  hereunder.  For purposes of this section,  a sale of
stock as part of a  public  offering  shall  not be  treated  as  pursuant  to a
privately negotiated transaction.

        16.  Entire  Agreement. This  Agreement  contains  the entire  agreement
between the Company and the Executive  concerning  the subject matter hereof and
supersedes all prior agreements, understandings,  discussions, negotiations, and
undertakings, whether written or oral, between them with respect thereto.

        17. Amendment or Waiver.  This Agreement cannot be changed,  modified or
amended without the consent in writing of both the Executive and the Company. No
waiver by either  the  Company or the  Executive  at any time of a breach by the
other party of any  condition or provision of this  Agreement  shall be deemed a
waiver of a similar or  dissimilar  condition or provision at the same or at any
prior or  subsequent  time.  Any  waiver  must be in  writing  and signed by the
Executive or an authorized representative of the Company, as the case may be.

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        18.  Severability.  In the event that any  provision  or portion of this
Agreement shall be determined to be invalid or unenforceable  for any reason, in
whole or in part, the remaining provisions of this Agreement shall be unaffected
thereby  and  shall  remain  in full  force and  effect  to the  fullest  extent
permitted by law.

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

                                                       SOLA Optical USA, Inc.

                                                        /s/ Stephen J. Lee
                                                       -------------------------
                                                       By: Stephen J. Lee
                                                           Vice President


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

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Schedule ot Continuing  Benefits  Entitlement  Pursuant to Paragraph 4(a) of the
Attached Agreement between SOLA Optical USA Inc. and Theodore Gioia

Copies of the rules and details of the  following  benefits are  available  from
Stephen J. Lee, Vice President Human Resources, The SOLA Group.


1. Participation in the SOLA Group Management Incentive Plan.

2. Participation  in the  Pilkington  Visioncare  Long  Term  Bonus  plan or its
   successor.

3. Participation  in the SOLA Group Healthcare and Insurance Plans in accordance
   with Company Policy.

4. Payment of an Executive Healthcare Supplement.

5. Participation  in  the  Pilkington  Visioncare  Pension  plan  or  equivalent
   successor plan.

6. Participation  in  the  Pilkington  Visioncare  Retirement  Savings  Plan  or
   equivalent successor plan.