BOLLE INC, S-1/A, 1997-11-28

BOLLE INC
S-1/A, 1997-11-28
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 28, 1997

REGISTRATION NO. 333-40279

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER

THE SECURITIES ACT OF 1933

Amendment No. 1

BOLLE INC.

(Exact name of registrant as specified in its charter)

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DELAWARE 3851 13-373-4135
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation) Classification Code Number) Identification No.)

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555 THEODORE FREMD AVENUE, SUITE B-302, RYE, NEW YORK 10580, (914) 967-9400

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

MARTIN E. FRANKLIN
555 THEODORE FREMD AVENUE, SUITE B-302
RYE, NEW YORK 10580
(914) 967-9400

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

WITH COPY TO:
WILLIAM J. GRANT, ESQ.
WILLKIE FARR & GALLAGHER
ONE CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NEW YORK
(212) 821-8000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF OFFERING AGGREGATE AMOUNT OF
SECURITIES AMOUNT TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE PRICE(1) FEE (2)
- -------------------------------- -------------- ----------- ------------- --------------
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Common Stock, $.01 par value ... $ $22,980,000 $6,963.64
- -------------------------------- -------------- ----------- ------------- --------------
- ------------------------------------------------------------------------------------------
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(1) Based on the book value of the securities to be registered as of
September 30, 1997 for purposes of determining the Registration Fee
pursuant to Rule 457(f)(2) under the Securities Act of 1933, as
amended.
(2) Previously Paid.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.

SUBJECT TO COMPLETION NOVEMBER 28, 1997

BOLLE INC.

COMMON STOCK

This Prospectus is being furnished to stockholders (the "BEC
Stockholders") of BEC Group, Inc. ("BEC"), a Delaware corporation, in
connection with the Spinoff (as defined below) pursuant to which BEC
Stockholders will receive shares of common stock of Bolle Inc., a
Delaware corporation (the "Company" or "Bolle") in a pro rata distribution
(the "Spinoff"). The Spinoff will occur on December , 1997, prior to the
closing of the proposed merger (the "Merger") of ILC Technologies, Inc., a
California corporation ("ILC") with and into BILC Acquisition Corp., a
Delaware corporation and wholly owned subsidiary of BEC ("Acquisition
Corp."), which Merger BEC Stockholders will be requested to approve after the
effective time of the Spinoff (the "Effective Time"). The Spinoff does not
require stockholder approval and is not conditioned upon the closing of the
Merger. The Spinoff and the Merger are referred to herein as the
"Transactions."

As a result of the Spinoff, holders of the common stock, par value $.01
per share of BEC (the "BEC Common Stock") will receive one share of Bolle
Common Stock (as defined below) for every three shares of BEC Common Stock
held on the Record Date (as defined below). The market value of the Bolle
Common Stock to be distributed to the BEC Stockholders pursuant to the
Spinoff cannot be determined prior to the Spinoff.

The Merger will be effected pursuant to an Agreement and Plan of Merger
(the "Merger Agreement"). As consideration for the Merger, BEC will issue to
shareholders of ILC, after certain adjustments, 2.18 shares of BEC Common
Stock for each outstanding share of ILC's common stock (assuming conversion
of the principal amount of all of BEC's 8% convertible subordinated notes and
consummation of a one for two reverse stock split of the BEC Common Stock).
BEC has the right to terminate the Merger Agreement if a majority of the BEC
Stockholders fail to approve the Merger Agreement and the related issuance of
BEC Common Stock at the special meeting of BEC Stockholders to be held after
the Effective Time.

The Company is a wholly owned subsidiary of BEC. BEC is a holding company
for two businesses, ORC Technologies, Inc. ("ORC") which manufactures and
markets lighting, electronic and electroformed products, and the Company,
which manufactures and markets Bolle(Registered Trademark) premium
sunglasses, sport shields, goggles and safety and tactical eyewear. The
Company was organized on February 3, 1997 to effect the July 1997 acquisition
by BEC of Holding B.F., the French holding company that owned the
Bolle(Registered Trademark) design, manufacturing and certain distribution
interests, including the worldwide rights to the Bolle(Registered Trademark)
brand for the Company's products. The Company is also a holding company, the
principal subsidiaries of which are Bolle America, Inc., a Delaware
corporation ("Bolle America") and Holding B.F., a French corporation ("Bolle
France"). The Company expects that, pursuant to a Bill of Sale and Assignment
Agreement to be entered into between BEC and the Company prior to the
Effective Time (the "Contribution Agreement"), (i) BEC will assign to the
Company all of BEC's assets other than assets related to the ORC Business (as
defined in the Contribution Agreement) and certain other specified assets
retained by BEC; and (ii) the Company will assume all of BEC's liabilities
prior to the Spinoff other than those related to the ORC Business. The assets
assigned to, and the liabilities assumed by, the Company pursuant to the
Contribution Agreement are referred to herein as the "Non-ORC Business." See
"The Spinoff--Transfer of the Non-ORC Business to the Company" and "Risk
Factors--Risks Associated with the Spinoff."

The board of directors of BEC (the "BEC Board") has determined the record
date of the Spinoff (the "Record Date") to be December , 1997.

No additional consideration will be paid by the BEC Stockholders for the
shares of common stock par value $.01 per share of the Company (the "Bolle
Common Stock") to be received by them in the Spinoff. There is currently no
public trading market for the shares of Bolle Common Stock. Application will
be made to list the Bolle Common Stock on the Nasdaq National Market
("Nasdaq") under the symbol " ". See "THE SPINOFF."

The Spinoff is not conditioned upon the closing of the Merger. The Merger
is conditioned upon the consummation of the Spinoff and, among other things,
approval by the BEC Stockholders of the Merger Agreement and the transactions
contemplated thereby, as well as of the related issuance of BEC Common Stock,
which approval will be sought pursuant to the proxy materials which accompany
this Prospectus (the "Proxy Materials"). The Spinoff will occur prior to the
date on which the Merger will be consummated.

SEE "RISK FACTORS" COMMENCING ON PAGE 9 FOR MATTERS THAT SHOULD BE
CONSIDERED WITH RESPECT TO THE SHARES OF BOLLE COMMON STOCK.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

December , 1997.

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ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C. 20549, a Registration Statement on Form S-1,
Commission File No. 333-40279, under the Securities Act with respect to the
shares of the Bolle Common Stock. This Prospectus, which is part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement and the exhibits and schedules thereto. For
further information with respect to the Company and the Bolle Common Stock,
reference is made to the Registration Statement and the exhibits and
schedules filed therewith. Statements contained in this Prospectus as to the
contents of any contract or any other document to which reference is made are
necessarily summaries thereof, and in each instance reference is made to the
copy of such contract or other document filed as an exhibit to the
Registration Statement, each such statement being qualified in all respects
by such reference. Any interested party may inspect the Registration
Statement, without charge, and copied at prescribed rates, at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, or at its regional offices located at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and Seven World Trade Center, Suite 1300, New York, New York
10048. In addition, the Commission maintains a website that contains the
Registration Statement. This website can be accessed at www.sec.gov. Copies
of such material can be also be obtained from the Company upon request by
contacting the Company at its principal executive office.

Following the Spinoff, the Company will be subject to the informational
requirements of the Exchange Act and, in accordance therewith, will file
reports, proxy statements and other information with the Commission. The
reports, proxy statements and other information which will be filed by the
Company with the Commission will be available for inspection and copying at
the Commission's public reference facilities referred to above. Copies of
such material will be obtainable by mail at prescribed rates by writing the
Public Reference Branch of the Commission at the address referred to above.
In addition, reports, proxy statements and other information concerning the
Company will be available for inspection at the offices of the Nasdaq located
at 1735 K Street, N.W., Washington, D.C. 20006.

The Company intends to furnish its stockholders with annual reports
containing financial statements audited by an independent public accounting
firm and quarterly reports for the first three quarters of each fiscal year
containing unaudited interim financial information.

TABLE OF CONTENTS

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PAGE
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Summary .................................................................................. 3
Risk Factors ............................................................................. 9
The Company .............................................................................. 16
The Spinoff .............................................................................. 17
Selected Financial Data .................................................................. 21
Management's Discussion and Analysis of Financial Condition and Results of Operations ... 22
Business ................................................................................. 24
Management ............................................................................... 35
Executive Compensation ................................................................... 37
Certain Relationships and Related Transactions ........................................... 40
Security Ownership of Certain Beneficial Owners and Management ........................... 42
Description of Capital Stock ............................................................. 43
Validity of Shares ....................................................................... 47
Experts .................................................................................. 47
Index to Financial Statements ............................................................ F-1
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SUMMARY

The following is a summary of certain information contained elsewhere in
this Prospectus. Reference is made to, and this Prospectus Summary is
qualified in its entirety by, the more detailed information, including the
Consolidated Financial Statements and notes thereto, contained herein. Unless
the context otherwise requires, the term the "Company" or "Bolle" refers to
Bolle Inc., a Delaware corporation, and its consolidated subsidiaries; the
term "Bolle America" refers to Bolle America, Inc., a Delaware corporation
and wholly owned subsidiary of the Company; and the term "Bolle France"
refers to Holding B.F., a French corporation and wholly owned subsidiary of
the Company, and its consolidated subsidiaries. Unless otherwise noted, the
business description of the Company, the financial statements and other
financial information relating to the Company and data and information as to
the shares of Bolle Common Stock give effect to the Spinoff.

THE COMPANY

The Company designs, manufactures and markets premium sunglasses and sport
shields, goggles and safety and tactical eyewear under the Bolle(Registered
Trademark) brand. Bolle(Registered Trademark) products enjoy worldwide
recognition and a high quality image in the sport and active lifestyle
markets, particularly skiing, golf and cycling as well as a growing
reputation in the larger, fashion driven recreational sunglass market. The
Company's safety and tactical business, which accounts for approximately half
of the Company's aggregate unit sales, serves the specialty segment of the
safety eyewear market, including laser protection products and military
applications.

The recent creation of Bolle was completed to combine the Company's
ownership of the worldwide rights to the Bolle(Registered Trademark)
trademark for the Company's products with its international manufacturing and
distribution capabilities under one organization, which the Company believes
will allow it to expand its business and enhance its profitability. This
organization enables the Company to develop and execute a consistent and
unified marketing strategy targeted at promoting the Company's competitive
advantages. The Company believes that its competitive advantages include its
strong brand name, integrated design, production and marketing capabilities,
superior technology, specialized product offerings and established
international distributors in over 40 countries around the world. The Company
will seek to integrate these international distributors into a cohesive
worldwide network and add new distributors through acquisitions or
distributorship agreements.

In recent years, the retail sunglass market has experienced the emergence
of a specific premium market, reflected by increased sales of higher-priced
and quality-oriented products. The Company competes in the premium sunglass
market. The factors which contribute to the growth of this market include
advancements in product technology, growing demand for specialized sunglasses
leading to multiple purchases, increased health concerns and greater fashion
and image content. Safety and tactical eyewear products may be designed for
general or special purpose. The Company competes in the special purpose
safety and tactical eyewear market. The factors which contribute to the
growth of this market include increasing regulation of safety eyewear, new
special purpose applications, advancements in product technology, and growing
demand for more style-oriented products. The Company believes that both its
sunglass and safety and tactical eyewear products, with their increased
user-specific characteristics and proven long-standing reputation for style
and high performance, are suited to today's consumer preferences in their
respective markets.

The Company has recently announced the following corporate developments
which constitute a significant start to its growth strategy:

Supply Agreement for Metal Eyewear. Consistent with its traditional focus
on technological innovation, the Company has entered into a three-year
exclusive supply agreement dated October 23, 1997 (the "Alyn Supply
Agreement") with Alyn Corporation ("Alyn"), a manufacturer of specialized
metal frames, to create premium sunglass frames using Boralyn(Registered
Trademark), a special patented metal matrix providing greater strength and
stiffness to weight ratios than titanium, which is currently considered the
leading metal for advanced metal eyewear.

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Exclusive Distribution Agreement for Safety Eyewear Products. The Company
has entered into a distribution agreement (the "Howard Leight Distribution
Agreement") with Howard Leight Industries ("Howard Leight"), a major
distributor of safety products in North and South America, which, to date,
had not offered safety eyewear. This agreement will enable the Company to
launch Bolle(Registered Trademark) safety eyewear products in North and South
America. Exclusivity is conditioned on minimum annual purchases from the
Company, beginning at U.S. $6,500,000 for 1998 and increasing annually
through 2003, at which time future minimum levels must be determined by
agreement between the parties. The Company expects that, if these minima are
met, the incremental sales resulting from this Agreement would increase the
Company's total safety business by 50% in 1998.

As a result of the Spinoff, the Company will become an independent,
publicly held company. The executive officers and members of the BEC Board
generally will be executive officers and directors of the Company after the
Spinoff. See "MANAGEMENT." Together with the other stockholders of Bolle, BEC
has taken certain actions on behalf of Bolle prior to the Spinoff including:
(i) the election of directors and ratification of the directors' election of
officers; and (ii) approval of the Company's Amended and Restated Certificate
of Incorporation (the "Certificate of Incorporation"), increasing the number
of authorized shares of Bolle Common Stock and Bolle preferred stock to be
issued in connection with the Spinoff. See "DESCRIPTION OF CAPITAL STOCK."

The Company is incorporated in Delaware. Its principal executive offices
are located at 555 Theodore Fremd Avenue, Rye, New York 10580, and its
telephone number if (914) 967-9400.

An investment in shares of Bolle Common Stock is subject to various risks.
See "RISK FACTORS."

THE TRANSACTIONS

As one of the conditions of closing of the Merger, BEC will transfer the
Non-ORC Business to the Company and distribute all of its shares of Bolle
Common Stock, pro rata, to the BEC Stockholders. In the Spinoff, each BEC
Stockholder will receive one share of Bolle Common Stock for every three
shares of BEC Common Stock held of record by such Stockholder on the Record
Date. See "RISK FACTORS--Risks Associated With the Spinoff" and "DESCRIPTION
OF CAPITAL STOCK." The purpose of the Spinoff is to permit the BEC
Stockholders to retain their interest in the Company while at the same time
enabling BEC to focus on its specialty lighting, electronic and electroformed
products business.

Pursuant to the Merger Agreement, BEC has agreed to acquire ILC by merging
ILC with and into Acquisition Corp. As consideration for the Merger, BEC will
issue to shareholders of ILC, after certain adjustments, 2.18 shares of BEC
Common Stock for each outstanding share of ILC common stock (assuming
conversion of all of BEC's 8% Convertible Subordinated Notes and consummation
of a one for two reverse stock split of the BEC Common Stock). BEC has the
right to terminate the Merger Agreement if a majority of the BEC Stockholders
fail to approve the Merger Agreement and the related issuance of BEC Common
Stock at the special meeting of BEC Stockholders to be held after the
Effective Time. A complete description of the terms of the Merger and the
Merger Agreement is contained in the Proxy Materials that accompany this
Prospectus.

BEC Preferred Stock and Warrants to Purchase BEC Common Stock. In
connection with the Spinoff, it is anticipated that BEC will cancel all
shares of its Series A Preferred Stock (the "BEC Preferred Stock")
outstanding as of , 1997 and the Company will issue in exchange to each
holder of canceled BEC Preferred Stock, shares of its Series B Preferred
Stock (the "Bolle Series B Preferred Stock") in proportion to the number of
shares of BEC Preferred Stock held by such holder prior to the cancellation.
No shares of Bolle Common Stock will be issued to the holders of outstanding
shares of Bolle Series B Preferred Stock pursuant to the Spinoff. It is
further anticipated that, in connection with the Spinoff, BEC will cancel all
warrants (the "BEC Warrants") to purchase 2,130,000 shares of BEC Common
Stock outstanding as of , 1997 and the Company will issue in exchange
to each holder of canceled BEC Warrants, warrants to purchase Bolle Common
Stock (the

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"Bolle Warrants") in proportion to the number of BEC Warrants held by such
holder prior to the cancellation. No shares of Bolle Common Stock will be
issued to holders of outstanding Bolle Warrants pursuant to the Spinoff. See
"THE SPINOFF--BEC Preferred Stock and Warrants" and "DESCRIPTION OF CAPITAL
STOCK--Preferred Stock" and "--Warrants."

Treatment of BEC Options. Outstanding unexercised options and stock
appreciation rights (the "BEC Options") issued pursuant to the BEC 1996 Stock
Incentive Plan (the "BEC Option Plan") that are not exercisable on or prior
to the Effective Time will not become vested and exercisable solely by reason
of the consummation of the Spinoff. However, it is anticipated that, in
connection with the Spinoff, the committee administering the BEC Option Plan
will, pursuant to the provisions of the BEC Option Plan, make adjustments to
all BEC Options as follows: BEC Options outstanding with respect to employees
who will be employed by the Company after the Spinoff will be canceled in
exchange for options to purchase Bolle Common Stock on similar terms and
conditions and with an equivalent economic value to the canceled BEC Options.
BEC Options with respect to employees who will continue to be employed by BEC
after the Spinoff shall have the exercise price adjusted to reflect the
economic value of the Spinoff.

Spinoff Record Date. The BEC Board has determined the Record Date to be
December , 1997.

Other Agreements. Prior to the Spinoff, the Company and BEC will enter
into a number of other ongoing arrangements, including a Management Services
Agreement (the "Management Services Agreement"), the Contribution Agreement
and an Indemnification Agreement (the "Indemnification Agreement"). The
Company will assume all of BEC's liabilities prior to the Spinoff other than
those related to the ORC Business (as defined in the Contribution Agreement)
and will be required to indemnify BEC against all of BEC's liabilities prior
to the Spinoff, excluding most, but not all, liabilities of BEC related to
the ORC Business. See "THE SPINOFF--Transfer of the Non-ORC Business to the
Company" and "RISK FACTORS--Risks Associated with the Spinoff."

Conditions. Consummation of the Spinoff does not require BEC Stockholder
approval and is not conditioned upon the closing of the Merger and will occur
prior thereto. The closing of the Merger is conditioned upon the consummation
of the Spinoff, approval of the Merger Agreement and the transactions
contemplated thereby as well as of the related issuance of BEC Common Stock
by BEC Stockholders, and other customary closing conditions. See "THE
SPINOFF--Conditions."

Certain Federal Income Tax Consequences. The receipt of the Bolle Common
Stock by the BEC Stockholders will be a taxable transaction for Federal
income tax purposes. See "THE SPINOFF--Certain Federal Income Tax
Consequences" in this Prospectus.

Interests of Certain Persons in the Spinoff. The executive officers and
members of the BEC Board, who generally will be executive officers and
directors of the Company after the Spinoff, have interests in the Spinoff
that are in addition to their interests as BEC Stockholders generally and
which may create potential conflicts of interest. These interests relate to
the Management Services Agreement, the Contribution Agreement and the
Indemnification Agreement entered into between the Company and BEC, in
addition to the Bolle Series B Preferred Stock and certain Bolle Options to
be issued by the Company and the Warrant Agreement. In each case, the BEC
Board was aware of these factors and considered them, among other factors, in
approving the Spinoff and the transactions contemplated thereby. See "THE
SPINOFF--Interests of Certain Persons in the Spinoff."

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THE SPINOFF

DISTRIBUTING COMPANY .......... BEC

SECURITIES TO BE DISTRIBUTED .. All of BEC's interest in Bolle Common Stock
(95%) on the basis of one share of Bolle
Common Stock for every three shares of BEC
Common Stock outstanding on the Record Date.
See "THE SPINOFF" and "DESCRIPTION OF
CAPITAL STOCK." Based on the
shares of BEC Common Stock and
exercisable BEC Options to purchase
shares of BEC Common Stock outstanding as of
the Record Date, and assuming (i) conversion
of
BEC Options outstanding as of the Record
Date into Bolle Options, (ii) none of the
unvested BEC Options outstanding as of the
Record Date which are not converted into
Bolle Options are exercised, (iii)
conversion of all BEC Warrants outstanding
as of the Record Date, into Bolle
Warrants, and, after giving effect to a
for one stock split in the form of a stock
dividend effective on , 1997,
shares of Bolle Common Stock and
Bolle Options will be issued in the
Spinoff.

SPINOFF RATIO ................. One share of Bolle Common Stock for every
three shares of BEC Common Stock outstanding
on the Record Date. See "THE
SPINOFF--Consummation of the Spinoff."

TIME OF SPINOFF ............... The Spinoff is expected to be effective on
December , 1997. Share certificates
representing the Bolle Common Stock will be
mailed as soon as practicable after the
Effective Date. See "THE SPINOFF--Manner of
Effecting the Spinoff."

SPINOFF RECORD DATE ........... The BEC Board has determined the Record Date
to be December , 1997.

TRADING MARKET ................ Application has been made for the Bolle
Common Stock to be traded on Nasdaq under
the symbol " ." See "THE
SPINOFF--Listing of the Bolle Common Stock;
Restrictions on Resale."

CONDITIONS TO SPINOFF ......... The consummation of the Spinoff does not
require BEC Stockholder approval and is not
conditioned upon the closing of the Merger.
See "THE SPINOFF--Conditions."

EXCHANGE AGENT ................ National City Bank (the "Exchange Agent").

TAX CONSEQUENCES .............. The receipt of the Bolle Common Stock will
be a taxable transaction to the BEC
Stockholders for Federal income tax
purposes. See "THE SPINOFF--Certain Federal
Income Tax Consequences."

DIVIDENDS AFTER THE SPINOFF ... The Company does not currently intend to
declare or pay any dividends on the shares
of Bolle Common Stock. The Company's ability
to pay dividends is restricted pursuant to
the Indemnification Agreement with BEC. The
Company and BEC are currently renegotiating
a credit agreement that also restricts the
Company's ability to pay cash dividends on
shares of Bolle Common Stock. It is
anticipated that the Company's new credit
agreement will contain a similar restriction
and that any other

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bank revolving credit facility or other
indebtedness, if any, that the Company may
incur would contain restrictions on the
payment of dividends. See "DESCRIPTION OF
CAPITAL STOCK--Dividend Policy."

ANTITAKEOVER EFFECT OF THE
INDEMNIFICATION AGREEMENT
AND THE COMPANY'S CHARTER .... Certain provisions of the Company's
Certificate of Incorporation and the terms
of the Indemnification Agreement may have
the effect of delaying or making more
difficult an acquisition of control of the
Company in a transaction not approved by the
Company's Board of Directors. See "RISK
FACTORS--Potential Antitakeover Effect of
the Indemnification Agreement and Certain
Charter Provisions."

RELATIONSHIP WITH BEC
AFTER THE SPINOFF ............ In connection with the Spinoff, BEC has
entered into various agreements that will
result in ongoing relationships between BEC
and Bolle. See "RISK FACTORS--Risks
Associated with the Spinoff."

RISK FACTORS .................. Stockholders should carefully consider the
matters discussed below under the caption
"RISK FACTORS."

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The following selected historical and pro forma combined financial data
have been derived from audited and unaudited historical financial statements
and should be read in conjunction with the consolidated financial statements
of the Company and its significant subsidiaries included herein.

The Company was formed in 1997 to complete BEC's acquisition of Bolle
France and therefore has no historical activity or financial statements.
Bolle America was purchased by BEC in November 1995 in a pooling of interests
transaction. In conjunction with the purchase of Bolle France, Bolle America
became a subsidiary of the Company. Accordingly, for accounting purposes
only, Bolle America is treated as the acquiror of Bolle France and therefore
the predecessor business for historical financial statement purposes.

The following unaudited Bolle Inc. pro forma combined financial data
represents the results of Bolle America combined with the results of Bolle
France.

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

STATEMENT OF OPERATIONS DATA:
Net sales ......................... $15,495 $18,377 $23,094 $24,829 $24,425 $60,297 $ 20,670 $ 36,266
Cost of sales ..................... 8,595 9,126 10,814 12,181 12,130 29,140 9,750 18,267
--------- --------- --------- --------- --------- --------- ----------- ----------
Gross profit ...................... 6,900 9,251 12,280 12,648 12,295 31,157 10,920 17,999
Selling, general and administrative
expenses (including advertising
and sponsoring expenses) ......... 6,808 7,384 8,871 10,275 11,374 23,871 10,593 16,339
Merger related expenses ........... -- -- -- 3,050 -- -- -- --
Interest expense (income) .......... 488 336 316 (302) (256) 1,442 516 721
Other expense (income) ............ (81) (295) (104) 48 (450) (200) (803) (1,162)
--------- --------- --------- --------- --------- --------- ----------- ----------
Income (loss) before income taxes . (315) 1,826 3,197 (423) 1,627 6,044 614 2,101
Provision for (benefit from) income
taxes ............................. (120) 700 1,260 364 635 1,447 196 1,182
--------- --------- --------- --------- --------- --------- ----------- ----------
Net income (loss) ................. $ (195) $ 1,126 $ 1,937 $ (787) $ 992 $ 4,597 $ 418 $ 919
========= ========= ========= ========= ========= ========= =========== ==========
Pro forma shares outstanding ....... 7,088 7,088
Pro forma earnings per share ....... $ 0.65 $ 0.13

BALANCE SHEET DATA:
Working capital (deficiency) ....... $ 31 $ 1,060 $12,781 $11,395 $ 8,535 $(19,278) $ (2,317)
Total assets ...................... 8,164 9,629 17,549 16,309 15,624 84,783 101,640
Long term debt .................... 350 49 57 -- -- -- 3,428
Mandatorily redeemable preferred
stock ............................. -- -- -- -- -- 11,055 11,055
Stockholders' equity .............. 279 1,584 13,433 12,770 9,743 22,980 52,070

</TABLE>

- ------------
(1) In 1994, Bolle America paid a $50 dividend to its then current
shareholders.
(2) In November 1995, BEC acquired Bolle America in a transaction accounted
for as a pooling of interests. Accordingly, Bolle America is included
in all periods presented.
(3) In 1996, the Company paid a dividend to BEC (its then current
stockholder) of $4,019.
(4) On July 10, 1997, the Company acquired Bolle France and related assets
in a transaction accounted for as a purchase. Accordingly, the results
of operations for Bolle France are included in historical results of
operations from that date.

8
<PAGE>
RISK FACTORS

In addition to the other information contained in this Prospectus, BEC
Stockholders should consider carefully the risk factors set forth below.

Information Regarding Forward Looking Statements

The statements contained in this Prospectus which are not historical facts
are "forward-looking statements" (as such term is defined in the Private
Securities Litigation Reform Act of 1995), which can be identified by the use
of forward-looking terminology such as "believes", "expects", "may", "will",
"should", or "anticipates" or the negative thereof or other variations
thereon or comparable terminology, or by discussions of strategy that involve
risks and uncertainties. Management wishes to caution the reader that these
forward-looking statements, such as the Company's plans to expand its product
line, brands and marketing activities and other statements contained herein
regarding matters that are not historical facts, are only predictions. No
assurance can be given that the future results will be achieved; actual
events or results may differ materially as a result of risks facing the
Company. Such risks include, but are not limited to, the Company's ability to
successfully market its products to current and new customers, identify,
finance and complete suitable acquisitions and design and manufacture new
products, all in a timely manner, at reasonable costs and on satisfactory
terms and conditions that could cause actual results to differ materially
from the future results indicated, expressed or implied, in such
forward-looking statements.

RISKS ASSOCIATED WITH THE SPINOFF

Assumption of Liabilities and Indemnification of BEC by the Company

Under the terms of the Contribution Agreement and the Indemnification
Agreement, the Company will assume all of BEC's liabilities prior to the
Spinoff other than those related to the ORC Business and will agree to
indemnify BEC against all of BEC's liabilities prior to the Spinoff,
excluding most, but not all, liabilities of BEC related to the ORC Business.
Liabilities which the Company will assume and/or against which the Company
will indemnify BEC pursuant to the Contribution Agreement and the
Indemnification Agreement include without limitation (a) potential
liabilities arising in connection with the sale of businesses previously
owned by BEC or its predecessor, Benson Eyecare Corporation ("Benson"),
including: the merger of Essilor Acquisition Corporation ("Essilor") with and
into Benson; the sale of the Foster Grant Group L.P. ("Foster Grant") by BEC;
the sale of the Orolite division to Monsanto Company ("Monsanto Company");
and, (b) potential liabilities of BEC under applicable environmental laws,
including any such liabilities related to the ORC Business to the extent such
liabilities arose before the Spinoff.

Pursuant to the Contribution Agreement and the Indemnification Agreement,
the Company may bear the burden of obligations and losses not directly
related to the business of the Company under certain circumstances. Should
the Company be required to make payments pursuant to the Contribution
Agreement and the Indemnification Agreement, such payments could have a
material adverse effect upon the Company. See "THE SPINOFF--Transfer of the
Non-ORC Business to the Company."

Reliance on Management Services Agreement

The Company expects to enter into a Management Services Agreement with
BEC, pursuant to which BEC will provide key management services to the
Company. The Management Services Agreement will have an initial term of three
years, and will thereafter be automatically renewed for successive one-year
periods until terminated by either party upon ninety days written notice.
There is no assurance that BEC will not terminate the Management Services
Agreement before or after its initial term. The loss of the services that
will be provided under the Management Services Agreement by BEC to the
Company could have a material adverse effect on the Company's operations.

Pursuant to the Management Services Agreement, BEC will also make
available to the Company the services of Martin E. Franklin, as Chairman of
the Board of Directors of the Company and Mr. Ian G. H. Ashken, as Executive
Vice President of Finance and Administration, Chief Financial Officer,
Assistant

9
<PAGE>
Secretary. The loss of the services that will be provided by Mr. Franklin or
Mr. Ashken to the Company could have a material adverse effect on the
Company. There is no assurance that BEC or the Company will be able to retain
the services of Mr. Franklin or Mr. Ashken in the future.

Restricted Dividend Policy

The Company does not currently intend to declare or pay any dividends on
the Bolle Common Stock. The payment of cash dividends in the future will
depend on the Company's earnings, financial condition, capital needs and
other factors deemed relevant by the Company's Board of Directors (the "Bolle
Board"), including corporate law restrictions on the availability of capital
for the payment of dividends, the rights of holders of any series of
Preferred Stock that may hereafter be issued and the limitations, if any, on
the payment of dividends under any then-existing credit facility or other
indebtedness. The Company and BEC are currently renegotiating a credit
agreement that restricts the Company's ability to pay cash dividends on the
Bolle Common Stock. It is anticipated that the Company's new credit agreement
will contain a similar restriction and that any other bank revolving credit
facility or other indebtedness, if any, that the Company may incur would
contain restrictions on the payment of dividends. Pursuant to the
Indemnification Agreement, the Company will be further restricted from paying
dividends on shares of Bolle Common Stock until June 30, 2000, except that
the Company may declare dividends payable solely in shares of capital stock,
which does not carry mandatory redemption or other repayment rights. See "THE
SPINOFF--Certain Federal Income Tax Consequences."

Interests of Certain Persons in the Spinoff

Certain members of BEC's management and the BEC Board may be deemed to
have interests in the Spinoff in addition to their interests as BEC
Stockholders generally, which may cause potential conflicts of interest.
These interests relate to the Management Services Agreement, the Contribution
Agreement and the Indemnification Agreement to be entered into between the
Company and BEC, in addition to the Bolle Series B Preferred Stock, certain
Bolle Options to be issued by the Company and the Warrant Agreement. In each
case, the BEC Board was aware of these factors and considered them, among
other factors, in approving the Spinoff and the transactions contemplated
thereby. Some of the directors and all of the executive officers of BEC are
and will remain directors and executive officers of the Company following the
Spinoff. See "THE SPINOFF--Interests of Certain Persons in the Spinoff,"
"EXECUTIVE COMPENSATION" and "CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS--Management Services Agreement" and "--Relationships with
Directors."

Limited Operating History

The Company was formed on February 3, 1997. Although the financial
statements and pro forma financial statements of the Company include the
results of its subsidiaries Bolle America and Bolle France, which were
operated as separate companies for many years, the Company itself, as a
consolidated entity, has a limited operating history upon which potential
investors may base an evaluation of its performance. Limited actual
historical financial information upon which to base an evaluation of the
Company's performance and an investment in the Bolle Common Stock is
available.

Absence of Trading History, Market Prices

Because all of the Bolle Common Stock is currently held by BEC and other
private stockholders, there is no public trading market for the Bolle Common
Stock. Although the Company has applied to list the Bolle Common Stock on
Nasdaq, there can be no assurance that an active trading market will develop
after the Spinoff. As there has been no trading market for the Bolle Common
Stock, there can be no assurance as to the prices at which trading in the
Bolle Common Stock will occur after the Spinoff. Moreover, the stock of new
and relatively small issuers in immature or developing markets is frequently
subject to sharp increases and decreases in market value, and trading prices
of the Bolle Common Stock could vary significantly over relatively short
periods of time. The Bolle Common Stock may also experience volatility
immediately following the Spinoff until trading values have become
established. See "THE SPINOFF--Listing of the Bolle Common Stock;
Restrictions on Resale."

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<PAGE>
Volatility of Stock Price

The market price of the Bolle Common Stock may be subject to significant
fluctuations in response to variations in quarterly operating results and
other factors. In addition, the securities markets have experienced
significant price and volume fluctuations from time to time in recent years
that have often been unrelated or disproportionate to the operating
performance of particular companies. These broad fluctuations may adversely
affect the market price of the Bolle Common Stock. See "Absence of Trading
History, Market Prices" above.

Potential Antitakeover Effect of the Indemnification Agreement and Certain
Charter Provisions

Pursuant to the Indemnification Agreement, the Company and its
subsidiaries may not enter into certain business combinations, including a
consolidation or merger or transfer of all or substantially all of its
assets, unless the resulting entity is either the Company or a U.S.
corporation which expressly assumes all of the Company's obligations and
restrictions under the Indemnification Agreement. Furthermore, the resulting
entity must have a consolidated tangible net worth equal to or greater than
that of the Company prior to the combination. These limitations shall expire
on the later of (i) the date when all tax liabilities for any pre-Spinoff tax
liability, including without limitation any taxes arising out of or resulting
from the Spinoff, have been finally determined and paid in full or the
applicable statutes of limitations have run, or (ii) the date on which BEC's
obligations (similar to the Company's obligations under the Contribution
Agreement and the Indemnification Agreement) under various agreements related
to the spinoff of BEC from Benson (the "BEC Spinoff") and the subsequent
merger of Benson into Essilor International, S.A. in 1996 (the "Essilor
Merger") have terminated. The obligations under the Essilor Merger will
terminate on the earliest of (i) the date on which all Federal income tax
liabilities related to the BEC Spinoff and the Essilor Merger have been
determined; (ii) the date on which the applicable statutes of limitations on
the BEC Spinoff and the Essilor Merger shall have run, or (iii) seven years
after the BEC Spinoff. These restrictions could have the effect of deterring
a potential acquirer.

The Company has shares of authorized and unissued preferred stock and
will have in excess of shares of authorized and unissued Bolle Common
Stock after the issuance of shares in connection with the Spinoff which could
be issued to a third party selected by management or used as the basis for a
stockholders' rights plan, which could have the effect of deterring a
potential acquiror. The ability of the Board of Directors of the Company to
establish the terms and provisions of different series of preferred stock
could discourage unsolicited takeover bids from third parties. See
"DESCRIPTION OF CAPITAL STOCK--Preferred Stock."

Shares Eligible for Future Sales

Based on the shares of BEC Common Stock and BEC Options to
purchase shares of BEC Common Stock outstanding as of the Record Date, and
assuming (i) conversion of BEC Options outstanding as of the Record Date
into Bolle Options (ii) none of the unvested BEC Options outstanding as
of the Record Date which are not converted into Bolle Options are exercised,
(iii) conversion of all BEC Warrants outstanding as of the Record Date into
Bolle Warrants, and, after giving effect to a for one stock split
in the form of a stock dividend effective on , 1997, shares of
Bolle Common Stock and Bolle Options will be issued in the Spinoff. A
significant portion of the BEC Options could be exercisable at prices below
the market prices for the Bolle Common Stock.

SPECIFIC RISKS ASSOCIATED WITH THE COMPANY'S BUSINESS

Possible Inability to Sustain and Manage Growth

There are significant risks associated with the Company's growth. The
Company has expanded its operations significantly with the acquisition of
Bolle France in July 1997. The Company now intends to grow through brand
expansion and possibly strategic acquisitions, including acquisitions of
distributors of its products around the world. There can be no assurance that
the Company's efforts in managing its internal growth or pursuing those
acquisitions will be successful.

11
<PAGE>
To manage growth effectively, the Company will be required to continue to
implement changes in various aspects of its business at a rapid pace, create
and develop continuously new or existing designs, expand its information
systems and operations and train and manage an increasing number of
management-level and other employees. If management is unable to anticipate
or manage these changes effectively, the Company's operating results could be
materially adversely affected.

To pursue external growth, the Company will need to identify acquisition
candidates the operations of which can be integrated effectively and
profitably into the Company on acceptable terms. There can be no assurance
that the Company will succeed in finding such candidates or obtaining such
terms. Future acquisitions by the Company could result in the incurrence of
debt, the potentially dilutive issuance of equity securities and the
incurrence of contingent liabilities and amortization expenses related to
goodwill and other intangible assets, which could materially adversely affect
the Company's business, operating results and financial condition.

The success of the Bolle France acquisition or any other future
acquisition by the Company depends on its ability to integrate effectively
the acquired businesses. The process of integrating acquired businesses may
involve numerous risks, including difficulties in the assimilation of
operations and products, the diversion of management's attention from other
business concerns, risks of entering markets in which the Company has limited
or no direct prior experience and the potential loss of key employees of the
acquired businesses. Additionally, there can be no assurance that any future
acquisitions will not have a material adverse effect on the Company's
operating results particularly during the period immediately following such
acquisitions. Except as disclosed herein, the Company has no present
understandings, commitments or agreements with respect to any material
acquisition.

Dependence Upon New Product Introductions

The Company's historical success is attributable, in substantial part, to
its introduction of products which are perceived to represent an improvement
in performance over products available in the market. The Company's future
success will depend, in substantial part, upon its continued ability to
develop and introduce such innovative products which are perceived to
represent an improvement in performance over products available in the
market, and there can be no assurance as to the Company's ability to do so.
In recent years the Company has introduced a number of new product offerings
within existing product collections and a number of new collections. The
success of any product line is dependent upon various factors, including
product demand, production capacity and the availability of raw materials and
critical manufacturing equipment. In addition, competitors may follow the
Company's introduction of successful products with similar product offerings.
The uncertainty associated with all the above factors, and any change in such
factors from the Company's expectations, could result in cost increases,
delays or cancellation of such new products or product lines and may also
cause actual results to differ materially from those projected.

Innovative designs are often not successful, and successful product
designs can be displaced by other product designs introduced by competitors
which shift market preferences in their favor. There is no assurance that the
Company will be able to create innovative products and designs which are also
popular with customers. In addition, although the Company seeks to protect
its products through patents and other proprietary rights, there can be no
assurance that such protection will prevent competitors from offering similar
products. As a result of these and other factors, there can be no assurance
that the Company will successfully maintain or increase its market share.

Risks Associated with Advertising Strategy

Although the Company will seek to increase its visibility in the premium
sunglass and sport eyewear world markets through significantly increased and
focused advertising campaigns, the Company's advertising strategy may be
unsuccessful at channeling consumer preferences toward the Company's
products, and the Company could be adversely affected by such a failure while
having incurred substantially increased advertising and marketing costs.

12
<PAGE>
Dependence Upon Endorsement Contracts

As part of its marketing strategy, the Company intends to establish
contacts with, and obtain endorsements from, prominent athletes and public
personalities. These endorsement contracts generally have two to four year
terms. The Company also expects to furnish its products at a reduced cost or
without charge to selected athletes and personalities who would wear
Bolle(Registered Trademark) products without any formal arrangement. There
can be no assurance that the Company will be able to attract and retain
athletes or personalities to wear or endorse its products. If the Company
were unable to arrange endorsements of its products by athletes and/or public
personalities on terms it deems reasonable, it could be required to modify
its marketing plans and could be forced to rely more heavily on other forms
of advertising and promotion, which might not prove to be as effective as
endorsements.

Reliance on Suppliers and Subcontractors

The Company relies on a variety of subcontractors in France for the supply
of several components of its products and part of its manufacturing process.
Although to date the Company has not experienced any significant difficulty
in obtaining these components, there can be no assurance that shortages will
not arise in the future. The effect of the loss of any of such sources or of
a disruption in their business will depend primarily upon the availability
of, and access to, suitable alternative sources. The loss of the Company's
sources for lens blanks or metal frames, or any disruption in such sources'
business or failure by them to meet the Company's product needs on a timely
basis could cause, at a minimum, temporary shortages in needed materials and
could have a material adverse effect on the Company's results of operations.
There can be no assurance that precautions taken by the Company will be
adequate or that, if it should become necessary, an alternative source of
supply could be identified in a timely manner. See "BUSINESS--Design and
Production" and "--Suppliers."

Dependence on Key Personnel

The Company's success depends, in substantial part, on the efforts and
abilities of Martin E. Franklin, the Company's Chairman of the Board, Gary
Kiedaisch, the Company's Chief Executive Officer, and Ian G. H. Ashken, the
Company's Executive Vice President of Finance and Administration, Chief
Financial Officer and Assistant Secretary. The loss of the service of either
of the foregoing key personnel could have a material adverse effect on the
Company's business, financial condition and results of operations. Mr.
Kiedaisch has entered into an employment agreement with the Company which
continues until August 2000 unless earlier terminated by either party with or
without cause. There is no assurance that, if Mr. Kiedaisch's employment with
the Company were terminated, the Company would be able to retain the services
of a person qualified to fill his position. Messrs. Franklin and Ashken also
hold senior executive positions at BEC and will therefore devote only part of
their time and efforts to the business of the Company. The Company believes
that its future success will depend in large part on its ability to attract
and retain directly or through the Management Services Agreement the services
of highly skilled and qualified personnel. Although the Company to date has
been successful in attracting and retaining qualified personnel, there can be
no assurance that the Company will not experience a shortage of qualified
personnel in the future.

Uncertain Protection of Proprietary Rights

The Company relies in part on patent, trade secret, unfair competition,
trade dress, trademark and copyright law to protect its rights to certain
aspects of its products, including product designs, proprietary manufacturing
processes and technologies, product research and concepts and recognized
trademarks, all of which the Company believes are important to the success of
its products and its competitive position. There can be no assurance that any
pending trademark or patent application will result in the issuance of a
registered trademark or patent, or that any trademark or patent granted will
be effective in thwarting competition or be held valid if subsequently
challenged. In addition, there can be no assurance that the actions taken by
the Company to protect its proprietary rights will be adequate to prevent
imitation of its products, that the Company's proprietary information will
not become known to competitors, that the Company can meaningfully protect
its rights to unpatented proprietary information or that others will not

13
<PAGE>
independently develop substantially equivalent or better products that do not
infringe on the Company's intellectual property rights. No assurance can be
given that others will not assert rights in, and ownership of, the patents
and other proprietary rights of the Company. In addition, the laws of certain
foreign countries do not protect proprietary rights to the same extent as the
laws of the United States. See "BUSINESS--Intellectual Property."

The Company's strategy is to vigorously assert its intellectual property
rights, and, if required to, devote reasonable efforts and resources to the
processing of trademark applications, the enforcement of patents issued and
trademark registrations granted to the Company, to the protection of trade
secrets, trade dress or other intellectual property rights owned by the
company and to the determination of the scope of validity of the proprietary
rights of others that might be asserted against the Company. A substantial
increase in the level of potentially infringing activities by others could
require the Company to increase significantly above past levels the resources
devoted to such efforts. In addition, an adverse determination in any future
litigation could subject the Company to the loss of its rights to a
particular patent, trademark, copyright or trade secret, could require the
Company to grant licenses to third parties, could prevent the Company from
manufacturing, selling or using certain aspects of its products or could
subject the Company to substantial liability, any of which could have a
material adverse effect on the Company's results of operations.

Product Liability

The Company may be subject to product liability claims which generally
would seek damages for personal injuries allegedly sustained as a result of
defects in the Company's products. A successful product liability claim
brought against the Company could have a material adverse effect upon the
Company's business, operating results and financial condition. This risk,
which is faced by any manufacturer of eyewear products, may be greater for
the Company as a result of its focus on eyewear products used in activities
associated with greater physical risks, such as activities requiring the use
of safety eyewear, sports and other activities involving special or extreme
situations. Although the Company has not been subject to a significant
product liability claim to date, the growth of the Company's business in the
United States or elsewhere may result in greater exposure to such risk.

GENERAL RISKS ASSOCIATED WITH THE COMPANY'S BUSINESS

Susceptibility to Changing Consumer Preferences

The eyewear industry is subject to changing consumer preferences. The
Company's sunglasses, particularly its recreational sunglasses, are
susceptible to fashion trends. Unanticipated shifts in consumer preferences
may adversely affect the Company's sales and it may be faced with resulting
excess inventory and underutilized manufacturing capacity. While the Company
has a limited ability to modify slow-moving models to better satisfy consumer
preferences and otherwise utilize excess inventory and manufacturing
capacity, the Company cannot ensure that any such actions will be sufficient
to redress a market misjudgment. Accordingly, an unanticipated change in
consumer preferences could adversely affect the Company's results of
operations and financial condition.

Highly-Competitive Market

Both the sunglass and personal safety eyewear markets are highly
competitive. Certain companies that engage in these markets have
significantly greater financial, distribution and marketing resources than
the Company, and certain of the Company's competitors have significantly
greater brand awareness than the Company in certain important markets. See
"BUSINESS--Competition."

Within various niches of the sports segment of the premium eyewear market,
the Company competes with mostly smaller sunglass and goggle companies and a
limited number of larger competitors. In order to retain its market share,
the Company must continue to be competitive in the areas of quality,
technology, method of distribution, style, brand image, intellectual property
protection and customer service. The purchasing decisions of athletes, sports
enthusiasts and recreational wearers with respect to

14
<PAGE>
high performance eyewear often reflect highly subjective preferences which
can be influenced by many factors, including advertising, media, product
endorsements, product improvements and changing styles. The Company could
therefore face competition from existing or new competitors that introduce
and promote eyewear which is perceived by consumers to offer performance
advantages over, or greater aesthetic appeal than, the Company's products.
These competitors include established branded consumer products companies
that have greater financial and other resources than the Company. No
assurance exists that new developments by the Company's competitors will not
render some or all of the Company's potential products obsolete or
non-competitive, which would have a material adverse effect on the Company's
business, financial condition and results of operations.

The Company also competes in the broader, recreational segment of the
premium sunglass market. This segment is fragmented and highly competitive
and is generally more fashion-oriented. A number of established companies
compete in this wider market, several of which have greater financial and
other resources than the Company. In certain geographic markets, such as the
United States, certain of the Company's competitors have achieved greater
brand awareness among consumers than the Company.

The personal safety eyewear market is also highly fragmented. Competitors
range from small manufacturers offering single product lines to a limited
number of large competitors offering multiple product lines, some of which
have greater financial or other resources than the Company. There can be no
assurance that the Company will be able to compete successfully against
current and future competitors or that the competitive pressures faced by the
Company will not adversely affect its financial performance. See
"BUSINESS--Competition."

Market Cycles and Recent Declines in Sales Growth in the Sunglass Market

The world market for premium sunglasses experienced declining sales growth
and excess inventory in the last quarter of 1996 and the first nine months of
1997. The results of several competitors of the Company were affected by this
market trend and the operating difficulties (including excess inventory)
experienced throughout the year by a large sunglass specialty retail chain
the sales of which account for approximately 15% of total market sales. While
the Company expects sales to continue to grow for the remainder of 1997 and
the first six months of 1998, there can be no assurance that the Company will
be able to maintain or increase its sales, and should it fail to do so, the
Company's financial condition and results of operations could be adversely
affected.

Risks Relating to International Sales

Sales outside the United States accounted for approximately 59% and 59% of
the Company's pro forma net sales for the year ended December 31, 1996 and
the nine months ended September 30, 1997, respectively. While the Company
expects international sales to continue to account for a significant portion
of its sales, there can be no assurance that the Company will be able to
maintain or increase its international sales. The Company's international
business may be adversely affected by changing economic conditions in foreign
countries and fluctuations in currency exchange rates. The Company's
international sales are also subject to risks associated with tariff
regulations, "local content" laws, political instability and trade
restrictions. In addition, there can be no assurance that the Company's
brands and products will be popular in the various countries in which the
Company's products are or will be offered, or that the Company will be
successful in preventing competitors from producing eyewear products for sale
using the same or substantially similar design and manufacturing process as
the Company.

Specific Risks Associated with the Company's Safety and Tactical Eyewear
Business

The Company's safety and tactical eyewear business, which represented more
than 50% of the Company's total unit sales in 1996, is subject to specific
risks in addition to all the risks described herein. The primary users of the
Company's safety eyewear products are industrial workers. As a result,
decreases in general employment levels of industrial workers may have an
adverse effect on the Company's sales. The Company's sales may also be
adversely affected by changes in safety regulations covering industrial
workers and in the level of enforcement of such regulations. Changes in
regulations could reduce the need

15
<PAGE>
for and the utility of certain products manufactured by the Company. A
substantial portion of the sales of tactical eyewear products by the Company
is made pursuant to procurement contracts with the defense forces of various
countries. Such contracts typically include specific termination and
modification provisions and are subject to laws and regulations pursuant to
which the governmental party is granted significantly greater rights than
under regular commercial supply contracts.

Quarterly Fluctuations of Results; Seasonality of Business

The Company's business is affected by economic factors and seasonal
consumer buying patterns. The Company's quarterly results of operations have
fluctuated and may continue to fluctuate as a result of a number of factors,
including the timing of the introduction of new products, the mix of product
sales and weather patterns. Historically, the Company's sales, in the
aggregate, generally have been higher in the period from March to September.

Unpredictability of Discretionary Consumer Spending

The success of the Company's business depends to a significant extent upon
a number of factors relating to discretionary consumer spending, including
general economic conditions affecting disposable consumer income, such as
employment, business conditions, interest rates and taxation. Any significant
decline in such general economic conditions or uncertainties regarding future
economic prospects that adversely affect discretionary consumer spending
generally, or purchasers of discretionary optical products specifically,
could have a material adverse effect on the Company's results of operations.

THE COMPANY

Bolle Inc. is a subsidiary of BEC. BEC is a holding company for two
businesses, ORC, which manufactures and markets lighting, electronic and
electroformed products, and the Company, which manufactures and markets
Bolle(Registered Trademark) premium sunglasses and sport shields, goggles and
safety and tactical eyewear. BEC was formed in May 1996 as a spinoff from
Benson. Following the spinoff, BEC sold Foster Grant, a distributor of
value-priced sunglasses and non-prescription reading glasses, in December
1996, leaving it with two core businesses, Bolle America and ORC. Bolle
America and ORC were both public companies prior to their acquisition by
Benson in November 1995 and October 1994, respectively. The Company was
organized on February 3, 1997 in connection with the July 1997 acquisition by
BEC of Holding B.F., the French holding company that owned the
Bolle(Registered Trademark) design and manufacturing operation and certain
distribution interests, including the worldwide rights to the
Bolle(Registered Trademark) brand. Bolle Inc. is a holding company, the
principal subsidiaries of which are Bolle America and Bolle France.

The principal executive offices of the Company are located at 555 Theodore
Fremd Avenue, Suite B-302, Rye, New York, 10580. The telephone number is
(914) 967-9400.

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THE SPINOFF

REASONS FOR THE SPINOFF

The BEC Board of Directors believes that the Spinoff is fair to and in the
best interests of BEC and its stockholders for a number of reasons,
including, without limitation, that the Spinoff: (i) will maximize value in
the premium sunglass, sport shields, goggles and safety and tactical eyewear
segment of BEC's operations; (ii) should enable the Company to achieve a
valuation which, when seen in combination with its residual assets, is above
its current value as a wholly owned subsidiary of BEC; (iii) allows BEC
Stockholders to continue to participate in BEC's existing premium sunglass,
sport shields, goggles and safety and tactical eyewear business through the
direct ownership of the Bolle Common Stock; and (iv) will enable BEC to focus
on its specialty lighting, electronic, and electroformed products business. A
complete description of the Merger and the reasons therefore is contained in
the Proxy Statement that accompanies this Prospectus.

TRANSFER OF THE NON-ORC BUSINESS TO THE COMPANY

The Company expects that, pursuant to the Contribution Agreement, BEC will
assign to the Company all of BEC's assets other than assets related to the
ORC Business (as defined in the Contribution Agreement) and certain other
specified assets retained by BEC, and the Company will assume all of BEC's
liabilities prior to the Spinoff other than those related to the ORC
Business. In addition to the Contribution Agreement, BEC and the Company will
enter into an Indemnification Agreement (described below) and Management
Services Agreement. The terms of the Management Services Agreement are
described under "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS--Management
Services Agreement." See also "RISK FACTORS--Risks Associated with the
Spinoff."

Pursuant to the terms of the Contribution Agreement, BEC will retain the
ORC Business which consists of (i) all of the outstanding capital stock of
ORC and certain subsidiaries of ORC (the "ORC Group"), including BEC's
investment in Voltarc Technologies, Inc., and all the business, assets and
liabilities of or directly related to such entities, and (ii) all assets and
liabilities included in BEC's pro forma balance sheet to be attached as an
exhibit to the Contribution Agreement. Except as noted below, all other
assets of BEC will be assigned to, and all of BEC's liabilities prior to the
Spinoff, other than related to the ORC Business will be assumed by the
Company. Assigned assets and assumed liabilities include without limitation
all interests, rights, duties and obligations of BEC relating to Accessories
Associates, Inc. (which purchased Foster Grant) and to Superior Vision
Services, Inc.; certain assets, rights, and obligations relating to Sterling
Vision, Inc.; the Management Agreement between BEC and Eyecare Products, plc.
("Eyecare Products"), as well as all of BEC's right, title and interest in and
to shares of stock of Eyecare Products; and all rights and interests in and
to rental payments received by BEC (as assignee) pursuant to an Industrial
Lease by and between Bartley Optical Sales, Inc. and ORC dated as of
December 8, 1995 and a Lease Agreement, dated as of May 3, 1996, between
Monsanto Company and ORC.

Under the terms of the Contribution Agreement and the Indemnification
Agreement, BEC will retain rights in, but the Company will assume liability
for and will indemnify BEC against, certain potential liabilities in
connection with the following: various arrangements with HMG World-Wide
Corporation and its subsidiary Intermark Corp.; certain agreements relating
to arrangements among Wells Fargo Bank (Texas) and BEC as successor to Foster
Grant; any remaining BEC or Benson obligations relating to (i) the Agreement
and Plan of Merger dated July 26, 1995, among Benson, BEC Acquisition Corp.
and Bolle America, (ii) the Asset Purchase Agreement dated May 3, 1996, among
Benson, BEC, and Monsanto Company, and (iii) the merger of Essilor into
Benson, effective May 3, 1996; certain pending litigation; and the Stock
Purchase Agreement between BEC and Lantis Eyewear Corporation, dated November
14, 1996, relating to shares transferred to the Company by this assignment.
See "RISK FACTORS--Risks Associated with the Spinoff."

In addition, the Indemnification Agreement, which is in effect until June
30, 2000, except for liabilities under environmental laws, for which the term
is seven years, and tax liabilities, for which the term is the applicable
statute of limitations, provides that the Company will indemnify BEC against
any and all liabilities incurred or suffered by BEC related to the following:
(i) BEC and its subsidiaries, excluding the ORC Business, including tax
liabilities, prior to or in connection with the Spinoff, (ii) the

17
<PAGE>
Company and its subsidiaries subsequent to the Spinoff, (iii) any
environmental laws in connection with the business operations of BEC or its
subsidiaries or predecessors (including the ORC Business) prior to the date
of the Spinoff and the current, past or future business operations of the
Company and its subsidiaries or any of their predecessors, (iv) any claims by
Monsanto Company for indemnification in connection with the Asset Purchase
Agreement among Benson, BEC and Monsanto Company dated February 11, 1996, (v)
the enforcement by BEC of its rights under the Indemnification Agreement and
(vi) any untrue statement or omission of a material fact in this Prospectus.
In addition, the Indemnification Agreement will set forth each party's rights
and obligations with respect to payments and refunds relating to certain
taxes and related matters such as the filing of tax returns and the conduct
of audits or other proceedings involving claims made by taxing authorities.
In general, the Company will agree to indemnify BEC for taxes relating to the
business of BEC (excluding the ORC Business) and for taxes attributable to
the Spinoff and certain other transactions, and BEC will agree to indemnify
the Company for taxes relating to the ORC Business. See "RISK FACTORS--Risks
Associated with the Spinoff."

CONSUMMATION OF THE SPINOFF

The Spinoff will be effective on December , 1997. The Spinoff does not
require BEC Stockholder approval and is not conditioned upon the closing of
the Merger. The Spinoff will be made to the holders of BEC Common Stock on
the Record Date. The BEC Board has determined the Record Date to be December
, 1997.

In the Spinoff, BEC will distribute pro rata to its stockholders all of
BEC's equity interest in the Company, or shares of Bolle Common Stock. As
a result of the Spinoff, each holder of BEC Common Stock will receive a
distribution of one share of Bolle Common Stock for every three shares of BEC
Common Stock owned of record by such holder on the Record Date. Based on the
shares of BEC Common Stock and exercisable BEC Options to
purchase shares of BEC Common Stock outstanding as of the Record Date, and
assuming (i) conversion of BEC Options outstanding as of the Record Date
into Bolle Options (ii) none of the unvested BEC Options outstanding as of
the Record Date which are not converted into Bolle Options prior to the
Spinoff are exercised, (iii) conversion of all BEC Warrants outstanding as of
the Record Date into Bolle Warrants, and, after giving effect to a
for one stock split in the form of a stock dividend effective on ,
1997, shares of Bolle Common Stock and Bolle Options will be
issued in the Spinoff.

MANNER OF EFFECTING THE SPINOFF

It is expected that upon formal declaration thereof by the BEC Board, the
Spinoff will be made as of the Record Date to stockholders of record of the
BEC Common Stock. The Record Date will be December , 1997. The Merger is
expected to take place promptly following the satisfaction of certain
conditions set forth in the Merger Agreement. The Spinoff is not conditioned
upon the closing of the Merger. The Exchange Agent will deliver certificates
for the Bolle Common Stock as soon as practicable to holders of record of the
BEC Common Stock as of the close of business on the Record Date on the basis
of one (1) share of Bolle Common Stock for every three (3) shares of BEC
Common Stock held on the Record Date. The Bolle Common Stock issued in the
Spinoff will be fully paid and nonassessable and the holders thereof will not
be entitled to preemptive rights. See "DESCRIPTION OF CAPITAL STOCK."
Following the Spinoff, the Company will operate as an independent public
company.

No holder of BEC Common Stock will be required to pay any cash or other
consideration for the Bolle Common Stock received in the Spinoff.

BEC PREFERRED STOCK AND WARRANTS

In connection with the Spinoff, it is anticipated that BEC, with the
consent of the holders thereof, will cancel all shares of BEC Preferred Stock
outstanding as of , 1997 and the Company will issue in exchange to each
holder of such BEC Preferred Stock, shares of Bolle Series B Preferred Stock
in proportion to the number of shares of BEC Preferred Stock held by such
holder prior to the redemption. No shares of Bolle Common Stock will be
issued to the holders of outstanding shares of Bolle Series B

18
<PAGE>
Preferred Stock pursuant to the Spinoff. It is further anticipated that, in
connection with the Spinoff, BEC, with the consent of the holders thereof,
will cancel all BEC Warrants to purchase 2,130,000 Shares of BEC Common Stock
outstanding as of the Record Date and the Company will issue in exchange to
each holder of such BEC Warrants, Bolle Warrants in proportion to the number
of BEC Warrants held by such holder prior to the cancellation. No share of
Bolle Common Stock will be issued to holders of outstanding Bolle Warrants
pursuant to the Spinoff. See "DESCRIPTION OF CAPITAL STOCK--Preferred Stock"
and "--Warrants."

BOLLE PREFERRED STOCK

In connection with the acquisition of Bolle France, the Company issued in
July 1997 an aggregate of 64,120 shares of its Series A Preferred Stock (the
"Bolle Series A Peferred Stock"). The Bolle Series A Preferred Stock is not
convertible into Bolle Common Stock in connection with the Spinoff. It is
anticipated that, in connection with the Spinoff, BEC will cancel all
outstanding shares of its BEC Series A Preferred Stock and the Company will
issue in exchange to each holder of canceled BEC Series A Preferred Stock
shares of Bolle Series B Preferred Stock in proportion to the number of
shares of BEC Series A Preferred Stock held by such holder prior to the
cancellation. No shares of Bolle Common Stock will be issued to the holders
of outstanding shares of Bolle Series B Preferred Stock pursuant to the
Spinoff.

TREATMENT OF STOCK OPTIONS

BEC Options that are not exercisable on or prior to the Effective Time
will not become vested and exercisable solely by reason of the consummation
of the Spinoff. However, it is anticipated that in connection with the
Spinoff, the committee administering the BEC Option Plan will, pursuant to
the provisions of the BEC Option Plan, make adjustments to all BEC Options as
follows: BEC Options outstanding with respect to employees who will be
employed by the Company after the Spinoff will be canceled in exchange for
options to purchase Bolle Common Stock with similar terms and conditions and
with an equivalent economic value to the canceled BEC Options. BEC Options
with respect to employees who will continue to be employed by BEC after the
Spinoff shall have the exercise price adjusted to reflect the economic value
of the Spinoff. A detailed description of the treatment of outstanding BEC
Options in connection with the Merger is provided in the Proxy Materials
accompanying this Prospectus.

LISTING OF THE BOLLE COMMON STOCK; RESTRICTIONS ON RESALE

Application will be made to have the Bolle Common Stock will be listed for
trading on Nasdaq, under the symbol " ." The Bolle Common Stock received
pursuant to the Spinoff will be freely transferable under the Securities Act,
except for shares of such Bolle Common Stock received by any person who may
be deemed to be an "affiliate" of the Company within the meaning of Rule 144
under the Securities Act. Persons who may be deemed to be affiliates of the
Company after the Spinoff generally include individuals or entities that
control, are controlled by, or are under common control with the Company, and
may include the directors and executive officers of the Company as well as
any principal stockholder of the Company. Persons who are affiliates of the
Company will be permitted to sell their Bolle Common Stock received pursuant
to the Spinoff only pursuant to an effective registration statement under the
Securities Act or pursuant to an exemption therefrom, such as the exemptions
afforded by Section 4(l) of the Securities Act and Rule 144 thereunder. This
Prospectus will not cover resales of the Bolle Common Stock by affiliates of
the Company. See "RISK FACTORS--Shares Eligible for Future Sale" and
"DESCRIPTION OF CAPITAL STOCK."

INTERESTS OF CERTAIN PERSONS IN THE SPINOFF

The executive officers and members of the BEC Board, who generally will be
executive officers and directors of the Company after the Spinoff, have
interests in the Spinoff that are in addition to their interests as BEC
Stockholders generally and which may create potential conflicts of interest.
These interests relate to the Management Services Agreement, the Assignment
Agreement and the Indemnification Agreement entered into between the Company
and BEC, in addition to the Bolle Series B

19
<PAGE>
Preferred Stock and certain Bolle Options to be issued by the Company and the
Warrant Agreement. In each case, the BEC Board was aware of these factors and
considered them, among other factors, in approving the Spinoff and the
transactions contemplated thereby. See "MANAGEMENT," "EXECUTIVE COMPENSATION"
and "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS--Management Services
Agreement" and "--Relationships with Directors."

EXPENSES

Expenses associated with the Spinoff will be paid either directly or
indirectly by the Company.

CONDITIONS

The consummation of the Spinoff does not require the approval of the BEC
Stockholders and is not conditioned upon the closing of the Merger.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The receipt of the Bolle Common Stock will be a taxable transaction for
Federal income tax purposes. Gain recognized on the distribution will be
treated either as capital gain or as dividend income. The distribution should
be considered governed by Internal Revenue Code (the "Code") Section 301.
This section requires that the portion of the distribution (valued on the
basis of the Bolle Common Stock's fair market value on the distribution and
any cash distributed in lieu of fractional shares) equal to the pro rata of
BEC's current year and accumulated earnings and profits which for federal
income tax purposes is allocable to the BEC Common Stock with respect to
which the distribution is made be treated as a dividend for federal income
tax purposes. Any portion of the distribution in excess of earnings and
profits allocable to the BEC Common Stock with respect to which the Bolle
Common Stock is distributed is treated as a return of capital by applying it
against, and reducing the adjusted tax basis in, the BEC Common Stock with
respect to which the Bolle Common Stock was distributed. Any amount of the
distribution which is not a dividend, to the extent it exceeds the adjusted
basis of the BEC stock to which it relates, is treated as gain from the sale
or exchange of property. Based on current facts, it is not anticipated that
BEC will have any current or accumulated earnings and profits at the time of
the distribution, and it also is not anticipated that the value of the
distribution will exceed any stockholder's tax basis in the BEC Common Stock
with respect to which each Bolle share (and any cash for fractional shares)
is distributed. If such anticipated circumstances exist at the time of the
distribution, no BEC Stockholder will have any gain by reason of the
distribution. The effect of treating a portion or all of the distribution as
a return of capital will be to reduce the BEC stockholders' tax basis in the
BEC Common Stock held after the distribution.

Any portion of the distribution which is treated as an exchange will be
taxable as long-term capital gain if the BEC Common Stock has been held for
more than one year on the date of the distribution; otherwise any gain will
be short-term capital gain. The federal income tax rate on long-term capital
gain will depend upon the length of time a stockholder has owned the BEC
Common Stock with respect to which the distribution is made. Gain taxable as
dividend income may be eligible for a dividends received deduction for
corporate stockholders. In addition, Section 1059 of the Code, which requires
corporate stockholders to reduce basis of shares in the case of certain
extraordinary dividends, may be applicable to corporate stockholders that
receive distributions which are taxable as dividend income. Finally, any
portion of the distribution which is treated as a dividend will be subject to
withholding tax for foreign stockholders.

Each holder's initial adjusted basis for the Bolle Common Stock received
in the Spinoff will be the fair market value of such stock at the time of the
distribution and the holding period for such stock will commence upon the day
of the distribution.

EACH BEC STOCKHOLDER IS ADVISED TO CONSULT HIS HER OR ITS OWN ADVISER AS
TO THE SPECIFIC TAX CONSEQUENCES TO SUCH STOCKHOLDER OF THE PROPOSED SPINOFF,
INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL AND FOREIGN INCOME AND
OTHER TAX LAWS.

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<PAGE>
SELECTED FINANCIAL DATA
(IN THOUSANDS EXCEPT PER SHARE DATA)

The following selected historical and pro forma combined financial data
have been derived from audited and unaudited historical financial statements
and should be read in conjunction with the consolidated financial statements
of the Company and its significant subsidiaries included herein.

The following unaudited Bolle Inc. pro forma combined financial data
represents the results of Bolle America combined with the results of Bolle
France.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
-------------------------------------------------------------- -----------------------
PRO PRO
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL FORMA ACTUAL FORMA
1992 1993 1994(1) 1995(2) 1996(3) 1996 1997(4) 1997
--------- --------- --------- --------- --------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales ......................... $15,495 $18,377 $23,094 $24,829 $24,425 $60,297 $ 20,670 $ 36,266
Cost of sales ..................... 8,595 9,126 10,814 12,181 12,130 29,140 9,750 18,267
--------- --------- --------- --------- --------- --------- ----------- ----------
Gross profit ...................... 6,900 9,251 12,280 12,648 12,295 31,157 10,920 17,999
Selling, general and administrative
expenses (including advertising
and sponsoring expenses) ......... 6,808 7,384 8,871 10,275 11,374 23,871 10,593 16,339
Merger related expenses ........... -- -- -- 3,050 -- -- -- --
Interest expense (income) .......... 488 336 316 (302) (256) 1,442 516 721
Other expense (income) ............ (81) (295) (104) 48 (450) (200) (803) (1,162)
--------- --------- --------- --------- --------- --------- ----------- ----------
Income (loss) before income taxes . (315) 1,826 3,197 (423) 1,627 6,044 614 2,101
Provision for (benefit from) income
taxes ............................. (120) 700 1,260 364 635 1,447 196 1,182
--------- --------- --------- --------- --------- --------- ----------- ----------
Net income (loss) ................. $ (195) $ 1,126 $ 1,937 $ (787) $ 992 $ 4,597 $ 418 $ 919
========= ========= ========= ========= ========= ========= =========== ==========
Pro forma shares outstanding ....... 7,088 7,088
Pro forma earnings per share ....... $ 0.65 $ 0.13

</TABLE>

- ------------
(1) In 1994, Bolle America paid a $50 dividend to its then current
shareholders.
(2) In November 1995, BEC acquired Bolle America in a transaction accounted
for as a pooling of interests. Accordingly, Bolle America, Inc. is
included in all periods presented.
(3) In 1996, the Company paid a dividend to BEC (its then current
stockholder) of $4,019.
(4) On July 10, 1997, the Company acquired Bolle France and related assets
in a transaction accounted for as a purchase. Accordingly, the results
of operations for Bolle France are included in historical results of
operations from that date.

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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Nine months ended September 30, 1997 compared to nine months ended September
30, 1996

Net sales of $20.7 million for the nine months ended September 30, 1997
increased from $19.8 million for the comparable period in 1996 despite a
decrease in sales in the United States, resulting from the acquisition of
Bolle France on July 10, 1997. Soft conditions in the market for premium
sunglasses contributed to the decrease in sales in the United States.

Gross margin increased from 51.5% for the nine months ended September 30,
1996 to 52.8% for the nine months ended September 30, 1997, reflecting the
trend of increasing gross margins as the Company moves from being a
distributor to a combined manufacturer and distributor.

For the nine months ended September 30, 1997, selling, general and
administrative expenses of $7.7 million increased from $6.3 million in the
comparable period in 1996 reflecting the addition of Bolle France costs.

Interest expense of $0.5 million for the nine months ended September 30,
1997 primarily reflects the interest expense on Bolle France acquisition
debt. In the comparable period in 1996, however, Bolle America's cash on hand
generated interest income of $0.2 million.

Other income consists primarily of allocated equity income on BEC's
investment in Eyecare Products of $0.6 million for the nine months ended
September 30, 1997 and $0.4 million for the nine months ended September 30,
1996. This income was allocated to the Company by BEC. Other items in other
income and expense include foreign exchange gains and losses and management
fee income.

The provision for income taxes of approximately $0.2 million or 32% of
income before income taxes for the nine months ended September 30, 1997
represents the anticipated effective tax rate of the Company in its present
structure. The tax provision of $1.0 million for the nine months ended
September 30, 1996 represented the Company's 39% effective tax rate for 1996
in its then present structure. The acquisition of Bolle France has had a
significant effect on the overall effective tax rate and provision
calculations due to the higher statutory tax rate in France and the
significant non-deductible amortization and depreciation expenses resulting
from purchase accounting.

Year ended December 31, 1996 compared to year ended December 31, 1995

Net sales were flat for the year ended December 31, 1996 compared to the
prior year. Although the premium sunglass market continued to grow, Bolle
America (the only business included in the Company at that time) was impacted
by industry problems that reduced sales in the fourth quarter. At the end of
1996 and into 1997, the Company's "grass roots" distribution worked in its
favor by lessening the effect of market declines experienced in the industry.

During 1996 and 1995, the Company purchased substantially all of its
products from Bolle France, which did not change its pricing significantly
during those years. Accordingly, the gross margin of 50% in 1996 did not
change materially from the 1995 gross margin of 51%.

Selling general and administrative costs increased from $7.6 million in
1995 to $8.1 million in 1996 primarily due to corporate allocation of its
stockholder's general and administrative expenses in 1996. In 1995, because
the Company was acquired by its stockholder in November, no allocations were
effected.

In November 1995, the Company was acquired by its stockholder in a
transaction accounted for as a pooling of interests. Accordingly, the merger
related costs of $3.1 million are included in the results of the Company for
1995.

In both 1996 and 1995, the Company's cash on hand resulted in interest
income of $0.3 million.

Other income in 1996 includes $0.4 million of allocated equity income from
BEC's investment in Eyecare Products. This income was allocated to the
Company by BEC. During 1995, because the acquisition of the Company did not
occur until November, the comparable equity income was not allocated. The
1995 amount consists primarily of foreign exchange losses.

22
<PAGE>
The effective tax rate of 39% in 1996 represents an operating basis
provision while the 1995 benefit reflects the significant effect of the
merger related expenses.

Year ended December 31, 1995 compared to year ended December 31, 1994

The increase in net sales of 7.5% from 1994 to 1995 reflects the Company's
participation in premium sunglass market growth as it strengthened its brand
image and competitive advantages.

The decrease in gross margin from 53% to 51% reflects price increases from
the Company's main supplier, Bolle France, not passed on to the customers.
This increase was partially offset by a volume-related decrease.

The 8.9% increase in selling, general and administrative expense from $7.0
million to $7.6 million reflects the increase in net sales and additional
administrative expenses associated with the Company's public offering
completed in December 1994.

Prior to the Company's public offering in December 1994, the Company's
average debt balances resulted in interest expense of $0.3 million for the
year ended December 31, 1994. Substantially all of the Company's debt was
repaid following the public offering resulting in interest income of $0.3
million for the year ended December 31, 1995.

Other income in both 1994 and 1995 represented foreign exchange gains and
losses resulting from currency movements between the United States Dollar and
the French Franc.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used by operating activities during the nine months ended
September 30, 1997 of $1.8 million represents the net income with the
negative effect of decreased accounts payable and increased other assets.
These cash uses were offset by decreased accounts receivable and non-cash
expenses. Depreciation and amortization for the nine months ended September
30, 1997 was $0.9 million compared to $0.3 million for the same period last
year, reflecting the acquisition of Bolle France. Cash paid for acquisitions
in 1997 represents the purchase of Bolle France net of cash received with the
acquisition. Capital expenditures of $0.4 million were also increased due to
the acquisition. These operating and investing activities were financed
through proceeds from indebtedness to stockholder.

Net cash provided by operating activities during the year ended December
31, 1996 consisted of net income and increases in accounts payable offset by
increases in receivables from related parties and inventory. The Company's
cash was payed to its stockholder from which it received interest income.

Net cash used by operating activities in 1995 consisted of the net loss
resulting from the merger-related expenses and increases in net working
capital. Cash on hand as a result of the December 1994 offering was used to
finance investing activities.

Net cash provided by operating activities in 1994 of $0.3 million
consisted of net income offset by increases in working capital to support the
growing business. The cash provided by operations along with proceeds from
long term debt was sufficient to fund the Company's investing activities. A
substantial portion of the public offering proceeds was used to repay
indebtedness.

In connection with the Contribution Agreement to be entered into between
BEC and the Company, approximately $18 million of indebtedness to related
parties incurred to finance the acquisition of Bolle France will be
capitalized. This reduction in the Company's debt will improve working
capital levels. The Company expects cash flows from operations combined with
available borrowing capacity to be sufficient to fund the Company's future
operating and investing needs.

NEW ACCOUNTING STANDARD

In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings Per Share" ("SFAS 128"), which revises the
calculation and presentation provisions of Accounting Principles Board
Opinion 15 and related interpretations. SFAS 128 is effective for the
Company's fiscal year ending December 31, 1997, and retroactive application
is required. The Company does not expect the implementation of SFAS 128 to
have a material effect on earnings per share amounts previously reported.

23
<PAGE>
BUSINESS

INTRODUCTION

The Company designs, manufactures and markets premium sunglasses and sport
shields, goggles and safety and tactical eyewear under the Bolle(Registered
Trademark) brand. Bolle(Registered Trademark) products enjoy worldwide
recognition and a high quality image in the sport and active lifestyle
markets, particularly skiing, golf and cycling, as well as a growing
reputation in the larger, fashion driven recreational sunglass market. The
Company's safety and tactical business, which accounts for approximately half
of the Company's aggregate unit sales, serves the specialty segment of the
safety eyewear market, including laser protection products and military
applications.

The recent creation of Bolle Inc. was completed to combine the Company's
ownership of the worldwide rights to the Bolle(Registered Trademark)
trademark for the Company's products with its international manufacturing and
distribution capabilities under one organization, which the Company believes
will allow it to expand its business and enhance its profitability. This
organization enables the Company to develop and execute a consistent and
unified marketing strategy targeted at promoting the Company's competitive
advantages. The Company believes that its competitive advantages include its
strong brand name, integrated design, production and marketing capabilities,
superior technology, specialized product offerings and established
international distributors in over 40 countries around the world. The Company
will seek to integrate these international distributors into a cohesive
worldwide network and add new distributors through acquisitions or
distributorship agreements.

In recent years, the retail sunglass market has experienced the emergence
of a specific premium market, reflected by increased sales of higher-priced
and quality-oriented products. The Company competes in the premium sunglass
market. The factors which contribute to the growth of this market include
advancements in product technology, growing demand for specialized sunglasses
leading to multiple purchases, increased health concerns and greater fashion
and image content. Safety and tactical eyewear products may be designed for
general or special purpose. The Company competes in the special purpose
safety and tactical eyewear market. The factors which contribute to the
growth of this market include increasing regulation of safety eyewear, new
special purpose applications, advancements in product technology and growing
demand for more style-oriented products. The Company believes that both its
sunglass and safety and tactical eyewear products, with their increased
user-specific characteristics and proven long-standing reputation for style
and high performance, are suited to today's consumer preferences in their
respective markets.

The Company has recently announced the following corporate developments,
which constitute a significant start to its growth strategy:

Alyn Supply Agreement. Consistent with its traditional focus on
technological innovation, the Company has entered into a three-year exclusive
Supply Agreement with Alyn, a manufacturer of specialized metal frames, to
create premium sunglass frames using Boralyn(Registered Trademark), a special
patented metal matrix providing greater strength and stiffness to weight
ratios than titanium, which is currently considered the leading metal for
advanced metal eyewear.

Howard Leight Distribution Agreement. The Company has entered into a
distribution agreement with Howard Leight, a major distributor of safety
products in North and South America, which, to date, had not offered safety
eyewear. The Howard Leight Distribution Agreement will enable the Company to
launch Bolle(Registered Trademark) safety eyewear products in North and South
America. Exclusivity is conditioned on minimum annual purchases from the
Company, beginning at U.S. $6,500,000 for 1998 and increasing annually
through 2003, at which time future minimum levels must be determined by
agreement between the parties. If these minima are met, the incremental sales
will increase the Company's total safety business by over 50% in 1998.

INDUSTRY OVERVIEW

The Premium Sunglass Market

The premium sunglass market consists of two main segments, premium and
value-priced. The premium market is defined by products with retail price
points over $30 and the value-priced segment is

24
<PAGE>
defined by products with retail price points below $30. The Company competes
in the premium sunglass market. The Company's main competitors are Bausch &
Lomb Incorporated ("Bausch & Lomb"), the marketer of the Ray Ban, Killer
Loop, Arnette and Revo brands, Luxottica, and Oakley, Inc. ("Oakley"), which
together control approximately 60% of the premium market segment and several
other companies with smaller market shares. The Company focuses on the $60 to
$90 price point range, which the Company believes differentiates it from its
major competitors in the sport segment whose average price is in excess of
$100. Approximately 19 million pair of premium sunglasses were sold in 1996
for a total value of $1.7 billion. Sales of premium sunglasses grew from $825
million in 1989 to $1.7 billion in 1996.

The key factors contributing to the continuing growth in the premium
sunglass market include the following:

Advancements in Product Technology. New products and technologies are
continually being introduced in the industry to improve the quality and
durability of frames and lenses. Advances include (i) lightweight, virtually
unbreakable, polycarbonate lenses for better comfort and safety; (ii)
interchangeable lenses offering multiple styles and functions for a
particular frame; (iii) scratch resistant coatings for longer lasting lenses;
and (iv) anti-reflective coatings to reduce glare and eyestrain, improve
visual clarity and cosmetic appeal. These innovations are increasing the
overall range of products in the market as well as, in many cases, profit
margins.

Growing Demand for Specialized Sunglasses Leading to Multiple
Purchases. In addition to consumer concern for quality eye protection and the
growing importance of sunglasses as a fashion accessory, demand for
specialized sunglasses to be used as equipment in different sports and
activities has grown. This additional customer demand has resulted in more
product offerings and greater frequency of purchases by consumers and
increased brand awareness.

Increased Health Concerns. Consumer awareness of the harmful effects of
ultraviolet rays on the eyes and the overall importance of health concerns
have increased. This has resulted in greater willingness by consumers to pay
more for premium sunglasses believed to provide greater eye protection. In
addition, as the proportion of the population who require corrective eyewear
increases, the demand for prescription sunglasses is expected to rise.

Increased Fashion and Image Content. Sunglasses are increasingly being
used as fashion accessories for dress, casual and recreational activities. A
number of leading designers, such as Giorgio Armani, Calvin Klein, Guess,
Nautica and Polo Ralph Lauren, among others, are leveraging the appeal of
their brand names by offering lines of sunglasses. As the emphasis shifts to
include function and fashion, the offerings of shapes and colors has been
expanded, creating more sunglass choices and resulting in more frequent
purchases by customers.

The Safety and Tactical Eyewear Market

Safety and tactical eyewear products may be designed for general or
special purpose. General purpose safety and tactical eyewear products provide
undifferentiated protection against hazards such as flying objects, glare and
liquid. Special purpose safety and tactical eyewear products are designed to
fit the needs of a particular category of customers in addition to providing
the same protection features as general purpose safety and tactical eyewear
products. The Company competes in the special purpose segment of the safety
and tactical eyewear market. The Company's main competitors are Bacou USA,
Inc., the marketer of Titmus(Registered Trademark) and Uvex(Registered
Trademark) products, WGM Safety Corp. (a subsidiary of French manufacturer
Christian Dalloz S.A.) which distributes its products under the Willson
Safety Products trade name, and Crews, Inc., which distributes its products
under the Crews Safety Products trade name.

The key factors contributing to the growth of the safety and tactical
eyewear market include the following:

Increased Regulation of Safety Eyewear. Demand for safety eyewear products
is driven by government regulations promulgated by agencies such as the
Occupational Safety and Health Administration, the Mine Safety and Health
Administration and the National Institute of Occupational Safety and

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Health mandating the use of personal protective eyewear for certain job
classifications and work-site environment. Other factors creating
requirements for personal safety eyewear products at the workplace include
the rising cost of insurance, costs and liabilities relating to worker injury
and increased safety awareness.

New Special Purpose Applications. Demand for laser eye protection
equipment has risen as a result of the generalization of the use of laser in
manufacturing processes, military operations and for medical treatment. Other
special purpose applications which have developed in recent years include
protective eyewear for firefighters, sky divers and paratroopers.

Advancements in Product Technology. Technological trends in the industry
include a move toward lighter-weight and thinner polycarbonate lenses,
special applications lenses, such as infrared lenses, and increased use of
coatings, such as scratch resistant and anti-fog coatings. Consumer
preferences include lighter and more sophisticated products as more demand
for protective eyewear products arises from service industries, schools and
hospitals. In 1989, the American National Standards Institute (ANSI) changed
the standard pertaining to eye and face protection products. Under the new
standard, the evaluation of safety and tactical eyewear products shifted from
design to performance based criteria. As a result, producers moved to
incorporate more technology in their manufacturing processes to improve
product performance.

Demand for Style-Oriented Products. Style and comfort have led to better
user acceptance and even desirability. Product users prefer fashionable and
comfortable safety and tactical eyewear products. Therefore, the Company
believes that industrial purchasers are inclined to select functional
products which combine the characteristics of fashion and comfort whenever
available because product users are more likely to wear such products
regularly, thereby increasing regulatory compliance and reducing the risk of
injury. As a result, more spectacles and wrap around styles are being
developed, as opposed to heavier and bulkier goggles and face shields. Rising
demand for a broader variety of lens options, styles and colors is also
expected.

BUSINESS STRATEGY

Building on its technological heritage and its other competitive
advantages, the Company intends to leverage its established international
distributors in over 40 countries through a worldwide marketing initiative to
expand the Bolle(Registered Trademark) brand aggressively. The Company
believes that it is uniquely positioned, through its competitive advantages,
to implement successfully this growth strategy and achieve its brand
expansion objective.

Competitive Advantages

The Company believes that it has the following competitive advantages
which contribute to differentiate it from its competitors:

Strong Brand Name. Bolle(Registered Trademark) products enjoy a strong
reputation for high performance and style. This reputation is based on the
superior technical characteristics of the Bolle(Registered Trademark) frames
and lenses. Because famous brand names are known to trigger instant appeal
among consumers, the Company continuously seeks to strengthen consumer
perception of the Bolle(Registered Trademark) brand name as that of high
quality, technologically advanced and fashionable eyewear products. The
Company believes that the Bolle(Registered Trademark) brand ranks among the
five best known brands in the premium sport sunglass market and is especially
strong among consumers having an active lifestyle, such as skiers, cyclists,
surfers and other sports enthusiasts. As a result, the Company has the
ability to lead the market for certain of its products. For example,
Bolle(Registered Trademark) ski goggles collections such as Chrono and Future
have been recognized as setting standards for quality products in their
market by numerous ski champions. The Company will continue to pursue its
constant search for superior lens technology as well as improved frame
quality and design with the objective of achieving increased brand
recognition and greater differentiation from its competitors.

Integrated Design, Production and Marketing. As a result of its July 1997
acquisition of Bolle France, the Company owns the production and design
capabilities of Bolle France and the worldwide rights to the Bolle(Registered
Trademark) brand for its products. This organization enables the Company to
develop and execute

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a consistent and unified worldwide marketing and distribution strategy
focused on expanding the Bolle(Registered Trademark) brand with consistency
of brand image and design innovation. The Company's design team, which is
supervised by Mr. Maurice Bolle, oversees the entire design process from mold
creation to the final lens development stage. The Company enjoys flexible
manufacturing in Oyonnax, France through the use of local subcontractors,
while retaining control over manufacturing and all its proprietary processes.

Superior Technology. Bolle(Registered Trademark) eyewear products
incorporate several unique technological features, thus enabling the Company
to better differentiate itself from its competitors. In addition, unlike most
of its competitors, the Company manufactures its own polycarbonate lenses.
The Company's primary lens material is polycarbonate, a lighter and more
impact resistant material than glass which provides 100% protection from
damaging ultraviolet light. Bolle(Registered Trademark) proprietary lenses
provide each eye with a separate optical center of focus, which permits the
use of wraparound designs with wide coverage without sacrificing overall
optical clarity or introducing distortion. Other materials used in the
manufacturing of Bolle(Registered Trademark) products include an hydrated
"memory" nylon, a virtually unbreakable material obtained through a
proprietary process owned by the Company. The Company uses this special
process to saturate the nylon material so that it retains moisture. Frames
made out of such material return to their original shape after a
mistreatment, which significantly improves product life. The Company also
offers an interchangeable lens system (marketed under the
Breakaway(Trademark) brand), which enables consumers to customize the look
and function of certain Bolle(Registered Trademark) products by offering
different lenses in the same frame. Consistent with its traditional focus on
technological innovation, the Company has entered into a six-year exclusive
Supply Agreement with Alyn, a manufacturer of specialized metal frames to
create premium sunglass frames using Boralyn(Registered Trademark), a special
patented metal matrix providing greater strength and stiffness to weight
ratios than titanium, which is currently considered the leading metal for
advanced metal eyewear. As a result of its superior technological
characteristics, Bolle(Registered Trademark) eyewear is known for its
durability, resiliency and light weight, all characteristics that are
important to customers engaged in sports and leisure activities. It is the
Company's objective to continue to develop, manufacture and sell products
with these superior quality and durability characteristics.

Specialized Product Offerings. The Company is currently in the process of
focusing its lines and collections of sunglasses and sport glasses based on
their use rather than their design, style or other defining criteria. The
Company intends to market its products based on the type of sport for which
they are designed, in an attempt to respond to a growing consumer preference
for sport-specific eyewear. The Company has a long-standing tradition of
designing and manufacturing in cooperation with its sponsored athletes high
performance eyewear products featuring sport-specific characteristics. For
example, the Company has worked with French Olympic Ski Champions Jean-Claude
Killy and, more recently, Luc Alphand to design and continuously improve its
ski goggles. The Company also worked closely with U.S. Cycling Champion Greg
LeMond, a three time winner of the Tour de France, to design its current line
of cycling glasses, including the signature Greg LeMond Attack(Trademark)
line. In 1992, the Company was the first to introduce sunglasses with
features specifically designed for golf, such as distortion free vision and
wraparound design to prevent wind and glare interference. Other examples of
lines of sport glasses include Aquashield for water sports and Varsity for
squash and racquetball. The Company believes that its experience in designing
sport specific eyewear products makes it particularly well positioned to
respond to current trends in consumer preferences.

Established International Distributors. The Company has established
international distributors in over 40 countries around the world. The largest
independent distributor of Bolle(Registered Trademark) sunglasses and safety
eyewear products is Bill Bass Optical, which has exclusive rights to
distribute Bolle(Registered Trademark) products in Australia. Bill Bass
Optical became the distributor of Bolle(Registered Trademark) products in
Australia in 1982 and was able to develop sales of Bolle(Registered
Trademark) products in Australia to over A$15,000,000 in 1996. The remainder
of the Company's distribution capabilities in addition to affiliated
distributors consists of distributorship arrangements with well established
providers of eyewear products which are familiar with their local market. As
a result of this structure, the Company's distribution business has become to
a large extent multi cultural, yet with a single brand name and well
differentiated products. The Company expects that this will enhance the
implementation of its international marketing and distribution strategy.

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Growth Strategy Targeted at Expanding Aggressively the Bolle(Registered
Trademark) Brand

Worldwide Marketing Initiative. The Company intends to enhance and unify
its marketing efforts with the objective of achieving increased recognition
of the Bolle(Registered Trademark) brand name around the world. The Company's
worldwide marketing initiative includes a unified brochure for distributors
worldwide, coordinated advertising campaigns in major international and local
media and at retail locations, more focused sponsoring of athletes attracting
international interest and the unification of the Company's sport celebrities
endorsement program. The Company's marketing initiative will seek to
emphasize through a unified sport-specific approach the technological
characteristics and long standing proven reputation for style and performance
of Bolle(Registered Trademark) products. The Company's marketing strategy
also includes training retail salespersons to fully understand the
specificities of Bolle(Registered Trademark) products and in-store education
highlighting the Bolle(Registered Trademark) style and technical features.
The Company expects to coordinate with its international distributors future
introductions of new Bolle(Registered Trademark) products, such as a new
motorsports line, so as to maximize the benefits which the Company may derive
from its worldwide rights to the Bolle(Registered Trademark) brand and
enhance global sales. The Company also expects that the impact of its
worldwide marketing initiative will be maximized by its parallel efforts to
build a cohesive distribution network.

Create and Leverage a Cohesive Distribution Network. The Company will seek
to ascertain greater control over the distribution of its products by
creating and expanding an integrated network of Bolle(Registered Trademark)
distributors around the world through acquisitions and distributorship
agreements. The Company has entered into an agreement with Howard Leight, a
major distributor of safety products in North and South America, which, to
date, had not offered safety eyewear. This agreement will enable the Company
to launch Bolle(Registered Trademark) safety eyewear products in North and
South America. The Company expects the integration and expansion of its
distribution channels to result in new accounts and a larger customer base.
In addition, the Company expects the improved efficiencies that could result
from this strategy to lead to excess distribution capacity, which, when
combined with actual increased production, could also contribute to increased
sales.

Increased Use of Flexible Manufacturing. The Company enjoys flexible
manufacturing in Oyonnax, France through the use of local subcontractors,
while retaining control over manufacturing and all proprietary processes. The
use of a number of small local subcontractors enables the Company to maintain
a variable cost structure and minimal inventory levels, as well as to respond
quickly to shifting trends in the industry. The Company will seek to improve
the efficiency of this flexible manufacturing process by reducing lead time
from design to distribution. The Company expects improved efficiency to
result in increased manufacturing capacity and faster product launches.

Develop Product Line Extensions. The Company has plans to develop product
line extensions bearing the Bolle(Registered Trademark) brand. Once the
reputation of the Bolle(Registered Trademark) brand as a worldwide leader is
established in a particular sport and active lifestyle market, brand
extensions have been successful, as shown by the Company's experience with
Bill Bass Optical in Australia, which has developed and carries a successful
line of Bolle(Registered Trademark) golf and ski clothing.

PRODUCTS

General

The Company designs, manufactures and markets premium sunglasses and sport
shields ranging in retail price from $30 to $165 and ski goggles at most
price points. The Company currently offers approximately 180 models of
sunglasses, sport shields and goggles in 15 collections for a total of
approximately 400 separate product offerings. Each year, the Company attempts
to introduce a number of new models and collections and retire slower moving
product offerings. Recently introduced Bolle(Registered Trademark) products
include the Breakaway(Trademark) and Snakes(Trademark) collections. The
Company believes that the continued introduction of new and innovative
products will be important to its success and that it must continue to
respond to changing consumer preferences in the areas of style, function and
technological innovation.

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Active Lifestyle Focus

Bolle(Registered Trademark) sunglasses are particularly suitable to most
athletic endeavors, from recreational activities to hard-core competition,
such as skiing, snowboarding, triathlon, surfing, golf and other outdoor
pursuits and generally to the needs of customers having an active lifestyle.
Bolle(Registered Trademark) sport shields and goggles are offered for a broad
range of sports activities, including road and high-speed sports, squash,
racquetball and other high impact sports, golf, surfing and windsurfing, rock
and ice sports as well as sky diving. Bolle(Registered Trademark) ski goggles
are designed to provide performance and protection to persons facing the
elements encountered in skiing, snowboarding and other winter sports. Sales
in the ski goggle market are dependent to a significant extent on weather
conditions and the quality and duration of the ski season. Bolle(Registered
Trademark) safety and tactical eyewear includes safety glasses and goggles,
face shields, laser eye protection devices and other specialized safety and
tactical eyewear products.

Superior Technological Characteristics and Proven High Performances

Bolle(Registered Trademark) Polycarbonate Lenses. The Company's primary
lens material is polycarbonate, a lighter and more impact resistant material
than glass, which provides providing high protection from damaging sun light.
The Company was among the first to incorporate lightweight polycarbonate
lenses for use in recreational eyewear, including sunglasses and sport
glasses. The Company has since developed its own polycarbonate lens, the
so-called Bolle(Registered Trademark) 100, which is capable of stopping 100%
of ultraviolet rays, 100% of infrared rays and 56% of blue light. This lens
can achieve this high performance without any surface coating. Its filtering
power is due exclusively to absorbers included in the material and its
application is used in sun protection, computer work, welding and lasers.
Approximately 85% of the Company's total current production features
polycarbonate lenses. The Company believes the use of polycarbonate lenses
has played an important role in its ability to manufacture high performance
technologically-advanced eyewear products. Although polycarbonate is three
times lighter than glass and maintains perfect optical quality, it is twenty
times more impact resistant than glass and can be pierced without creasing,
cracking or splitting. Optically correct polycarbonate lenses are quartz
coated for scratch resistance. Polycarbonate lenses are available in a
variety of colors including smoke, vermilion, amber, emerald and clear, each
adapted to particular weather conditions.

Acrylic, Acetate and Glass Lenses. Other lens materials in the Company's
product lines include acrylic, acetate and glass. Acrylic is a durable yet
inexpensive material used in the Company's medium-priced collections that
allows the Company to offer products at an economical price point. Acrylic
lenses are lighter than glass and pass tests adopted by the U.S. Food and
Drugs Administration for impact resistance and offer scratch resistance
through quartz coating. Cr 39(Registered Trademark) plastic lenses are
available in clear, yellow, vermilion, smoke and all weather designs. Spectra
lens coatings that are available include blue, green, orange, rose, gold and
silver. The Polarized lens collection features glass lenses. Light smoke,
dark smoke and light brown polarization is available. Multilayer coatings
include blue, violet, green, red, gun and infrared.

Bolle(Registered Trademark) Frames. The Bolle(Registered Trademark) nylon
frames are lightweight and virtually unbreakable. The Company uses an
hydrated "memory" nylon, a virtually unbreakable material obtained through a
proprietary process owned by the Company. The Company uses this special
process to saturate the nylon material so that it retains moisture. Frames
made out of such material return to their original shape after a
mistreatment, which significantly improves product life. Pigments are
incorporated during the manufacturing process and are therefore unalterable.
Grylamid frames are used for their transparent properties and light weight
while metal frames employ state-of-the-art alloys which provide durability
and resiliency while offering modern styling. Frames are offered in a variety
of monochromatic versions from black to fluo pink to white as well as in
exotic versions from patterns in the "Graffiti" line to various sparkling
colors in the "Crystal" line and most recently "Cyber" colors.

Optional Features

The Company offers an interchangeable lens system (marketed under the
Breakaway(Trademark) brand), which enables consumers to customize the style
and functions of certain Bolle(Registered Trademark) products by adapting
different lenses to the same frame. Also offered with many Bolle(Registered
Trademark) products is a patented Sport Optical

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<PAGE>
System(Trademark), which the Company has designed to satisfy the needs of an
increasing number of its customers requiring sport glasses with corrective
lenses. Along with anti-scratch coating and polarization, most
Bolle(Registered Trademark) sport and protective eyewear products offer
anti-fog coating, which the Company was the first to develop for its ski
goggles in 1973.

ADVERTISING AND MARKETING

As a result of its recent acquisition of Bolle France, the Company owns
the production and design capabilities of Bolle France and the worldwide
rights to the Bolle(Registered Trademark) brand for its products. This
organization enables the Company to create and execute a consistent and
unified worldwide marketing and distribution strategy. This strategy is
focused on leveraging the Bolle(Registered Trademark) superior technology and
established distributors in over 40 countries to aggressively expand the
Bolle(Registered Trademark) brand with consistency of brand image and design
innovation. The Company's worldwide marketing initiative includes a unified
catalog for distributors worldwide, coordinated advertising campaigns in
major international and local media and at retail locations, increased
sponsoring of significant sport competitions and athletes attracting
international interest and the unification of the Company's sport celebrities
endorsement program. The Company's marketing strategy also includes training
retail salespersons to understand fully the specifics of Bolle(Registered
Trademark) products and in-store education highlighting the Bolle(Registered
Trademark) style and technical features. The Company expects that the impact
of its worldwide marketing initiative will be maximized by its parallel
efforts to build a cohesive distribution network. The Company expects to
coordinate future introductions of new Bolle(Registered Trademark) products,
such as a new motorsports line, with its international distributors so as to
maximize the benefits which the Company may derive from its worldwide rights
to the Bolle(Registered Trademark) brand and enhance global sales. The
Company's marketing initiative will seek to emphasize through a unified
sport-specific approach the technological frame and lens characteristics and
long-standing proven reputation for style and performance of Bolle(Registered
Trademark) products.

The Company intends to unify and expand its sponsoring program through the
use of endorsement arrangements with sports celebrities and professional
athletes. Endorsement contracts typically have a two-to three-year term,
providing the Company with flexibility to renew such contracts. The Company
has sponsored athletes in a number of venues including the Tour de France,
the Olympic Games and the Pro Golf Tour. French Olympic gold medal ski
champion Luc Alphand, uses and endorses the Company's Chrono line of ski
goggles. The Company also sponsors a variety of teams and organizations
including sport federations and the Professional Golfers Association. These
sponsorships are a cost effective means of publicizing the Bolle(Registered
Trademark) brand name while demonstrating the Company's ability to deliver
quality products that satisfy the performance needs of a broad array of
sports.

The Company intends to capitalize on the opportunity to consolidate
globally the brand management and marketing of the Bolle(Registered
Trademark) brand for its products. This will enable the coordination of new
product releases worldwide and promote a consistent brand image and an
international, focused athlete sponsorship program.

DESIGN AND PRODUCTION

Design. The Company employs a four person design team in Oyonnax and
maintains relationships with outside design agencies under the supervision of
Mr. Maurice Bolle. Mr. Maurice Bolle designed the famous cat eye sunglass in
the 1950's. The Bolle design team oversees the entire design process, from
carving the actual frame out of acetate to mold creation, forming, polishing
and the final lens development stage. Approximately 20 new molds are designed
each year. The Company currently houses a library of approximately 700 molds.
The molds for each Bolle(Registered Trademark) design have been inventoried
in a warehouse at the Company's facilities in Oyonnax, France and the Company
believes it maintains the capability to produce over 97% of the products
represented by its mold inventory.

Production. Although the Company has outsourced the completion of a
substantial number of steps in the process it uses to manufacture its
products, the Company still closely oversees the activities of its
subcontractors. This enables the Company to retain control over the entire
assembly process that leads to any finished Bolle(Registered Trademark)
product, including the production of eyeglass frames through injection
molding and of foam cushioning and straps for the Company's sport products as
well as the creation of design

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<PAGE>
applications added to eyeglass frames. The majority of the subcontractors of
the Company are located in the immediate vicinity of the Company's facilities
in Oyonnax, France and the manufacturing of Bolle(Registered Trademark)
products is their primary activity. The Company has not entered into binding
agreements with its subcontractors and has not outsourced the production of
items involving proprietary processes. However, the Company believes that its
history of good relations with such subcontractors and the close proximity of
these subcontractors to its operations provides a conducive environment for
continued good business relations. The Company believes its arrangements with
subcontractors enable it to maintain a variable cost structure and minimal
inventory levels, as well as to respond quickly to shifting trends in the
industry.

Products manufactured entirely by the Company include those made pursuant
to orders that are not large enough to warrant subcontractor production, or
which require the utilization of certain molds which do not fit the machine
specifications of subcontractors or which correspond to new or specific
design requirements, such as hard eyewear cases or certain eyeglass frames
which feature a wire-reinforced temple. The Company also participates in
original equipment manufacturing for other manufacturers of premium-priced
eyewear at its manufacturing facility. The Company believes the manufacturing
of these products is evidence of its continued reputation as a quality
producer of high performance eyewear.

SUPPLIERS

Raw Materials

The Company generally obtains the raw materials required for use in
eyewear production, such as polycarbonate and nylon, from distributors of
such materials and occasionally directly from suppliers. The Company is not
dependent on any one source for supply of such materials and has not in the
past, had and does not expect in the future to have, difficulty in obtaining
these materials. These materials are generally available from a number of
U.S. and international suppliers.

Metal Frames

Pursuant to its Supply Agreement with the Company, Alyn has agreed to
exclusively provide the Company with sunglass frames using Boralyn(Registered
Trademark), a special proprietary metal matrix providing greater strength and
stiffness to weight ratios than titanium, which is currently considered the
leading metal for advanced metal eyewear. Alyn has retained the right to
provide certain prescription eyeglass frames to other customers. In order to
retain exclusivity, the Company must maintain certain specified minimum
purchase amounts. The Alyn Supply Agreement is for a term of three years
beginning with the first shipment of frames from Alyn to the Company and will
extend for an additional three years if the Company meets its contractual
requirements and agrees to certain specified purchase levels.

COMPETITION

The Company faces intense competition in the premium sunglasses and ski
goggle business. The premium sunglasses industry is dominated by three large
competitors, Bausch & Lomb, Luxottica and Oakley, with a combined share of
the U.S. premium sunglass market estimated at approximately 60%. The rest of
the market is fragmented, with numerous small competitors. The Company
competes with a number of manufacturers, importers and distributors whose
brand name may enjoy recognition which exceeds that of the Bolle(Registered
Trademark) brand name. The principal methods of competition are style,
product performance, price and brand recognition. Most competitors of the
Company offer a portfolio of brands, as opposed to focusing exclusively on
one brand, as do the Company and Oakley.

Companies active in the Company's industry must respond simultaneously to
changes in fashion and technology, yet maintain inexpensive and rapid
production in order to remain competitive. Moreover, general economic
conditions and regulatory polices complicate the different companies' ability
to address all factors effectively. Consequently, these companies alleviate
the complexity through reliance on name brands and images. Consumers'
purchasing decisions are often the result of highly subjective preferences
which can be influenced by many factors, including, among others,
advertising, media, promotions and product endorsements.The Bolle(Registered
Trademark) name has been recognized for decades and the Company believes that
it is well positioned to retain such strong recognition in the future. The
Company believes that its

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competitive advantages include its strong brand name; product quality;
product performance; leading edge styling; integrated design, production and
marketing; superior technology and technological innovation; specialized
product offerings; price; and international distribution networks. The
Company also believes that the competitive advantage constituted by the
Company's right to market Bolle(Registered Trademark) products in the United
States through multiple retail distribution channels, including general and
specialty sporting goods stores and optometrist, ophthalmologists and
opticians, is important to its competitive position.

The Company believes that its continued success will depend upon its
ability to remain competitive in its product areas. With several of its
competitors having greater financial, research and development, manufacturing
and marketing experience and resources than the Company, the Company faces
substantial long term competition. The failure to compete successfully in the
future could result in a material deterioration of customer loyalty and the
Company's image and could have a material adverse effect on the Company's
business.

CUSTOMERS

The distributors owned by the Company are not dependent upon a single
customer or few customers. None of the Company's customers account for more
than 10% of the Company's consolidated revenues. Bolle America's top 25
customers represent approximately half of its total net sales. In addition to
its relationships with large chains, Bolle America has an established
distribution network to thousands of smaller customers.

QUALITY CONTROL AND PRODUCT IMPROVEMENT

Bolle(Registered Trademark) products are subject to stringent quality
control requirements. At every step of the production process, each piece of
a product is inspected by hand before moving to the next level of production.
The Company estimates that each unit of eyewear undergoes a minimum of four
quality control inspections before it leaves the facility. Technicians test
random samples from the manufacturing facility and from subcontractors to
check for durability and other production specifications. Product
improvements are continually developed in the Company's testing laboratory.
For instance, the Company tests the fit of its sport and safety goggles by
using a machine which agitates particles in the air and measures the amount
of particles which pass through the edges of the product. The Company's
testing laboratory meets all British, German and U.S. international standards
for testing. High velocity and radiation testing are conducted regularly.
Laser coating units and spectrophotometers add to the Company's ability to
produce superior products.

SALES AND DISTRIBUTION

The Company sells its products through a worldwide network of both
affiliated and independent wholesale distributors in over 40 countries, which
in turn distribute Bolle(Registered Trademark) products to retail outlets.
During 1996, 42% of total sales were to North American distributors, 36% of
sales were in Europe, 14% of sales were in Australia and Asia and 8% of sales
were made to distributors in the rest of the world.

Among affiliated distributors, Bolle America is the largest and
distributes Bolle(Registered Trademark) products in the United States, Mexico
and Costa Rica. The Company is in the process of consolidating the
distribution operations of Bolle America with the manufacturing and
distribution operations of Bolle France. The remainder of the Company's
distribution capabilities consist of distributorship arrangements with well
established providers of eyewear products, among which Bill Bass Optical in
Australia is the largest. In the United States, the Company sells its
products through a nationwide network of approximately 50 independent sales
representatives and distributors to over 10,000 accounts, which include
general and specialty sporting good stores, opticians, ophthalmologists and
optometrists, golf pro shops, retail sunglass stores and mail order catalog
companies.

The Company's retail products distribution operations are designed to meet
the individual inventory and service requirements of its customers. Products
are shipped in a variety of volumes, ranging from full

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truck loads, to small order to pre-stocked displays. Most orders are shipped
by ground service via common carriers to either a customer's distribution
center or directly to the customer's retail location. The Company believes
that its operations are capable of meeting a customer's individual service
needs.

Howard Leight, a major distributor of industrial safety products, has
committed to purchase from the Company certain safety eyewear products for
exclusive marketing and sale through industrial supply networks in North and
South America. Under the Howard Leight Distribution Agreement, if Howard
Leight fails to maintain specified minimum periodic purchase levels, the
Company has the right to hire additional distributors for the products and
the territories covered by the Agreement. These minimum periodic purchase
levels begin at $6,500,000 for 1998 and increase annually through 2003, at
which time future minimum levels must be agreed between the Company and
Howard Leight. The Agreement has an initial term of seven years, beginning
October 15, 1997, and is automatically renewed thereafter for successive
one-year terms unless either party gives three months' notice of termination.

The Company plans to consolidate many of its distributors through
acquisitions or other arrangements over the next three years. The Company
believes that this will provide the potential for increases in the efficiency
and utilization of its distribution channels.

SEASONALITY

The Company's sunglass business is seasonal in nature with the second
quarter having the highest sales due to the increased demand for sunglasses
during that period. The Company's goggle business is seasonal in nature with
the first quarter having the highest sales due to the increased demand for
goggles during the ski season. This seasonality is partially offset by safety
eyewear sales worldwide.

REGULATION

The Company has been specifically certified to manufacture sunglasses,
sport products and industrial protection products as well as laser protection
products and eyewear produced for specific military orders. The Company
believes it is certified to sell its eyewear products in every country of the
world.

INTELLECTUAL PROPERTY

The Company, directly or indirectly, owns the exclusive right to a number
of registered trademarks in the United States and other countries, including
Bolle(Registered Trademark); Bolle PC(Registered Trademark);
ACRYLEX(Registered Trademark); ALIEN(Registered Trademark);
CONTOUR(Registered Trademark); CHRONOSHIELD(Registered Trademark); MICRO
EDGE(Registered Trademark); GEOMETRIC(Registered Trademark); TIGER
SNAKE(Registered Trademark); SUNSPENDER(Registered Trademark); Bolle
EYEZONE(Registered Trademark); EYEZONE DESIGN(Registered Trademark); NORTHERN
LIGHTS(Registered Trademark); PUT 'EM ON YOUR FACE(Registered Trademark);
EAGLE VISION(Registered Trademark); TACTICAL(Registered Trademark); AVANT
EDGE(Registered Trademark); bf(Registered Trademark); MAURICE
BOLLE(Registered Trademark); CARBO GLAS(Registered Trademark);
AQUASHIELD(Registered Trademark); and the Snakes design. In addition, Bolle
America has applications pending to register a number of additional
trademarks, including BREAKAWAY(Trademark), SEE BETTER, PLAY
BETTER(Trademark); Bolle MADNESS(Trademark); Bolle ATTACK(Trademark); Bolle
ESCAPE(Trademark); Bolle CARBONEX(Trademark); VAPOR TRAIL(Trademark); and
TOUR ELITE(Trademark).

The Company has a number of design and utility patents registered in the
United States and other countries and owns the Bolle(Registered Trademark)
trademark for the Company's products. The Company's United States patents
have expiration dates ranging from 2001 to 2015; certain of these patents are
subject to the payment of maintenance fees to maintain their registration.
These patents are intended to protect the unique design and functional
characteristics of certain Bolle(Registered Trademark) products from
duplication by competitors. There can be no assurance that any individual
patent will provide substantial protection or be of commercial value. The
loss of any one patent would not have a material adverse effect on the
business of the Company.

EMPLOYEES

As of , the Company had approximately employees, about half of
which were assigned to the Company's design, production and distribution
operations in France and the remainder to its distribution operations in the
United States and other parts of the world. None of the Company's

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<PAGE>
employees working in the United States is subject to a collective bargaining
agreement. Employees of the Company working in France are subject to the
provisions of the French Labor Code and a collective bargaining agreement.
The Company considers its relations with its employees in the United States
and France to be satisfactory.

FACILITIES

As of , 1997, the locations of the Company's principal facilities are
as follows:

LOCATION PRINCIPAL USE/USER(S)
- ------- ---------------------
Oyonnax, France Manufacturing plant, design center, warehouse and
office space
Denver, Colorado Warehouse and office space for Bolle America

The Company's main manufacturing facility in France is approximately
90,000 square feet, located just outside Oyonnax, France. This facility
houses the majority of the manufacturing activities of the Company as well as
the quality control aspects, management, accounting and design.

The Company owns all of its manufacturing facilities in France and leases
its Denver facilities.

In addition, the Company owns and leases to an unaffiliated lessee an
approximately 150,000 square foot building located in Farmer's Branch, Texas.
The property is subject to a mortgage in the principal amount of
approximately $3.6 million.

ENVIRONMENTAL REGULATION

Manufacturing operations managed by corporations in which the Company has
an interest are subject to regulation by various federal, state and local
agencies concerned with environmental control. The Company believes that
these facilities are in substantial compliance with all existing federal,
state and local U.S. and non U.S. environmental regulations.

LEGAL PROCEEDINGS

While the Company is engaged in routine litigation incidental to its
business, the Company believes it is not currently a party to any "material"
pending legal proceedings (as defined under Item 103 of Regulation S-K). In
connection with the Spinoff, it is expected that the Company will agree to
indemnify BEC against liabilities which may arise from certain pending
litigation. See "The SPINOFF--Transfer of the Non-ORC Business to the
Company." The Company does not believe that any of such pending litigation
would constitute "material" pending legal proceedings if the Company were
itself a party to such litigation.

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<PAGE>
MANAGEMENT

The following table sets forth the names, ages and positions of the
executive officers and members of, and nominee for election to, the Company's
board of directors. Their respective backgrounds are described following the
table.

<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------- ----- --------------------------------------------------
<S> <C> <C>
Martin E. Franklin ......... 33 Chairman of the Board of Directors
Gary Kiedaisch ............. 51 Chief Executive Officer and Director
Ian G. H. Ashken ........... 37 Executive Vice President of Finance and
Administration, Chief Financial Officer, Assistant
Secretary and Director
Franck Bolle ............... 41 Director
Patricia Bolle Passaquay .. 40 Director
David Moore ................ 40 Director

</TABLE>

Directors of the Company are elected annually at the annual meeting of
stockholders. The next annual meeting of stockholders is scheduled for May
1998. All of the officers identified above serve at the discretion of the
Board of Directors of the Company. Other than Franck Bolle and Patricia Bolle
Passaquay, who are cousins, there are no family relationships between any
persons identified above. In connection with the listing of the Bolle Common
Stock on Nasdaq, the Company intends to nominate three additional individuals
as independent directors. David Moore has agreed to be named as one of these
three independent Directors prior to the Effective Time.

The Company expects to form (i) an Audit Committee which will review the
services provided by the Company's independent auditors, consult with the
independent auditors on audits and proposed audits of the Company and review
the need for internal auditing procedures and the adequacy of internal
controls; (ii) a Compensation Committee which will determine executive
compensation and stock option awards; and (iii) an Executive Committee which
will exercise, to the maximum extent permitted by law, all powers of the
Board of Directors between board meetings, except those functions assigned to
specific committees. The Board of Directors may establish additional
committees from time to time.

The following are brief biographies of persons identified above.

Martin E. Franklin was elected Chairman of the Board of the Company in
February 1997. Mr. Franklin was elected Chairman of the Board and Chief
Executive Officer of BEC in December 1995. Mr. Franklin was Chairman of the
Board and Chief Executive officer of BEC's predecessor, Benson from October
1992 to May 1996 and President from November 1993 to May 1996. Mr. Franklin
has been the Chairman and Chief Executive Officer of Pembridge Holdings, Inc.
since 1990. From 1988 to 1990, Mr. Franklin was Managing Director of
Pembridge Associates, Inc. Both Pembridge Associates, Inc. and Pembridge
Holdings, Inc. specialized in merchant banking and related services. Mr.
Franklin has been Chairman and Chief Executive Officer of Marlin Holdings,
Inc., the general partner of Marlin Capital, L.P., since October 1996. Mr.
Franklin is non-executive Chairman and a director of Eyecare Products plc and
also serves on the boards of Specialty Catalog Corp. and certain private
companies. Mr. Franklin received his B.A. in Political Science from the
University of Pennsylvania.

Gary Kiedaisch was appointed Chief Executive Officer of the Company in
July, 1997. From 1989 until his appointment as the Chief Executive Officer of
the Company, Mr. Kiedaisch had been President and Chief Executive Officer of
the Mt. Mansfield Company dba Stowe Mountain Resort, a wholly owned
subsidiary of multi-national insurance and financial services conglomerate
American International Group. Prior to his tenure in Stowe, he held executive
positions with several high visibility companies in the winter sports
industry including AMF Head Ski Worldwide, Raichle Monitor USA, Blizzard
North America and Hart Ski Manufacturing Company, where he had responsibility
for worldwide marketing, coordinating and consolidating distributor networks
and unifying worldwide brand identification.

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<PAGE>
Ian G.H. Ashken, A.C.A. was elected Executive Vice President, Chief
Financial Officer, Assistant Secretary and a Director of the Company in
February 1997. Mr. Ashken was elected Executive Vice President, Chief
Financial Officer, Assistant Secretary and a Director of BEC in December
1995. Mr. Ashken was Chief Financial Officer of Benson and a director of
Benson from October 1992 to May 1996. Mr. Ashken also served as Benson's
Executive Vice President from October 1994 to May 1996; Secretary from
October 1992 to December 1993; and, Assistant Secretary from December 1993 to
May 1996. Mr. Ashken has been the Executive Vice President and a director of
Pembridge Holdings, Inc. since 1990. Since October 1996, Mr. Ashken has been
Vice Chairman of Marlin Holdings, Inc., the general partner of Marlin
Capital, L.P. Mr. Ashken is a director of Eyecare Products plc. Mr. Ashken
received his B.A. (Hons) in Economics and Accounting from the University of
Newcastle in England.

Franck Bolle has been a member of the Board of Directors of the Company
since July 1997. Mr. Bolle was appointed President of Bolle France in July
1997. Mr. Bolle has been a member of the executive management of Bolle France
since 1984. Prior to joining Bolle France, Mr. Bolle served as Sales Manager
of a home improvement supplies manufacturer. Mr. Bolle holds a degree in
business administration with a concentration in marketing from Ecole Libre
des Sciences Commerciales Appliquees of Paris, France.

Patricia Bolle Passaquay has been a member of the Board of Directors of
the Company since July 1997. Ms. Passaquay has been a member of the executive
management of Bolle France since 1981. Ms. Passaquay holds a degree in
business administration with a concentration in marketing from Ecole Libre
des Sciences Commerciales Appliquees of Paris, France.

David L. Moore is expected to become a member of the Company's Board of
Directors prior to the Effective Time. Mr. Moore is President and Chief
Executive Officer of Century 21 Home Improvements, Garden State Brickface,
Inc., a leading New York metropolitan area residential and commercial
remodeling firm. Mr. Moore received his B.A. in Economics from Amherst
College and his M.B.A. from Harvard University.

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<PAGE>
EXECUTIVE COMPENSATION

Prior to the Spinoff, the executive officers of the Company, other than
Mr. Kiedaisch, were officers of BEC. Mr. Kiedaisch was appointed President
and Chief Executive Officer of the Company in July 1997. As a result,
pursuant to interpretations of the rules of the Securities and Exchange
Commission, information with respect to the compensation paid by the Company
to its Chief Executive Officer and each of the four other most highly
compensated executive officers is not presented in this Prospectus. Such
information will be provided by the Company in connection with the fiscal
year ending December 31, 1997.

DIRECTORS' COMPENSATION

Members of the Company's Board of Directors other than those who are
employees of the Company and the Chairman of the Board, will receive for 1998
an annual fee of $15,000 for their services as directors and as members of
any committees of the Company's Board of Directors on which they serve.
Thereafter, members of the Company's Board of Directors other than those who
are employees of the Company and the Chairman of the Board, will receive an
annual retainer fee in an amount to be determined. Non-employee directors
also receive automatic stock option grants under the Company's 1997 Stock
Incentive Plan. See "Bolle 1997 Stock Incentive Plan" below. Mr. Kiedaisch is
compensated pursuant to an employment agreement with the Company. See
"Employment Agreement" below.

EMPLOYMENT AGREEMENT

Mr. Kiedaisch is employed full time pursuant to an employment agreement
with the Company for a term ending on August 4, 2000, unless earlier
terminated by either party. At that time, the agreement will automatically
extend for additional one year terms unless either party gives six months
written notice prior to the end of the initial term or 90 days written notice
prior to the end of any renewal term. Mr. Kiedaisch's employment agreement
provides for annual base compensation of $250,000 and entitles Mr. Kiedaisch
to a bonus for the year 1997 and each full year thereafter which varies based
on the Company's annual earnings reaching certain milestones. Mr. Kiedaisch
also received a grant of options to purchase 500,000 shares of BEC Common
Stock, which are exchangeable upon the completion of the Spinoff for options
to purchase shares of Bolle Common Stock. Pursuant to a separate Memorandum
of Understanding, Mr. Kiedaisch will be entitled to a cash payment from the
Company if the value of the nominal gains on the options at the close of
business on July 6, 2001 falls below certain levels. The employment agreement
restricts Mr. Kiedaisch from competing against the Company and its affiliates
in the United States or any other territory where the Company does business
or in which the Company's products are marketed for a period of one year
following the expiration of the employment agreement and further contains
certain anti-solicitation and confidentiality provisions. The Company may
terminate the employment agreement without compensation in the event Mr.
Kiedaisch commits a material breach not cured after receiving notice thereof,
is grossly or willfully negligent or commits fraud or a misappropriation. The
Company may terminate the employment agreement without cause upon paying Mr.
Kiedaisch a severance indemnity equal to one year's base compensation or all
remaining base compensation due thereunder for the remainder of the term,
whichever is greater, plus the pro rata portion of his bonus for the then
current year. In the event of any termination without cause, all options
granted to Mr. Kiedaisch which are not then vested will vest automatically.

BOLLE 1997 STOCK INCENTIVE PLAN

In November 1997, the Company's Board of Directors adopted the 1997 Stock
Incentive Plan (the "Plan"), under which 2,000,000 shares of Bolle Common
Stock are reserved for issuance pursuant to the grant of stock based awards
under the Plan, subject to the restriction that at no time shall the number
of shares of the Company common stock issued pursuant to the Plan or subject
to awards issued pursuant to the Plan, except for the number of shares issued
pursuant to the exercise of options issued pursuant to the Plan, exceed
fifteen percent of the total number of shares of the Company common stock
outstanding or ten percent on a fully diluted basis. Pursuant to the Plan,
employees, directors and consultants of the Company and its subsidiaries and
affiliates (other than employees subject to a collective bargaining

37
<PAGE>
agreement) are eligible to be selected by the Compensation Committee as
participants to receive discretionary awards of various forms of equity-based
incentive compensation, including stock options, stock appreciation rights,
restricted stock awards, performance share unit awards and phantom stock unit
awards, and awards consisting of combination of such incentives of stock
options as set forth below.

The Plan is administered by the full Board of Directors of the Company or
a committee thereof, including the Compensation Committee (the entity
administering the Plan, hereafter referred to as the "Committee"). The
Committee, in its sole discretion, will determine which eligible employees
and consultants of the Company and its subsidiaries may participate in the
Plan and the type, extent and terms of the equity-based awards to be granted
to them. Members of the Committee who are non-employee Directors will receive
automatic non-discretionary annual grants of stock options pursuant to the
Plan.

Each non-employee Director has been granted an option to purchase 1,000
shares of Bolle Common Stock in connection with the Spinoff. On the date that
a person first becomes a non-employee Director, he or she will automatically
be granted an option to purchase 1,000 shares of Bolle Common Stock.
Thereafter, beginning in 1998, on the date of each annual meeting of
stockholders of the Company, each non-employee Director will automatically be
granted an option to purchase 1,000 shares of Bolle Common Stock. All such
automatic grants to non-employee Directors are hereafter called "Director
Options." Each Director Option has an exercise price per share equal to the
fair market value of one share of Bolle Common Stock on the date of grant and
vests and becomes Exercisable over a four year period beginning on the first
anniversary of the date of grant at the rate of 25% of each Director Option
on each of the four years immediately following the date of grant. These
grants are the only grants made to non-employee Directors under the Plan. All
Director Options will be NQSO's (as defined below).

Stock options granted by the Committee under the Plan may be "incentive
stock options" ("ISOs"), within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, or "non qualified stock options"
("NQSO's"). The exercise price of the options will be determined by the
Committee when the options are granted, subject to a minimum price in the
case of ISOs of the fair market value of the Bolle Common Stock on the date
of grant, unless the Committee, in its sole discretion, determines to grant a
discount NQSO in lieu of a reasonable amount of salary or cash bonus, in
which case 85% of the fair market value of the Bolle Common Stock on the date
of grant. The option exercise price for all options granted under the Plan
may be paid in cash or in shares of Bolle Common Stock having a fair market
value on the date of exercise equal to the exercise price or, in the
discretion of the Committee, by delivery to the Company of (i) other property
having a fair market value on the date of exercise equal to the option
exercise price, or (ii) a copy of irrevocable instructions to a stockbroker
to deliver promptly to the Company an amount of sale or loan proceeds
sufficient to pay the exercise price.

A SAR may be granted by the Committee as a supplement to a related stock
option or may be granted independent of any option. SARs granted in
connection with an option will become exercisable and lapse according to the
same vesting schedule and lapse rules that are established for the
corresponding option. SARs granted independent of any option will vest and
lapse according to the terms and conditions set by the Compensation
Committee. A SAR will entitle its holder to be paid an amount equal to the
excess of the fair market value of the Bolle Common Stock subject to the SAR
on the date of exercise over the exercise price of the related stock options,
in the case of a SAR granted in connection with an option, or the fair market
value of Bolle Common Stock on the date of grant in the case of a SAR granted
independent of an option.

Shares of Bolle Common Stock covered by a restricted stock award may, in
the discretion of the Committee, be issued to the recipient at the time the
award is granted or may be deposited with an escrow agent until the end of
the restricted period set by the Committee. During the restricted period,
restricted stock will be subject to transfer restrictions and forfeiture in
the event of termination of employment with the Company or a subsidiary and
other restrictions and conditions established by the Committee at the time
the award is granted.

A phantom stock unit award will provide for the future payment of cash or
the issuance of shares Bolle Common Stock to the recipient if continued
employment or other conditions established by the Committee at the time of
grant are attained.

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<PAGE>
A performance share unit award will provide for the future payment of cash
or the issuance of shares of the Bolle Common Stock to the recipient upon the
attainment of certain corporate performance goals established by the
Committee over performance award periods. At the end of each performance
award period, the Committee decides the extent to which the corporate
performance goals have been attained and the amount of cash or Bolle Common
Stock to be distributed to the participant.

OTHER

The Company does not maintain a pension plan or other actuarial retirement
plan for its named executive officers. The Company does not maintain any long
term incentive plans. The Company's named executive officers are eligible to
participate in benefit plans maintained by BEC which are generally available
to the Company's employees, including a 401(k) savings plan and the health
and life insurance programs.

DIRECTOR AND OFFICER INDEMNIFICATION AND LIMITATION OF LIABILITY

The Company's Certificate of Incorporation contains provisions permitted
under the Delaware General Corporation Law (the "DGCL") relating to the
liability of directors. The provisions eliminate a director's liability for
monetary damages for a breach of fiduciary duty as a director, except for
liability in certain circumstances involving wrongful acts, such as the
breach of a director's duty of loyalty or acts or omissions which involve
intentional misconduct or a knowing violation of law. Further, the Company's
Certificate of Incorporation and Bylaws contain provisions to indemnify the
Company's directors and officers to the fullest extent permitted by the DGCL
including payment in advance of a final disposition of a director's or
officer's expenses and attorneys' fees incurred in defending any action, suit
or proceeding.

The Company will enter into indemnification agreements with each of its
directors and officers. These indemnification agreements will also provide
for the indemnification by the Company of such directors and officers for
liability for acts and omissions as directors and executive officers of the
Company.

The Company believes that its Certificate of Incorporation and Bylaws
provisions and indemnification agreements are necessary to attract and retain
qualified persons as directors and officers.

Following the Spinoff, the Company will have in effect an executive
liability insurance policy which will provide coverage for its directors and
officers similar to the coverage provided with respect to BEC's directors and
officers. Under this policy, the insurer will agree to pay, subject to
certain exclusions (including violations of securities laws), for any claim
made against a director or officer of the Company for a wrongful act buy such
director or officer, but only if and to the extent such director or officer
becomes legally obligated to pay such claim or the Company is required to
indemnify the director or officer for such claim.

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<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MANAGEMENT SERVICES AGREEMENT

The Company will enter into a Management Services Agreement with BEC,
pursuant to which BEC will provide services to the Company relating to
overall management and strategic planning and direction, banking
negotiations, treasury functions, investor relations, securities regulatory
compliance, employee and general business insurance programs and asset
acquisitions and sales. Pursuant to the Management Services Agreement, BEC
will also make available to the Company the services of Mr. Martin E.
Franklin and Mr. Ian G. H. Ashken. As compensation for its services, BEC will
be entitled to receive a monthly fee of $60,000 and reimbursement for its
identifiable reasonable out-of-pocket expenses incurred in connection with
the performance of services under the Management Services Agreement. The
Management Services Agreement, which will be entered into at the time of the
Spinoff, will have an initial term of three years, and will thereafter be
automatically renewed for successive one-year periods until terminated by
either party upon 90 days written notice.

RELATIONSHIPS WITH DIRECTORS

Employment Agreements. Each of Mr. Franck Bolle and Ms. Patricia Bolle
Passaquay, both members of the Bolle Board, is employed full-time by Societe
Bolle SNC ("Bolle SNC"), an indirectly wholly owned subsidiary of the
Company, as International Director and Director of Exports, respectively,
pursuant to employment agreements that are unlimited in duration. Each
agreement provides for basic annual base remuneration of FF 1,200,000 net of
social charges, to be increased by a minimum of 3% annually after the first
year. In addition, each of Mr. Franck Bolle and Ms. Patricia Bolle Passaquay
is entitled to bonuses for the years 1997, 1998 and 1999 of 25% to 50% of his
or her annual salary if Bolle SNC meets or exceeds its annual budgetary
objectives. If Bolle SNC terminates either agreement before July 9, 2000 for
any reason other than gross or willful misconduct, the employee will be
entitled to compensation equal to the salary that he would have received from
the date of termination to July 9, 2000. Each agreement provides that if the
employee terminates his or her employment, he or she will be restricted from
competing against Bolle SNC for a period of up to three years following such
termination and will be entitled to an additional monthly compensation equal
to eight to ten percent of his or her last monthly salary during such period.

Bolle Preferred Stock and Warrants. Each of Mr. Franck Bolle and Ms.
Patricia Bolle Passaquay holds 12,614 shares of Bolle Series A Preferred
Stock, shares of Bolle Series B Preferred Stock, and Bolle Warrants for
the purchase of shares of Bolle Common Stock. Mr. Bolle and Ms. Bolle
Passaquay may not sell their Bolle Series B Preferred Stock without the prior
written consent of at least 90% of the then outstanding shares of the Bolle
Series B Preferred Stock until the Company has redeemed all the shares of the
Bolle Series B Preferred Stock or the Subordinated Debt (as defined below).
For a description of the rights and preferences of the Bolle Series A and
Series B Preferred Stock and a description of the Bolle Warrants, see
"DESCRIPTION OF CAPITAL STOCK--Preferred Stock" and "--Warrants".

CERTAIN TRANSACTIONS

Bolle France Acquisition. On July 10, 1997, BEC acquired and contributed
to the Company all of the issued and outstanding share capital of Bolle
France, pursuant to the terms of the Amended and Restated Share Purchase
Agreement (the "Purchase Agreement"), by and among BEC and the Company on the
one hand, and Mr. Robert Bolle, Mr. Maurice Bolle, Mr. Franck Bolle, Mrs.
Patricia Bolle Passaquay, Ms. Brigitte Bolle and Ms. Christelle Roche
(collectively, the "Sellers") on the other hand. Pursuant to the terms of the
Purchase Agreement, Bolle acquired from the Sellers all of the issued and
outstanding share capital of Bolle France, Bolle Diffusion Sarl and the
related land, in exchange for approximately $53,200,000 consisting of the
following not including transaction expenses of approximately $3,600,000: (a)
$31,000,000 in cash (the "Cash Consideration"); (b) Warrants to the Sellers
to purchase an aggregate of up to 2,130,000 shares of BEC Common Stock at an
exercise price of $3.10 per share, subject to certain adjustments; (c) Ten
Thousand (10,000) shares of BEC Series A Preferred Stock having a value of
approximately $9,300,000 issued pursuant to the terms of the Certificate of
Designations of BEC Series A Preferred Stock; (d) One Hundred (100) shares of
Bolle Common Stock, being the equivalent of 5% of the issued and outstanding
shares of Bolle Common Stock; and (e) Sixty-Four Thousand One Hundred Twenty
(64,120) shares of Bolle Series A Preferred Stock having a value of

40
<PAGE>
approximately $11,100,000 issued pursuant to the terms of the Certificate of
Designations of Series A Preferred Stock of the Company. On July 10, 1997,
BEC borrowed approximately $32,000,000, for the purpose of paying the Cash
Consideration and certain transaction expenses in connection with the
purchase of Bolle France, pursuant to the terms of the Credit Agreement (as
defined below).

The Purchase Agreement provides that none of the Sellers may dispose of
their shares of Bolle Common Stock until July 9, 2000. If, on that date, the
closing market price of the total number of shares then held by the Sellers
is less than $3,301,500 (the "Minimum Value"), BEC shall pay on such date in
cash or freely tradable stock of BEC the difference between the actual value
of the shares and the Minimum Value. In connection with the Spinoff and
effective on or prior to the Effective Time, each Seller will be issued
pursuant to a stock split such number of shares of Bolle Common Stock as
shall be necessary to maintain its percentage interest in the Bolle Common
Stock after giving effect to the increase in the number of authorized shares
of Bolle Common Stock necessary to effectuate the Spinoff.

In connection with the execution of the Purchase Agreement, BEC has agreed
to commit up to FF 15,000,000 in shareholder advances to Holding BF, and, to
the extent such advances are not sufficient to cover Holding BF financing
needs, each of Patricia Bolle Passaquay and Franck Bolle have agreed to
commit up to FF 10,000,000 in shareholder advances to Holding BF until the
earlier of (i) June 30, 1998 or (ii) the date when the employment of Patricia
Bolle Passaquay or Franck Bolle with Bolle France or the office of either one
as a director of the Company shall be terminated. Any outstanding amount of
shareholder advances made by Patricia Bolle Passaquay or Franck Bolle bears
interest at a rate of 6% per annum and matures no later than the earlier of
(i) June 30, 1998 or (ii) the date when the employment of Patricia Bolle
Passaquay or Franck Bolle with Bolle France or the office of either one as a
director of the Company shall be terminated.

Under the Purchase Agreement, each of the Sellers and the Purchasers
undertakes to fully reimburse and indemnify the other for any expense,
damage, loss or liability arising from any breach of the terms of the
Purchase Agreement by the indemnifying party, subject to certain minimum
claim amounts which must be met for the indemnification provisions to take
effect.

Intercompany Financings. During the years ended December 31, 1995, 1996
and the nine months ended September 30, 1996 and 1997, Bolle America was
party to a revolving intercompany credit arrangement with BEC whereby
interest on outstanding balances was charged at a rate of 8% per annum. In
addition, in July 1997, BEC and the Company (jointly, the "Lender") entered
into a $40,000,000 intercompany revolving credit agreement with Bolle
International S.A. (the "Borrower"), for a term of up to three years,
pursuant to which the Borrower will pay interest to the Lender at a rate of
5.5% per annum.

Consulting and Non-Compete Agreement. As of the Effective Time, pursuant
to the transfers made from BEC to the Company under the Contribution
Agreement, the Company will become party to a consulting and non-compete
agreement with Steve N. Haber, the former Chairman of the Board, Chief
Executive Officer and President of Bolle America. The following description
refers to the parties' respective duties giving effect to the assignment of
the consulting agreement to the Company. Pursuant to the agreement, as of
January 1, 1997, Mr. Haber was hired as a consultant to the Company for
annual compensation of $155,000 plus health and life insurance benefits for a
period ending on December 31, 2000, extendible for an additional five years
by mutual agreement of the parties. In addition to employment as a
consultant, Mr. Haber agreed, commencing on the effective date of the
consulting agreement and continuing through December 31, 2005, not to compete
against the Company in the eyewear or optical, opthalmic or optometric
businesses in any geographic area in which the Company does business. As
compensation for this noncompete agreement, Mr. Haber received an initial
payment of $800,000 and will receive a payment of $100,000 per year
commencing January 1, 1997 through December 31, 2005. Mr. Haber furthermore
agreed not to disclose any of the Company's confidential information.

41
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Company. Set forth below is certain information regarding the
beneficial ownership of equity securities of the Company as of , 1997, as
to each Director and Nominee for election as a Director of the Company and
all officers and directors of the Company as a group. BEC, immediately before
the Spinoff, will own 95% of the outstanding shares of Bolle Common Stock.
After the Spinoff, BEC will own no Bolle Common Stock, and will therefore no
longer be a parent of the Company.

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS
- --------------------------------------- --------------------------------------------------------------------------------
SERIES A SERIES B SERIES A SERIES B
COMMON PREFERRED PREFERRED COMMON PREFERRED PREFERRED
STOCK STOCK STOCK STOCK STOCK STOCK
---------- ------------- ------------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Martin E. Franklin.....................
555 Theodore Fremd Avenue
Suite B-302
Rye, New York
Ian G.H. Ashken........................
Franck Bolle...........................
Patricia Bolle Passaquay...............
David Moore............................
All Executive Officers and Directors as
a group
(5 persons)...........................

</TABLE>

- ------------
* Less than 1%.
(1) Shares not outstanding but deemed beneficially owned by virtue of the
right of an individual to acquire them within 60 days upon the exercise
of an option are treated as outstanding for purposes of determining
beneficial ownership and the percent beneficially owned by such
individual and for the executive officers and directors as a group.

42
<PAGE>
DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of shares of
Common Stock, $.01 par value per share, and shares of preferred stock,
$.01 par value per share, including 64,120 shares of Bolle Series A Preferred
Stock and shares of Bolle Series B Preferred Stock.

Based on the shares of BEC Common Stock and exercisable BEC
Options to purchase shares of BEC Common Stock outstanding as of the
Record Date and assuming (i) conversion of BEC Options outstanding as of
the Record Date into Bolle Options, (ii) that none of the remaining
unvested BEC Options outstanding as of the Record Date which are not
converted into Bolle Options are exercised, (iii) conversion of all BEC
Warrants outstanding as of the Record Date into Bolle Warrants, and,
after giving effect to the for one stock split in the form of a stock
dividend effective on , 1997, shares of Bolle Common Stock would
be issued to stockholders of BEC in the Spinoff and approximately Bolle
Options would be received by holders of BEC Options. All of the shares of
Bolle Common Stock to be distributed to BEC stockholders in the Spinoff will
be fully paid and nonassessable. On , 1997, there were approximately
holders of record of BEC Common Stock. Pursuant to the terms of the
Spinoff and in addition to the shares of Bolle Common Stock held in
the aggregate by the Bolles, there will be the same number of record holders
and one-third the number of shares of BEC Common Stock outstanding following
the Spinoff as there are record holders and shares of BEC Common Stock
outstanding immediately prior to the Spinoff.

The following summary of certain terms of the Company's capital stock
describes material provisions of, but is not necessarily a summary and is
subject to and qualified in its entirety by the Company's Certificate of
Incorporation, the Company's Bylaws, and applicable provisions of Delaware
corporate law (including but not limited to the DGCL.)

BOLLE COMMON STOCK

Holders of Bolle Common Stock are entitled to one vote for each share held
on all matters submitted to a vote of stockholders and do not have cumulative
voting rights. Accordingly, holders of a majority of the shares of Bolle
Common Stock entitled to vote in any election of directors may elect all of
the directors standing for election. Holders of Bolle Common Stock are
entitled to receive ratably such dividends, if any, as may be declared by the
board of Directors out of funds legally available therefor, subject to any
preferential dividend rights of outstanding Preferred Stock. Upon the
liquidation, dissolution or winding up of the Company, the holders of common
Stock are entitled to receive ratably the net assets of the Company available
after the payment of all debts and other liabilities and after provision has
been made for the payment of the liquidation preference on the Series A
Preferred Stock and the liquidation preference on any other outstanding
shares of preferred stock of the Company. Holders of the Bolle Common Stock
have no preemptive, subscription, redemption or conversion rights. All the
outstanding shares of Bolle Common Stock are, and the shares of Bolle Common
Stock to be issued pursuant to the Spinoff when issued and paid for will be,
fully paid and non-assessable. The rights, preferences and privileges of
holders of Bolle Common Stock are subject to, and may be adversely affected
by, the rights of the holders of shares of any series of Preferred Stock that
the Company may designate and issue in the future.

PREFERRED STOCK

General.

Under the terms of the Company's Certificate of Incorporation the Board of
Directors is authorized, subject to any limitations prescribed by law,
without stockholder approval, to issue up to shares of preferred stock
in one or more series. Each such series of preferred stock shall have such
rights, preferences, privileges and restrictions, including voting rights,
dividend rights, conversion rights, redemption privileges and liquidation
privileges, as shall be determined by the Board of Directors.

The purpose of authorizing the board of Directors to issue preferred stock
and determine its rights and preferences is to eliminate delays associated
with a stockholder vote on specific issuances. The

43
<PAGE>
issuance of preferred stock, while providing desirable flexibility in
connection with possible acquisitions and other corporate purposes, could
have the effect of making it more difficult for a third party to acquire, or
of discouraging a third party from acquiring, a majority of the outstanding
voting stock of the Company.

Series A Preferred Stock.

In , 1997, the Company's stockholders have adopted the Company's
Certificate of Incorporation which restates the Certificate of Designations
of the Bolle Series A Preferred Stock. Holders of the Bolle Series A
Preferred Stock are not entitled to receive dividends. Upon any voluntary or
involuntary liquidation, dissolution or winding up of the Company, the
holders of the Bolle Series A Preferred Stock will be entitled to receive
from the Company's assets legally available for distribution to stockholders,
a payment in an amount equal to the greater of (i) 1,000 French Francs per
share or (ii) the French Franc equivalent of US $172.41 per share of Bolle
Series A Preferred Stock. After payment of the full amount of the liquidation
distributions to which they are entitled, the holders of the Bolle Series A
Preferred Stock will have no right or claim to any of the remaining assets of
the Company. In the event that upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available assets of the Company
are insufficient to pay the amount of the liquidation distributions on all
outstanding shares of Bolle Series A Preferred Stock, then the holders of the
Bolle Series A Preferred Stock shall share ratably in any such distribution
of assets in proportion to the full liquidating distributions to which they
would otherwise be respectively entitled. The Bolle Series A Preferred Stock
is not convertible or exchangeable for any other securities of the Company.

Shares of the Bolle Series A Preferred Stock will be redeemed by the
Company upon 10 days prior written notice on the third anniversary of their
issuance, subject to the provisions of existing senior debt. Prior to that,
the Company may redeem any shares of Bolle Series A Preferred Stock at any
time upon 10 days prior written notice. In addition, in the event the
Company's EBITDA exceeds US $18,400,000 for the fiscal year 1998 or US
$24,700,000 for the fiscal year 1999, the Company shall be obligated to
redeem, upon 10 days prior written notice and within 110 days after the close
of the relevant fiscal year, any shares of Bolle Series A Preferred Stock
then outstanding, provided in each case that BEC remains in compliance with
the financial covenants contained in any senior indebtedness in effect as of
June 4, 1997 after giving effect to such redemption and US $2,000,000 million
is available for borrowing by BEC under such senior indebtedness.

Generally, the shares of Bolle Series A Preferred Stock have no voting
rights. In the event the Company fails to give notice of a redemption within
3 years of the date of issuance of any shares of Preferred Stock, the holders
of more than 90% of such shares shall have the right to cause the Company to
use commercially reasonable efforts to either obtain cash in order to redeem
in full such shares or to effect without delay a commercially reasonable sale
of the Company's assets or the merger, consolidation or other reorganization
of the Company. So long as any shares of Bolle Series A Preferred Stock are
outstanding, the Company shall not, without the consent of holders of at
least 90% of such shares, (i) alter or change the rights, preferences or
privileges of such shares or (ii) issue any class or series of Preferred
Stock ranking senior or pari passu with the Bolle Series A Preferred Stock
with respect to dividend, redemption or liquidation rights. Shares of Bolle
Series A Preferred Stock may only be transferred to persons who are already
holders of such shares and in accordance with applicable law.

Series B Preferred Stock.

In connection with the Spinoff, it is anticipated that BEC with the
consent of the holders thereof, will cancel all outstanding shares of its
Series A Preferred Stock and the Company will issue in exchange to each
holder of such BEC Series A Preferred Stock shares of Bolle Series B
Preferred Stock in proportion to the number of shares of BEC Series A
Preferred Stock held by such holder prior to the redemption. No shares of
Bolle Common Stock will be issued to the holders of outstanding shares of
Bolle Series B Preferred Stock pursuant to the Spinoff.

Under the terms of the Bolle Series B Preferred Stock, holders of Bolle
Series B Preferred Stock will be entitled to accrue cumulative cash
dividends, whether or not declared by the Company's Board of

44
<PAGE>
Directors, payable semi-annually at a rate of 5% of the Liquidation
Preference, as described below, in 1997 and increasing annually up to 10% of
the Liquidation Preference beginning on January 1, 2000 and continuing until
the Series B preferred stock has been redeemed. Upon any voluntary or
involuntary liquidation, dissolution or winding up of the Company, the
holders of Bolle Series B Preferred Stock will be entitled to receive from
the Company's assets legally available for distribution to stockholders, a
payment in an amount equal to 5,500 French Francs per share of Bolle Series B
Preferred Stock (the "Liquidation Preference") plus any accumulated and
unpaid dividends thereon. After payment of the full amount of the liquidation
distributions to which they are entitled, the holders of Bolle Series B
Preferred Stock will have no right or claim to any of the remaining assets of
the Company. In the event that upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available assets of the Company
are insufficient to pay the amount of the liquidation distributions on all
outstanding shares of Bolle Series B Preferred Stock, then the holders of
Bolle Series B Preferred Stock shall share ratably in any such distribution
of assets in proportion to the full liquidating distributions to which they
would otherwise be respectively entitled. The Bolle Series B Preferred Stock
will not be convertible or exchangeable for any other securities of the
Company.

The Company may redeem the shares of Bolle Series B Preferred Stock, in
whole or in part, for cash or, beginning on January 1, 1998, by issuing to
the holders of the Series B Preferred Shares a subordinated debt instrument
(the "Subordinated Debt") with substantially the same powers, designations,
preferences and relative, participating, or other rights, and qualifications,
limitations and restrictions as the Bolle Series B Preferred Stock, upon 10
days prior written notice. In addition, the Company must, upon 10 days prior
written notice, redeem, out of funds legally available therefor, the Bolle
Series B Preferred Stock (if not previously redeemed), upon the earlier
occurrence of (i) the earlier of (A) the third anniversary date from the
issuance of BEC's Series A Preferred Stock, if redemption is then permitted
under the terms and conditions of the Company's Senior Indebtedness, (B) such
later date as redemption is first permitted under the terms of the Company's
Senior Indebtedness; (ii) the closing of any equity financing by the Company,
but only to the extent of the net cash proceeds of such financing by the
Company and no more than the redemption price of the then outstanding shares
of Bolle Series B Preferred Stock, and provided further, that such redemption
would not violate any of the terms and conditions of the Company's Senior
Indebtedness; (iii) a change of control resulting in the Company's payment in
full of all amounts due with respect to its Senior Indebtedness; or (iv) the
Spin-Off (as defined in the Warrant Agreement among the Company and certain
of the holders of Bolle Series B Preferred Stock.)

Generally, the shares of Bolle Series B Preferred Stock have no voting
rights. So long as any shares of Bolle Series B Preferred Stock are
outstanding, the Company shall not, without the consent of holders of at
least 90% of such shares, (i) alter or change the rights, preferences or
privileges of such shares; (ii) declare or pay a dividend or otherwise make a
distribution on any security issued by the Company which is junior to the
Bolle Series B Preferred Stock with respect to dividends or upon liquidation;
(iii) enter into any agreements that prohibit the Company from declaring or
paying dividends on the Bolle Series B Preferred Stock or redeeming the Bolle
Series B Preferred Stock or Subordinated Debt, as the case may be; or (iv)
issue any class or series of Preferred Stock ranking senior or pari passu
with the Bolle Series B Preferred Stock with respect to dividend, redemption
or liquidation rights. Shares of Bolle Series B Preferred Stock may only be
transferred in strict accordance with applicable law.

The consummation of the Spinoff and the related transactions will not
require the consent of the holders of the outstanding shares of Bolle Series
B Preferred Stock.

WARRANTS

It is anticipated that, in connection with the Spinoff, the Company will
enter into a Warrant Agreement with Maurice Bolle, Robert Bolle, Franck
Bolle, Patricia Bolle Passaquay, Brigitte Bolle and Christelle Roche,
pursuant to which the Company will issue Bolle Warrants to purchase shares of
Bolle Common Stock. The Bolle Warrants would be exercisable between November
, 1999 and November , 2001 (the "Exercise Period") at an exercise price of
per share, subject to certain adjustments (the "Exercise Price"). The
Warrants may only be transferred during the Exercise Period, and may not be
transferred in the absence of registration of the Warrants under the
Securities Act of 1933 and state securities laws, or an exemption therefrom.

45
<PAGE>
The Warrants may only be exercised for the purchase of a minimum of 50,000
shares of Bolle Common Stock or for the remaining amount of shares that the
warrantholder is then able to purchase upon exercise of the Warrant. Upon the
surrender of the Warrant and payment of the Exercise Price, the Company shall
issue, no later than 10 business days from the date of such surrender and
payment, certificates for the number of shares so purchased together with
cash for any fractional shares.

The Company must at all times keep reserved, so long as the Warrants
remain outstanding, sufficient shares of its Common Stock to cover the
exercise of the Warrants. Furthermore, the Company must notify the holders of
the Warrants no less than 20 days prior to the date on which the Company (i)
shall pay any dividend upon its Common Stock or make any distribution to the
holders of its Common Stock; (ii) offers pro rata subscription rights to the
holders of its Common Stock; (iii) offers any other rights to the holders of
its Common Stock; (iv) engages in any capital reorganization,
reclassification, consolidation, merger, or disposition of all or
substantially all of the Company's assets; or (v) engages in a voluntary or
involuntary dissolution, liquidation or winding up of the Company.

At any time during the Exercise Period, the holders of at least a majority
of the shares issued or issuable pursuant to the exercise of the Warrants and
any securities issued or issuable with respect to those shares ("Registrable
Securities") may cause the Company to register those shares under the
Securities Act within a commercially reasonable time. If such registration is
requested, the holders of the Warrants must pay all registration expenses,
whether or not the registration is ever deemed effective. Furthermore, if at
any time after November , 1999 the Company intends to file a registration
statement for the registration of an offering of equity securities with the
Securities and Exchange Commission, the holders of Registrable Securities
must be given at least 30 days prior notice and may have their Registrable
Securities included in such registration statement. In such case, the Company
shall pay all registration expenses.

DIVIDEND POLICY

The Company has not paid any cash dividends on the Bolle Common Stock,
although Bolle America, the Company's predecessor for accounting purposes,
declared and paid dividends in 1994 and 1996. See "Summary--Summary
Historical Consolidated Financial and Operating Data", "Selected Financial
Data" and the respective notes thereto. The Company intends to retain future
earnings, if any, to finance the development and expansion of its businesses
and, therefore, does not anticipate paying any dividends on the Bolle Common
Stock in the foreseeable future. The payment of cash dividends in the future
will depend on the Company's earnings, financial condition, capital needs and
other factors deemed relevant by the Company Board, including corporate law
restrictions on the availability of capital for the payment of dividends, the
rights of holders of any series of Preferred Stock that may hereafter be
issued and the limitations, if any, on the payment of dividends under any
then-existing credit facility or other indebtedness. The Company and BEC are
currently renegotiating a credit agreement that restricts the Company's
ability to pay cash dividends on shares of Bolle Common Stock. It is
anticipated that the Company's new credit agreement will contain a similar
restriction and that any other bank revolving credit facility or other
indebtedness, if any, that the Company may incur would contain restrictions
on the payment of dividends. Pursuant to the Indemnification Agreement, the
Company is further restricted from paying dividends on shares of its capital
stock, including Bolle Common Stock and the Bolle Series A and Series B
Preferred Stock until June 30, 2000, except that the Company may declare
dividends payable in stock which does not carry mandatory redemption or other
repayment rights.

DIRECTOR AND OFFICER INDEMNIFICATION

The Certificate of Incorporation contains certain provisions permitted
under the DGCL relating to the liability of directors. The provisions
eliminate a director's liability for monetary damages for a breach of
fiduciary duty, except in certain circumstances involving wrongful acts, such
as the breach of a director's duty of loyalty or acts or omissions which
involve intentional misconduct or a knowing violation of law. Further, the
Certificate of Incorporation and the Company's By-Laws contain provisions to
indemnify the Company's directors and officers to the fullest extent
permitted by the DGCL, including payment in

46
<PAGE>
advance of a final disposition of a director's or officer's expenses and
attorneys' fees incurred in defending any action, suit or proceeding. The
company believes that these provisions will assist the Company in attracting
and retaining qualified individuals to serve as directors. See "EXECUTIVE
COMPENSATION--Director and Officer Indemnification and Limitation of
Liability."

LISTING

Application will be made to list the Bolle Common Stock on Nasdaq under
the proposed symbol " ."

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Bolle Common Stock is National
City Bank.

VALIDITY OF SHARES

Certain legal matters with respect to the validity of the Bolle Common
Stock to be distributed in the Spinoff will be passed upon for the Company by
Willkie Farr & Gallagher, New York, New York.

EXPERTS

The consolidated financial statements as of December 31, 1995 and 1996 and
the years then ended included in this Prospectus have been so included in
reliance on the report of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.

The statements of operations, stockholders equity and cash flows of Bolle
America, Inc. for the year ended December 31, 1994 have been included herein
in reliance upon the report of KPMG Peat Marwick LLP, independent certified
public accountants, appearing elsewhere herein, and upon the authority of
said firm as experts in accounting and auditing.

47
<PAGE>
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Bolle Inc.
Unaudited Pro Forma Combined Financial Data
Unaudited Pro Forma Balance Sheet as of September 30, 1997............................ F-3
Unaudited Pro Forma Statement of Operations for the nine months ended
September 30, 1997................................................................... F-4
Unaudited Pro Forma Statement of Operations for the year ended December 31, 1996 ..... F-5
Notes to Unaudited Pro Forma Financial Statements..................................... F-6
Annual and Interim Financial Statements
Report of Independent Accountants .................................................... F-7
Independent Auditors' Report ......................................................... F-8
Consolidated Balance Sheets as of December 31, 1995 and 1996 and September 30, 1997
(unaudited) ......................................................................... F-9
Consolidated Statements of Operations for the years ended December 31, 1994,
1995 and 1996 and the nine months ended September 30, 1996 (unaudited) and 1997
(unaudited).......................................................................... F-10
Consolidated Statements of Stockholders' Equity for the years ended December 31,
1994, 1995 and 1996 and the nine months ended September 30, 1997 (unaudited) ........ F-11
Consolidated Statements of Cash Flows for the years ended December 31, 1994,
1995 and 1996 and the nine months ended September 30, 1996 (unaudited) and 1997
(unaudited).......................................................................... F-12
Notes to Consolidated Financial Statements............................................ F-14
Holding B.F. SA
Annual and Interim Financial Statements
Report of Independent Accountants ....................................................
Combined Balance Sheets as of December 31, 1996, June 30, 1997 and September 30,
1997................................................................................. F-25
Combined Statement of Operations for the year ended December 31, 1996, the six months
ended June 30, 1997 and the three months ended September 30, 1997.................... F-26
Combined Statement of Stockholders' Equity for the year ended December 31, 1996, the
six months ended June 30, 1997 and the three months ended September 30, 1997 ....... F-27
Combined Statement of Cash Flows for the year ended December 31, 1996, the six months
ended June 30, 1997 and the three months ended September 30, 1997.................... F-28
Notes to Combined Financial Statements................................................ F-29
</TABLE>

F-1
<PAGE>
BOLLE INC.
PRO FORMA COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial statements give
effect to the acquisition of Holding BF SA and related assets (the
"Acquisition" of "Bolle France") under the purchase method of accounting and
reflect the Bill of Sale and Assignment Agreement (the "Contribution
Agreement") and the Indemnification Agreement between the Company and its
stockholder BEC Group, Inc. ("BEC") described below.

In connection with the spinoff of Bolle Inc. to the stockholders of BEC
(the "Spinoff"), which will occur prior to the closing of the proposed merger
of ILC Technologies, Inc. and BILC Acquisition Corp., a wholly-owned
subsidiary of BEC, the Company expects that BEC will transfer certain assets
and liabilities to the Company pursuant to the Contribution Agreement. The
spinoff does not require stockholder approval and is not conditioned upon the
closing of the proposed Merger.

In accordance with the Contribution Agreement (i) BEC will assign to the
Company all of BEC's assets other than the assets related to the ORC Business
(as defined in the Contribution Agreement) and certain other specified assets
retained by BEC; and (ii) the Company will assume all of BEC's liabilities
prior to the Spinoff other than those related to the ORC Business. In
addition, approximately $18 million of the Company's indebtedness to related
parties will be capitalized.

The accompanying pro forma combined statements of operations give effect
to the Contribution Agreement and the Acquisition of Bolle France as though
they occurred at the beginning of the periods presented. The pro forma
combined financial statements at September 30, 1997 and December 31, 1996 are
based on the audited historical financial statements of Bolle Inc. ("Bolle
Inc." or the "Company") at December 31, 1996, the unaudited interim financial
statements of Bolle Inc. at September 30, 1997, the Bolle France historical
financial statements at December 31, 1996, June 30, 1997 and September 30,
1997, and the estimates and assumptions set forth below.

Pro forma adjustments are based upon preliminary estimates, available
information and certain assumptions that management deems appropriate. The
unaudited pro forma combined financial information presented herein is not
necessarily indicative of the results of operations or financial position
that BEC would have obtained had such events occurred at the beginning of the
period, as assumed, or of the future results of the Company.

F-2
<PAGE>
BOLLE INC.
PRO FORMA BALANCE SHEET
AS OF SEPTEMBER 30, 1997
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
BOLLE PRO FORMA PRO FORMA
INC. ADJUSTMENTS COMBINED
--------- -------------- -----------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash & cash equivalents ................... $ 1,525 $ 1,525
Trade receivables, net .................... 10,387 10,387
Trade receivables from related parties .... 1,432 1,432
Inventories, net .......................... 13,317 13,317
Prepaid and other current assets .......... 1,869 1,869
--------- -------------- -----------
Total current assets ..................... 28,530 28,530
Investment in affiliates ................... 10,185 (a1) 10,185
Property and equipment, net ................ 4,835 5,672 (a2) 10,507
Trademark, net ............................. 39,750 39,750
Goodwill and other intangibles, net ....... 11,499 11,499
Other assets ............................... 169 1,000 (a3) 1,169
--------- -------------- -----------
Total assets ............................. $84,783 $ 16,857 $101,640
========= ============== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short term debt ........................... $ 278 $ 145 (a2)$ 423
Accounts payable .......................... 5,093 5,093
Indebtedness to related parties ........... 34,379 $ (17,454) (b) 16,925
Accrued compensation ...................... 1,192 1,192
Accrued commissions and royalties.......... 360 360
Other accrued expenses .................... 6,506 348 (a4) 6,854
--------- -------------- -----------
Total current liabilities ................ 47,808 (16,961) 30,847
Long term debt ............................. 3,428 (a2) 3,428
Long term liabilities ...................... 2,940 1,300 (a4) 4,240
--------- -------------- -----------
Total liabilities ......................... 50,748 (12,233) 38,515
--------- -------------- -----------
Mandatorily redeemable preferred stock ..... 11,055 11,055
Stockholders' equity:
Preferred stock ........................... 9,294 (c) 9,294
Additional paid in capital ................ 22,480 19,796 (d) 42,276
Cumulative translation adjustment ........ 82 82
Retained earnings ......................... 418 418
--------- -------------- -----------
Total stockholders' equity ................ 22,980 29,090 52,070
--------- -------------- -----------
Total liabilities and stockholders' equity $84,783 $ 16,857 $101,640
========= ============== ===========
</TABLE>

F-3
<PAGE>
BOLLE INC.
PRO FORMA STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
(1) (2)
BOLLE BOLLE PRO FORMA PRO FORMA
INC. FRANCE ADJUSTMENTS COMBINED
--------- --------- -------------- -----------
<S> <C> <C> <C> <C>
REVENUES:
Net sales .......................... $20,670 $18,656 $(3,060)(e) $36,266
COSTS AND EXPENSES:
Cost of sales ...................... 9,750 11,577 (3,060)(e) 18,267
Selling general and administrative
expenses........................... 10,593 5,258 (179)(f) 16,339
667 (g)
Interest expense (income)........... 516 175 (226)(h) 721
256 (i)
Other income ....................... (803) (359) (1,162)
--------- --------- -------------- -----------
Total costs and expenses ........... 20,056 16,651 (2,542) 34,165
--------- --------- -------------- -----------
Income (loss) from continuing
operations before income taxes ... 614 2,005 (518) 2,101
Provision for (benefit from) income
taxes ............................. 196 1,193 (207)(j) 1,182
--------- --------- -------------- -----------
Income (loss) from continuing
operations ........................ $ 418 $ 812 $ (311) $ 919
========= ========= ============== ===========
Pro forma shares outstanding ....... (k) 7,088
Pro forma earnings per share ....... $ 0.13
</TABLE>

- ------------
(1) Represents the results of operations of Bolle Inc. for the nine months
ended September 30, 1997 including the results of operations of Bolle
France for the three months ended September 30, 1997.
(2) Represents the results of operations of Bolle France for the six months
ended June 30, 1997 not included in (1).

F-4
<PAGE>
BOLLE INC.
PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
BOLLE BOLLE PRO FORMA PRO FORMA
INC. FRANCE ADJUSTMENTS COMBINED
--------- --------- --------------- -----------
<S> <C> <C> <C> <C>
REVENUES:
Net sales...................................... $24,425 $48,827 $(12,955)(e) $60,297
COSTS AND EXPENSES:
Costs of sales................................. 12,130 29,965 (12,955)(e) 29,140
Selling general and administrative expenses ... 11,374 11,286 (123)(f) 23,871
1,334 (g)
Interest expense (income)...................... (256) 473 714 (h) 1,442
511 (i)
Other (income) expense......................... (450) 250 (200)
--------- --------- --------------- -----------
Total costs and expenses....................... 22,798 41,974 (10,519) 54,253
--------- --------- --------------- -----------
Income (loss) from continuing operations
before income taxes........................... 1,627 6,853 (2,436) 6,044
Provision for (benefit from) income taxes ..... 635 1,786 (974)(j) 1,447
--------- --------- --------------- -----------
Income (loss) from continuing operations ..... $ 992 $ 5,067 $ (1,462) $ 4,597
========= ========= =============== ===========
Pro forma shares outstanding................... (k) 7,088
Pro forma earnings per share................... $ 0.65
</TABLE>

F-5
<PAGE>
NOTES TO THE PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

PRO FORMA COMBINED BALANCE SHEET ADJUSTMENTS

(a) The following pro forma adjustments give effect to the Bill of Sale
and Assignment Agreement between BEC Group and the Company. In
accordance with the agreement, the following assets and liabilities
are being assigned to Bolle Inc. prior to the Spin-off. The pro forma
adjustments represent BEC Group's book value of the following items as
of September 30, 1997:

1. Equity in and notes receivable from affiliated companies consisting
of BEC Group's 23% interest in Eyecare Products plc which is
accounted for by the equity method and its investment in Superior
Vision Services, Inc. and related note receivable which are accounted
for by the cost method.

2. The Foster Grant building and related indebtedness.

3. The Preferred Stock in Accessories Associates, Inc.

4. Liabilities relating to BEC Group's sale of Foster Grant Group and
the Prescription Eyewear Business in 1996.

(b) Adjustment to reflect the reduction of indebtedness with a related
party.

(c) Adjustment to reflect the issuance of Bolle Inc. Preferred Stock in
exchange for the cancellation of the BEC Preferred Stock issued as
part of the consideration for the purchase of Bolle France.

(d) Adjustment to reflect net of above adjustments to additional paid-in
capital.

PRO FORMA COMBINED INCOME STATEMENT ADJUSTMENTS

(e) Adjustment to reflect elimination of sales from Bolle France to Bolle
America.

(f) Adjustment to reflect the elimination of Acquisition related expenses
at Bolle France.

(g) Adjustment to reflect the depreciation of the fair value adjustment to
the building recorded over a useful life of 30 years and to reflect
the amortization of the goodwill and trademark value recorded over an
estimated useful life of 40 years. Including these adjustments, the
total depreciation and amortization for the year ended December 31,
1996 increased from $1,263 to $2,597 on a pro forma basis.

(h) Adjustment to reflect combined interest expense on the debt balance
resulting from the reduction of debt described in Note (b). Interest
is assumed at 5.5% per annum based on BEC's current average French
Franc borrowing rate. The effect on annual pre-tax income from a 1/8%
variance in the interest rate would be $21.

(i) Adjustment to reflect interest expense of 5.5% on the Preferred Stock.
See Note (c).

(j) Adjustment to reflect a statutory tax rate of 40%.

(k) Pro forma shares outstanding is calculated as follows:

<TABLE>
<CAPTION>
<S> <C>
Shares outstanding at BEC Group, Inc. at September 30, 1997 ............. 17,608
Conversion of principal amount of convertible debt....................... 3,655
--------
Subtotal-before issuance of one Company share for every three BEC shares 21,263
Pro forma Company shares outstanding at September 30, 1997 ............. 7,088
========
</TABLE>

F-6
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholders of Bolle Inc.

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of stockholders' equity and of
cash flows present fairly, in all material respects, the financial position
of Bolle Inc. and its subsidiaries at December 31, 1995 and 1996, and the
results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above. The financial statements of
Bolle America, Inc. for the year ended December 31, 1994 were audited by
other independent accountants whose report dated January 20, 1995 expressed
an unqualified opinion on those statements.

PRICE WATERHOUSE LLP

Dallas, Texas
March 10, 1997

F-7
<PAGE>
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Bolle America, Inc.:

We have audited the accompanying statements of operations, stockholders'
equity, and cash flows of Bolle America, Inc. for the year ended December 31,
1994. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of Bolle
America, Inc. for the year ended December 31, 1994, in conformity with
generally accepted accounting principles.

KPMG Peat Marwick LLP

Denver, Colorado
January 20, 1995

F-8
<PAGE>
BOLLE INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1995 AND 1996 AND SEPTEMBER 30, 1997 (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
-------------------- ---------------
1995 1996 1997
--------- --------- ---------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents .............................. $ 349 $ 311 $ 1,525
Trade receivables, less allowances of $400, $445 and
$698 .................................................. 5,690 4,895 10,387
Trade receivables from related parties ................. 1,432
Receivable from BEC, net ............................... 864
Inventories, net ....................................... 6,918 8,388 13,317
Prepaid and other current assets ....................... 1,113 822 1,869
--------- --------- ---------------
Total current assets ................................. 14,934 14,416 28,530
Property and equipment, net ............................. 509 534 4,835
Trademark ............................................... 39,750
Goodwill and other intangible assets, net ............... 815 646 11,499
Other assets ............................................ 51 28 169
--------- --------- ---------------
Total assets ......................................... $16,309 $15,624 $84,783
========= ========= ===============
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt ........................................ $ 22 $ $ 278
Accounts payable ....................................... 2,353 3,488 5,093
Indebtedness to related parties ........................ 1,420 34,379
Accrued compensation ................................... 278 146 1,192
Accrued commissions and royalties ...................... 536 424 360
Other accrued expenses ................................. 350 403 6,506
--------- --------- ---------------
Total current liabilities ............................ 3,539 5,881 47,808
Other long-term liabilities ............................. 2,940
--------- --------- ---------------
Total liabilities .................................... 3,539 5,881 50,748
--------- --------- ---------------
Commitments and contingencies
Mandatorily redeemable preferred stock--redemption value
$11,055; par value $.01; 64,120 shares authorized,
issued and outstanding ................................. 11,055
Stockholders' equity:
Investment by stockholder .............................. 12,770 9,743
Common stock--par value $.01; 25,000 shares authorized;
2,000 shares issued and outstanding ...................
Additional paid-in capital ............................. 22,480
Cumulative translation adjustment ...................... 82
Retained earnings ...................................... 418
--------- --------- ---------------
Total stockholders' equity ........................... 12,770 9,743 22,980
--------- --------- ---------------
Total liabilities and stockholders' equity .......... $16,309 $15,624 $84,783
========= ========= ===============
</TABLE>

See Note 1 for basis of presentation.
See accompanying notes to consolidated financial statements.

F-9
<PAGE>
BOLLE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996 AND THE
NINE MONTHS ENDED SEPTEMBER 30, 1996 (UNAUDITED) AND 1997 (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE NINE MONTHS
FOR THE YEAR ENDED DECEMBER 31, ENDED SEPTEMBER 30,
--------------------------------------------------------
1994 1995 1996 1996 1997
---------- ---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales ........................ $23,094 $24,829 $24,425 $19,816 $20,670
Costs and expenses:
Costs of sales .................. 10,814 12,181 12,130 9,617 9,750
Selling, general and
administrative expenses ........ 6,987 7,610 8,105 6,338 7,686
Advertising and sponsoring
expenses ....................... 1,884 2,665 3,269 2,507 2,907
Merger related expenses ......... 3,050
Interest (income)/expense ...... 316 (302) (256) (217) 516
Other (income)/expense, net .... (104) 48 (450) (909) (803)
---------- ---------- ---------- ---------- ----------
Total costs and expenses ..... 19,897 25,252 22,798 17,336 20,056
---------- ---------- ---------- ---------- ----------
Income (loss) before income
taxes............................ 3,197 (423) 1,627 2,480 614
Provision for income taxes ..... 1,260 364 635 967 196
---------- ---------- ---------- ---------- ----------
Net income (loss) ................ $ 1,937 $ (787) $ 992 $ 1,513 $ 418
========== ========== ========== ========== ==========
Pro forma weighted average common
shares outstanding .............. 2,000 2,000
========== ==========
Pro forma net income per share .. $ 496 $ 209
========== ==========
</TABLE>

See Note 1 for basis of presentation.
See accompanying notes to consolidated financial statements.

F-10
<PAGE>
BOLLE INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996 AND THE
NINE MONTHS ENDED SEPTEMBER 30, 1997 (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
COMMON STOCK
-----------------
ADDITIONAL RETAINED CUMULATIVE
PAR PAID-IN EARNINGS TRANSACTION TOTAL
SHARES VALUE CAPITAL (DEFICIT) ADJUSTMENT EQUITY
-------- ------- ------------ ---------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance--December 31, 1993 ..... $ 1,585
1994:
Net proceeds from initial public
offering ....................... 9,961
Dividend to stockholders ...... (50)
Net income ..................... 1,937
---------
Balance--December 31, 1994 ..... 13,433
1995:
Net loss ....................... (787)
Compensation expense accrued
for stock options ............. 124
---------
Balance--December 31, 1995 ...... 12,770
1996:
Net income ..................... 992
Dividend to BEC ................ (4,019)
---------
Balance--December 31, 1996 ...... $ 9,743
=========
1997:
Beginning balance--
January 1, 1997................. $ 9,743 $ 9,743
Capitalization of Bolle
Inc.--February 3, 1997 ......... 1,900 -- 10,915 10,915
Net income--6 months ended June
30, 1997 ....................... $ 82 82
Common stock issued in
connection with Bolle France
acquisition .................... 100 -- 1,822 1,822
Preferred stock issued in
connection with Bolle France
acquisition ....................
Net income--3 months ended
September 30, 1997 ............. 336 336
Cumulative translation
adjustment ..................... $82 82
-------- ------- ------------ ---------- ------------- ---------
Balance--September 30, 1997
(unaudited)..................... 2,000 -- $22,480 $418 $82 $22,980
======== ======= ============ ========== ============= =========
</TABLE>

See Note 1 for basis of presentation.
See accompanying notes to consolidated financial statements.

F-11
<PAGE>
BOLLE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996 AND THE
NINE MONTHS ENDED SEPTEMBER 30, 1996 (UNAUDITED) AND 1997 (UNAUDITED)
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE NINE MONTHS
FOR THE YEAR ENDED DECEMBER 31, ENDED SEPTEMBER 30,
-----------------------------------------------------
1994 1995 1996 1996 1997
--------- ---------- --------- --------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) .................................. $ 1,937 $ (787) $ 992 $ 1,513 $ 418
Adjustments to reconcile income (loss) to net cash
provided (used) by operating activities:
Special charges and merger related expenses, net
of payments ...................................... 99
Depreciation and amortization ..................... 199 254 386 275 853
Bad debt expense .................................. 40 183 73 173 215
Loss (gain) on sale of property and equipment .... 3 1 45
Changes in current assets and liabilities (net of
effect of companies acquired):
Accounts receivable ............................... (1,143) (203) 821 1,326 1,663
Receivables from related parties .................. 736 (736) 556
Inventories ....................................... (714) (2,063) (1,470) 35 (424)
Other assets ...................................... (224) (528) 291 (163) (1,106)
Accounts payable .................................. (415) (323) 1,135 (559) (3,803)
Accrued expenses and other ........................ 572 (176) (191) (87) (254)
--------- ---------- --------- --------- ----------
Net cash provided (used) by operating
activities ...................................... 255 (2,808) 1,302 2,513 (1,837)
Cash flows from investing activities:
Cash expended in acquisitions, net of cash
received ......................................... (33,375)
Capital expenditures .............................. (344) (131) (319) (233) (432)
Proceeds from sale of fixed assets ................ 14 2 35
Non-compete agreement and intangible assets ...... (815) (2) (75)
--------- ---------- --------- --------- ----------
Net cash used by investing activities ............ (330) (946) (319) (233) (33,847)
Cash flows from financing activities:
Net proceeds (payments) from long-term
obligations ...................................... 323 (78) (21) (21)
Net payment on short-term obligations ............. (565) (13)
Payments on revolving credit line ................. (3,843)
Proceeds (payments) on indebtedness to related
parties .......................................... (1,600) (1,000) (1,845) 36,915
Proceeds from issuance of common stock ............ 9,961 (21)
Cash dividends to stockholders .................... (50)
--------- ---------- --------- --------- ----------
Net cash provided (used) by financing
activities ...................................... 5,826 (1,699) (1,021) (1,866) 36,902
Effect on cash of changes in foreign exchange rates (4)
--------- ---------- --------- --------- ----------
Net increase (decrease) in cash ..................... $ 5,751 $(5,453) $ (38) $ 414 $ 1,214
========= ========== ========= ========= ==========
Cash and cash equivalents at beginning of period ... 51 5,802 349 349 311
Cash and cash equivalents at end of period ......... $ 5,802 $ 349 $ 311 $ 763 $ 1,525
Supplemental disclosures of cash flow information:
Interest paid .................................... $ 318 $ 42 $ 5 $ 5 $ 12
Income taxes paid ................................ $ 1,232 * * * $ 1,618
</TABLE>

- ------------
* Income taxes were paid by BEC on behalf of the Company for the years
ended December 31, 1995 and 1996 and the nine months ended September
30, 1996 (unaudited). In 1997, only domestic income taxes were paid
by BEC on behalf of the Company. Accordingly, the income taxes paid
by the Company in 1997 represent foreign income taxes.

F-12
<PAGE>
Noncash transactions:

There were no non-cash transactions during the years ended December 31,
1994 and 1995 or during the nine month period ended September 30, 1996.

1996

o During the fourth quarter of 1996, Bolle America forgave the repayment
of a $4,019 advance made to BEC during the year. The forgiveness of the
advance was characterized as a dividend in 1996.

1997

o The acquisition of Bolle France discussed in Note 2 was funded through a
combination of cash, equity and debt. The fair values of the assets and
liabilities at the dates of acquisition are presented as follows:

<TABLE>
<CAPTION>
<S> <C>
Cash ..................................... $ 1,286
Accounts receivable ...................... 9,379
Inventories .............................. 6,127
Property and equipment ................... 4,358
Goodwill ................................. 10,912
Trademark ................................ 40,000
Other assets ............................. 502
Short-term debt .......................... (285)
Accounts payable and accrued liabilities (12,648)
Other long-term liabilities .............. (2,876)
----------
Net assets acquired .................... $ 56,755
==========
</TABLE>

F-13
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share data, unless otherwise noted)

NOTE 1 -- GENERAL INFORMATION, BUSINESS AND BASIS OF PRESENTATION

General Information

Bolle Inc. (the "Company") is a subsidiary of BEC Group, Inc. ("BEC"), a
Delaware corporation. The Company was organized on February 3, 1997 to effect
the July 1997 acquisition by BEC of Holding B.F. (hereinafter referred to as
"Bolle France"), the French holding company that owned the Bolle design,
manufacturing and certain distribution interests, including the worldwide
rights to the Bolle brand. The Company is a holding company, the principal
subsidiaries of which are Bolle America, Inc. ("Bolle America") and Bolle
France. Bolle America was acquired by BEC in November 1995 in a transaction
accounted for as a pooling of interests.

The Company and BEC have entered into a management services agreement (the
"Management Agreement") pursuant to which BEC will provide key management
services to the Company for an initial term of three years, and thereafter is
automatically renewed for successive one-year periods until terminated by
either party upon no later than 90 days prior to the expiration of the
initial term, or any renewal term then in effect.

Business

Bolle Inc. manufactures, markets, imports and distributes sunglasses,
safety goggles, sport shields and ski goggles. Products are manufactured by
Bolle France in Oyonnax, France and through subcontractors and sold to
distributors or direct customers primarily located in the United States,
Europe, Australia and Canada.

Basis of Presentation

Bolle America was a wholly owned subsidiary of BEC at the time the Company
was formed. The net assets of Bolle America were contributed to the Company
by BEC as of July 1, 1997. At that time, the net book value of Bolle America
was $11,038 including retained earnings of $359. Accordingly, the financial
position and results of operations of the Company presented herein are those
of Bolle America prior to the acquisition of Bolle France. The results of
operations of Bolle France are included beginning on July 9, 1997, (the
closing date of the Bolle France acquisition described in Note 2 below).

For the periods subsequent to the acquisition of Bolle America by BEC,
certain revenues and expenses reflected in the financial statements include
allocations of certain corporate expenses from BEC. These allocations include
income from BEC's investment in Eyecare Products Plc, as well as expenses for
general management, treasury, legal, tax, financial reporting and auditing,
insurance, investor and public relations and information management which
were allocated primarily based on relative sales. These financial statements
also reflect the allocation of certain corporate assets including those
relating to taxes.

Management believes that the foregoing allocations were made on a
reasonable basis; however, the allocations of costs and expenses do not
necessarily indicate the costs that would have been or will be incurred by
the Company on a stand-alone basis. Also, the financial information included
in the financial statements may not necessarily reflect the financial
position, results of operations and cash flows of the Company in the future
or what the financial position and results of operations would have been if
it had been a separate, stand-alone company during the periods covered.

For periods prior to 1997, equity is presented in the accompanying
consolidated balance sheets and statements of stockholders' equity on one
line. Presentation of traditional equity categories is not considered
meaningful. Effective January 1, 1997, equity is presented in the traditional
manner.

Interim Financial Information

The financial statements for the nine months ended September 30, 1996 and
1997 are unaudited but include all adjustments (consisting of normal
recurring adjustments) that the Company considers

F-14
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Amounts in thousands, except per share data, unless otherwise noted)

necessary for a fair presentation. Operating results for the nine months
ended September 30, 1997 are not necessarily indicative of the results that
may be expected for the year ending December 31, 1997. Financial disclosures
herein relating to matters subsequent to March 10, 1997 are unaudited.

NOTE 2 -- ACQUISITIONS

On July 9, 1997, the Company acquired, in a transaction accounted for as a
purchase, all of the shares of Bolle France which included Bolle France and
several consolidated and unconsolidated subsidiaries, for a total purchase
price of approximately $56,755, comprised of cash of $31,000, BEC Series A
preferred stock of $9,294, Company preferred stock of $11,055 and Company
common stock of $1,822, as well as direct acquisition costs of $3,585. The
preliminary allocation of purchase price included assignment of $40,000 to
the Bolle trademark, based upon an independent appraisal, and $10,912 to
goodwill. The trademark and goodwill are being amortized over 40 years (Note
4).

NOTE 3 -- MERGER RELATED EXPENSES

Merger related expenses represent $3.1 million of transaction costs
associated with the pooling of interests between BEC and Bolle America
discussed in Note 1.

NOTE 4 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company
and its majority-owned subsidiaries unless control indicates otherwise.
Investments in less than 50% owned affiliates and certain greater than 50%
owned affiliates are accounted for by the equity method. Investments in less
than 20% owned affiliates are accounted for by the cost method (Note 8). All
significant intercompany transactions, profits and accounts have been
eliminated in consolidation.

Cash Equivalents

Cash equivalents include all temporary cash investments with original
maturities of three months or less. The carrying value is equal to market
value.

Revenue Recognition

The Company recognizes revenue at the time of shipment or delivery of
products with estimates provided for returns based on historical experience.

Concentration of Credit Risk and Major Customers

In the opinion of management, concentration of credit risk varies
significantly on a country-by-country basis. With the acquisition of Bolle
France, the Company now sells to customers in over thirty countries, with the
majority of sales to customers in the United States, Europe, Australia and
Canada.

Credit is generally extended based on an evaluation of the customer's
financial condition and its relationship with the Company, and collateral is
generally not required. Credit risk is affected by conditions or occurrences
in the local economies and relative strength of the local environment in each
of the countries where the Company's customers operate. The Company
establishes an allowance for doubtful accounts based on factors surrounding
the credit risk of specific customers, historical trends and other
information.

For the years ended December 31, 1995 and 1996 and the nine months ended
September 30, 1996 (unaudited), the Company had sales to a specific customer
located in the United States that represented 14%, 11% and 15% of their net
sales. For the year ended December 31, 1994 and the nine months ended
September 30, 1997 (unaudited), no single customer contributed more than 10%
of the Company's net sales.

F-15
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Amounts in thousands, except per share data, unless otherwise noted)

Foreign Currency Translation

For subsidiaries which operate in a local currency environment, assets and
liabilities are translated into U.S. dollars at year end exchange rates in
effect at the balance sheet date. Income and expense items are translated at
average rates prevailing during the year. Translation adjustments for these
subsidiaries are accumulated in a separate component of equity.

Foreign Currency Transactions

Prior to July 1997, the Company had entered into a series of agreements
with Bolle France providing a series of fixed exchange rates on the French
franc/U.S. dollar exchange rate for inventory purchases from them. From time
to time, the Company may also enter into foreign currency forward contracts
to hedge against the effects of foreign currency fluctuations on inventory
purchases and the settlement of trade accounts payable. Foreign currency
transaction gains and losses are recorded in other income.

Inventories

Inventories, which consist primarily of raw materials and finished goods
held for resale, are stated at the lower of cost or market value. Costs
include material, direct labor, and overhead. The Company determines
inventory value on an average cost basis.

Warranties

Certain sales are subject to warranty against defects in material and
workmanship. The Company provides for such potential future costs at the time
the sales are recorded based on historical experience.

Property and Equipment

Property and equipment are stated at cost. Additions and improvements are
capitalized. Maintenance and repairs are expensed as incurred. Depreciation
is computed on a straight line or accelerated basis for financial reporting
purposes, and on an accelerated basis for tax purposes, over the estimated
useful lives of the assets. Useful lives range from 3 to 7 years for office
equipment, fixtures and molds and up to 30 years for buildings. Asset cost
and accumulated depreciation amounts are removed for dispositions and
retirements, with resulting gains and losses reflected in earnings.

Trademark, Goodwill and Other Intangible Assets

Trademark represents the Bolle brand. Goodwill represents the excess cost
over the fair value of net assets acquired in business combinations accounted
for under the purchase method. Other intangible assets consist principally of
a non-compete agreement.

Trademark, goodwill and other intangible assets are amortized on a
straight line basis over estimated useful lives which approximate 40 years
for the Bolle trademark, 40 years for goodwill and from 3-10 years for other
identifiable intangibles. At each balance sheet date, the Company evaluates
the realizability of trademark, goodwill and other intangible assets based
upon expectations of undiscounted cash flows of each subsidiary having a
significant trademark, goodwill or other intangible asset balance. Should
this review indicate that trademark, goodwill or other intangible assets will
not be recoverable, the Company's carrying value of the trademark, goodwill
or other intangible assets will be reduced by the estimated shortfall of
discounted cash flows. Based upon its most recent analysis, the Company
believes that no material impairment of the trademark, goodwill or other
intangible assets exists.

Impairment of Long-Lived Assets

At each balance sheet date, the Company evaluates the realizability of
long-lived assets based on expectations of undiscounted cash flows. Should
this review indicate that the cost of long-lived assets may

F-16
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Amounts in thousands, except per share data, unless otherwise noted)

be impaired, an evaluation of recoverability would be performed. If an
evaluation is required, the estimated future undiscounted cash flows
associated with the asset would be compared to the carrying amount of the
asset to determine whether a write-down to market value is required.

Income Taxes

Deferred income taxes are provided on the difference in basis of assets
and liabilities between financial reporting and tax returns using enacted tax
rates. A valuation allowance is recorded when realization of deferred tax
assets is not assured.

Pro Forma Earnings Per Share

Given the changes in the Company's capital structure made in connection
with the acquisition of Bolle France, historical earnings per share amounts
are not presented as they are not considered meaningful. Pro forma earnings
per share is computed by dividing net earnings or loss by the pro forma
weighted average number of shares of common stock which is calculated based
on the capital structure of Bolle Inc.

New Accounting Pronouncements

Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
per Share" establishes specific guidelines for publicly held companies for
the computation, presentation, and disclosure requirements of earnings per
share. The statement is effective for all periods ending after December 15,
1997 and restatement will be required for all prior-period EPS data
presented. The application of SFAS 128 to the Company's computation of
earnings per share does not affect the pro forma earnings per share amounts
reported for the year ended December 31, 1996 or the nine months ended
September 30, 1997.

SFAS No. 130, "Reporting Comprehensive Income", establishes guidelines for
all items that are to be recognized under accounting standards as components
of comprehensive income to be reported in the financial statements. The
statement is effective for all periods ending after December 15, 1997 and
reclassification of financial statements for earlier periods presented will
be required for comparative purposes.

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information", establishes standards for reporting of operating segment
information in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial statements issued to shareholders. The statement is effective for
all periods ending after December 15, 1997. The Company presently reports as
one operating segment and expects to continue to do so.

Pensions and post retirement indemnity

The employees of Bolle America currently participate in a 401(k) Savings
plan administered by BEC. No pension, post-retirement or other benefit
arrangements have been established by Bolle, Inc.

A provision is recorded for the termination indemnity of the legal
employees of Bolle France and its subsidiaries. These indemnities are due to
employees who leave Bolle France or its subsidiaries at retirement age (65)
and depends upon the length of the employee's service. The obligation, which
is not funded, is calculated using an actuarial method (discount rate of
6.19%, salary increase of 2.5%) and considers staff turnover and mortality
statistics until retirement age.

Reclassifications

Certain amounts in the 1994, 1995 and 1996 financial statements have been
reclassified to conform with the 1997 presentation.

F-17
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Amounts in thousands, except per share data, unless otherwise noted)

Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.

Fair Value

At September 30, 1997, the carrying value of financial instruments such as
trade receivables, accounts payable and short term debt approximated their
fair values based on the short term maturities of these instruments.

NOTE 5 -- INVENTORIES

Inventories consist of the following at:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
------------------ ---------------
1995 1996 1997
-------- -------- ---------------
(UNAUDITED)
<S> <C> <C> <C>
Raw materials ... $ $ $ 1,759
Work in
progress........ 3,409
Finished goods .. 7,077 8,635 10,484
Less: reserve ... (159) (247) (2,335)
-------- -------- ---------------
$6,918 $8,388 $13,317
======== ======== ===============
</TABLE>

NOTE 6 -- PROPERTY AND EQUIPMENT

Property and equipment consists of the following at:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
---------------- ---------------
1995 1996 1997
------- ------- ---------------
(UNAUDITED)
<S> <C> <C> <C>
Land ........................... $ $ $ 423
Buildings ...................... 2,233
Machinery and equipment ........ 397 369 1,814
Computer hardware and software 413 593 582
Furniture and fixtures ......... 95 98 534
Leasehold improvements.......... 5 5
------- ------- ---------------
910 1,065 5,586
Less: accumulated depreciation (401) (531) (751)
------- ------- ---------------
$ 509 $ 534 $4,835
======= ======= ===============
</TABLE>

F-18
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Amounts in thousands, except per share data, unless otherwise noted)

Depreciation expense for the years ended December 31, 1994, 1995 and 1996
and the nine months ended September 30, 1996 (unaudited) and 1997 (unaudited)
was $166, $172, $216, $147 and $406, respectively.

The minimum future rental expense for property and buildings under lease
is as follows:

<TABLE>
<CAPTION>
<S> <C>
1998 ........... 67
Thereafter ..... --

</TABLE>

NOTE 7 -- TRADEMARK, GOODWILL AND OTHER INTANGIBLE ASSETS

Trademark, goodwill and other intangible assets and related accumulated
amortization consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
--------------- ---------------
1995 1996 1997
------ ------- ---------------
(UNAUDITED)
<S> <C> <C> <C>
Trademark ............................ $ $ $40,000
Goodwill ............................. 10,925
Non-compete agreement ................ 800 800 800
Other identifiable intangible assets 15 16 139
------ ------- ---------------
815 816 51,864
Less accumulated amortization ....... (170) (615)
------ ------- ---------------
$815 $ 646 $51,249
====== ======= ===============
</TABLE>

The Company entered into a non-compete agreement with the former president
of Bolle America for the period November 2, 1995 through December 31, 2005.
The Company paid $800 at November 2, 1995 and will pay $100 per year from
January 1, 1997 to 2005.

Amortization expense for the years ended December 31, 1994, 1995 and 1996
and the nine month periods ended September 30, 1996 (unaudited) and 1997
(unaudited) was $33, $82, $170, $128 and $447, respectively.

NOTE 8 -- EQUITY IN AFFILIATED COMPANIES

The Company sells its products to three related party distributors, Bolle
Sunglasses UK, Bolle Japan and Bolle Canada, which are owned 51%, 30%, and
51%, respectively. All investments are accounted for under the equity method
of accounting. Bolle Sunglasses UK and Bolle Canada are accounted for under
the equity method because the businesses are managed and operated by the
minority owners. The Company's equity in the net assets of these entities of
approximately $75 is considered immaterial.

NOTE 9 -- INTERCOMPANY CREDIT ARRANGEMENT

During the years ended December 31, 1995, 1996 and the nine months ended
September 30, 1996 (unaudited) and 1997 (unaudited), Bolle America was party
to a revolving intercompany credit arrangement with BEC whereby interest was
earned at a rate of 5% on excess cash. Since the acquisition of Bolle France,
the intercompany arrangement was adjusted to allow for French Franc
borrowings by the Company's French businesses at a rate of 5.5%. The debt
incurred to finance the cash portion of the consideration has been pushed
down to Bolle Inc. under this arrangement.

F-19
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Amounts in thousands, except per share data, unless otherwise noted)

NOTE 10 -- INCOME TAXES

The company accounts for income taxes under SFAS No. 109, "Accounting for
Income Taxes". SFAS No. 109 requires an asset and liability approach to
accounting for income taxes.

Income before provision for income taxes consists of the following for the
periods ended:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
--------------------------- -----------------
1994 1995 1996 1996 1997
-------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
U.S....... $3,197 $(423) $1,627 $2,480 $(57)
Foreign... 671
-------- -------- -------- -------- -------
$3,197 $(423) $1,627 $2,480 $614
======== ======== ======== ======== =======
</TABLE>

The provision for income taxes consists of the following for the periods
ended:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
------------------------ ---------------
1994 1995 1996 1996 1997
-------- ------- ------ ------ -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
UNITED STATES
Current:
Federal ................. $1,095 $ 616 $542 $817 (212)
State and local ......... 182 103 81 136 (24)
Deferred ................. (17) (355) 12 14 23
-------- ------- ------ ------ -------
1,260 364 635 967 (213)
FOREIGN
Deferred.................. 409
-------- ------- ------ ------ -------
Total provision for
income taxes ........... $1,260 $ 364 $635 $967 $ 196
======== ======= ====== ====== =======
</TABLE>

The Company's effective tax rates differ from the Federal statutory rate
as follows:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
-------------------------- ------------------
1994 1995 1996 1996 1997
------- --------- ------- ------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Expected tax (benefit) at statutory
rate .............................. 34.0% (34.0)% 34.0% 34.0% 34.0%
State income taxes ................. 3.8% 16.1% 3.5% 3.5% 3.9%
Unremitted earnings of foreign
subsidiary ........................ (32.9)%
Non-deductible and merger related
expenses .......................... 104.0% 2.9%
Foreign rate differential........... 22.3%
Other, net ......................... 1.6% 1.5% 1.5% 1.8%
------- --------- ------- ------- ---------
39.4% 86.1% 39.0% 39.0% 32.0%
======= ========= ======= ======= =========
</TABLE>

F-20
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Amounts in thousands, except per share data, unless otherwise noted)

Significant components of deferred income taxes are as follows for the
periods ended:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
-------------- ---------------
1995 1996 1997
------ ------ ---------------
<S> <C> <C> <C>
Current deferred tax assets:
Accounts receivable.................... $150 $168 $ 66
Non qualified stock options............ 54 54 54
Inventories............................ 116 129 231
Accrued expenses....................... 114 83 65
------ ------ ---------------
Total current deferred tax assets .... 434 434 416
------ ------ ---------------
Non-current deferred tax assets:
Intangibles............................ 30 12 4
Pension liability...................... 63
Fixed assets........................... 6 9
------ ------ ---------------
Total non-current deferred tax
assets................................ 30 18 76
------ ------ ---------------
Gross deferred tax asset............. 464 452 492
------ ------ ---------------
Current deferred liabilities:
Other liabilities...................... (1,848)
------ ------ ---------------
Gross deferred tax liability.......... (1,848)
------ ------ ---------------
Net deferred tax asset (liability) .. $464 $452 $(1,356)
====== ====== ===============
</TABLE>

No valuation allowance has been established against deferred tax assets as
realization is considered to be more likely than not. Current deferred tax
assets of $434, $434 and $416 are included in "Prepaid and other current
assets" at December 31, 1995 and 1996 and September 30, 1997 respectively.
Non-current deferred tax assets of $30, $18 and $76 are included in "Other
assets" at December 31, 1995 and 1996 and September 30, 1997, respectively.
Current deferred liabilities of $1,848 are included in "Other accrued
expenses" at September 30, 1997.

NOTE 11 -- MANDATORILY REDEEMABLE PREFERRED STOCK

In connection with the acquisition of Bolle France described in Note 2,
the Company issued 64,120 shares of Bolle Series A Preferred Stock with a
redemption value of $11,055. Shares of the Bolle Series A Preferred Stock
will be redeemed by the Company on the third anniversary of their issuance,
subject to the provisions of existing BEC senior debt. Prior to that, the
Company may redeem any shares of Bolle Series A Preferred Stock at any time.
Further, in the event that the Company's EBITDA exceeds $18,400 for the
fiscal year 1998 or $24,700 for the fiscal year 1999, the Company will be
obligated to redeem any shares of the Bolle Series A Preferred Stock then
outstanding, provided that in each case BEC remains in compliance with the
financial covenants contained in any senior indebtedness in effect as of June
4, 1997 after giving effect to such redemption and $2,000 is available for
borrowing by BEC under such senior indebtedness.

NOTE 12 -- STOCK OPTION PLANS

The employees of Bolle America currently participate in a stock option
plan administered by BEC. The Company plans to adopt separate stock option
and incentive plans during the fourth quarter of 1997.

F-21
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Amounts in thousands, except per share data, unless otherwise noted)

NOTE 13 -- RELATED PARTY TRANSACTIONS

Prior to the planned spin off (see Note 16); the Company will enter into a
Management Services Agreement with BEC pursuant to which BEC will provide key
management services to the Company. The Management Services Agreement has an
initial term of three years, and thereafter is automatically renewed for
successive one-year periods until terminated by either party upon ninety days
written notice. During the initial term of the Management Services Agreement,
the Company will pay BEC $720 per year for such services.

With the acquisition of Bolle France, the Company has transactions with
related parties (BEC, Bolle Sunglasses UK, Bolle Japan and Bolle Canada), for
which transactions and balances have been disclosed under the captions
"Receivables from BEC, net," "Trade receivables from related parties" and
"Indebtedness to related parties." Such transactions are realized at
conditions equivalent to those prevailing for unrelated parties.

NOTE 14 -- COMMITMENTS AND CONTINGENCIES

The Company is subject to various litigation incidental to its business.
Irrespective of any indemnification that may be received, the Company does
not believe that exposure on any matter will result in a significant impact
on the financial position of the Company or its results of operations.

NOTE 15 -- GEOGRAPHIC INFORMATION

The Company operates in one principal industry segment: the manufacture,
marketing and distribution of sunglasses, safety goggles, sport shields and
ski goggles. Products are manufactured by Bolle France in Oyonnax, France and
through subcontractors and sold to distributors or direct customers primarily
located in the United States, Europe, Australia and Canada. The Company had
no international sales until the acquisition of Bolle France in the third
quarter of 1997.

F-22
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(Amounts in thousands, except per share data, unless otherwise noted)

Geographic information is as follows:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
------------------------------ --------------------
1994 1995 1996 1996 1997
--------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales to unaffiliated customers:
United States ...................... $23,094 $24,829 $24,425 $19,816 $14,896
Europe ............................. 5,774
--------- --------- --------- --------- ---------
Total net sales ..................... $23,094 $24,829 $24,425 $19,816 $20,670
========= ========= ========= ========= =========
(Transfers between geographic areas
eliminated in consolidation):
United States ...................... $ $ $ $ $
Europe ............................. 2,870
--------- --------- --------- --------- ---------
Total transfers ..................... $ -- $ -- $ -- $ -- $ 2,870
========= ========= ========= =========
Income (loss) before income taxes:
United States ...................... $ 3,409 $ 2,373 $ 921 $ 1,353 $ 2,222
Europe ............................. (1,895)
Interest, merger related expenses
and other income, net ............. (212) (2,796) 706 1,127 287
--------- --------- --------- --------- ---------
Total income (loss) before income
taxes .............................. $ 3,197 $ (423) $ 1,627 $ 2,480 $ 614
========= ========= ========= ========= =========
Identifiable assets:
United States ...................... $17,549 $16,309 $15,624 $13,795 $13,353
Europe ............................. 71,486
Corporate assets ................... (56)
--------- --------- --------- --------- ---------
Total identifiable assets ........... $17,549 $16,309 $15,624 $13,795 $84,783
========= ========= ========= ========= =========
</TABLE>

Net sales to unaffiliated customers are classified based on the location
of the customers. Transfers between geographic areas are recorded at amounts
generally above cost and in accordance with the rules and regulations of the
respective governing tax authorities. Income (loss) before income taxes
consists of total net sales less operating expenses and does not include
merger related expenses, interest and other income, net. Identifiable assets
of geographic areas are those assets used in the Company's operations in each
area.

NOTE 16 -- SUBSEQUENT EVENTS

On October 31, 1997, BEC announced its intent to spin off the Company to
BEC's shareholders (the "Spinoff"). Application will be made to list the spun
off Bolle Common Stock on the Nasdaq National Market.

In connection with the Spinoff, the Company expects that, pursuant to a
Bill of Sale and Assignment Agreement to be entered into between BEC and the
Company prior to the consummation of the Spinoff (the "Contribution
Agreement"), (i) BEC will assign to the Company all of BEC's assets other
than assets related to the ORC Business (as defined in the Contribution
Agreement) and certain other specified assets retained by BEC; and (ii) the
Company will assume all of BEC's liabilities prior to the Spinoff other than
those related to the ORC Business. Pursuant to this agreement, approximately
$18 million of the Company's indebtedness to related parties will be
capitalized and the remaining balance will be refinanced via a bank credit
facility.

F-23

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

November 26, 1997

To the Board of Directors and
Shareholders of Holdings BF SA

In our opinion, the accompanying combined balance sheets and the related
combined statements of operations and stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of Holding
BF SA and its subsidiaries at December 31, 1996, June 30, 1997 and September
30, 1997 and the results of their operations and their cash flows for the
year, six months and three months then ended in conformity with accounting
principles generally accepted in the United States of America. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.

Befec -Price Waterhouse
Lyon, France

/s/ Olivier Auscher
- ----------------------------
Olivier Auscher

F-24
<PAGE>

HOLDING BF S.A. AND SUBSIDIARIES
COMBINED BALANCE SHEET
DECEMBER 31, 1996, JUNE 30, 1997 AND SEPTEMBER 30, 1997
(AMOUNTS IN THOUSANDS OF FRENCH FRANCS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30, SEPTEMBER 30,
ASSETS 1996 1997 1997
------------- ------------ ---------------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents ..................... FF 17,884 FF 7,610 FF 8,115
Trade receivables, less allowance for doubtful
accounts of FF 1,556, FF 2,414 and FF 3,094 . 64,185 55,524 46,382
Inventories ................................... 29,697 36,268 32,756
Other current assets .......................... 2,918 2,282 8,629
------------- ------------ ---------------
Total current assets ......................... 114,684 101,684 95,882
Investments ................................... 191 690 570
Property and equipment, net ................... 11,038 12,498 26,180
Trademark, net ................................ -- -- 235,308
Goodwill, net ................................. -- -- 64,192
Other assets .................................. 545 375 403
------------- ------------ ---------------
Total assets ................................. FF 126,458 FF 115,247 FF 422,535
============= ============ ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short term debt................................ FF 11,886 FF 1,032 FF 991
Indebtedness to Bolle Inc...................... -- -- 212,138
Accounts payable............................... 25,312 32,422 22,053
Accrued liabilities............................ 24,085 20,560 41,859
------------- ------------ ---------------
Total current liabilities..................... 61,283 54,014 277,041
Long term liabilities........................... 949 1,084 11,335
Commitments and contingencies................... 5,050 5,650 6,050
------------- ------------ ---------------
Total liabilities............................. 67,282 60,748 294,426
------------- ------------ ---------------
Minority interests.............................. 11,820 395 (930)
Stockholders' equity:
Common stock--par value FF 1,000............... 16,500 53,600 53,600
Capital surplus................................ -- -- 72,298
Cumulative translation adjustment.............. (78) (78) 259
Retained earnings.............................. 30,934 582 2,882
------------- ------------ ---------------
Total stockholders' equity.................... 47,356 54,104 129,039
------------- ------------ ---------------
Total liabilities and stockholders' equity ... FF 126,458 FF 115,247 FF 422,535
============= ============ ===============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-25
<PAGE>

HOLDING BF S.A. AND SUBSIDIARIES
COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996, THE SIX MONTHS ENDED JUNE 30, 1997
AND THE THREE MONTHS ENDED SEPTEMBER 30, 1997
(AMOUNTS IN THOUSANDS OF FRENCH FRANCS)

<TABLE>
<CAPTION>
SIX MONTHS THREE MONTHS
YEAR ENDED ENDED ENDED
DECEMBER 31, JUNE 30, SEPTEMBER 30,
1996 1997 1997
-------------- ------------ ---------------
<S> <C> <C> <C>
Net sales ......................................... FF 249,693 FF 106,032 FF 52,585
Costs and expenses
Costs of sales ................................... 153,233 65,798 34,411
Selling, general and administrative expenses ..... 57,716 29,885 12,238
Interest expense ................................. 2,417 993 2,349
Other expenses, net .............................. 1,281 (2,043) (493)
-------------- ------------ ---------------
Total costs and expenses ........................ 214,647 94,633 48,505
-------------- ------------ ---------------
Income before income taxes and minority interests 35,046 11,399 4,080
Provision for income taxes ........................ 9,133 6,783 2,523
-------------- ------------ ---------------
Net income before minority interests .............. 25,913 4,616 1,557
Minority interests ................................ (8,250) (265) 1,325
-------------- ------------ ---------------
Net income ........................................ FF 17,663 FF 4,351 FF 2,882
============== ============ ===============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-26
<PAGE>

HOLDING BF S.A. AND SUBSIDIARIES
COMBINED STATEMENT OF STOCKHOLDERS' EQUITY
DECEMBER 31, 1996, JUNE 30, 1997 AND SEPTEMBER 30, 1997
(AMOUNTS IN THOUSANDS OF FRENCH FRANCS)

<TABLE>
<CAPTION>
COMMON STOCK
---------------------
RETAINED TRANSLATION CAPITAL
SHARES PAR VALUE EARNINGS ADJUSTMENT SURPLUS TOTAL
-------- ----------- ----------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
1996
Balance--beginning of
year..................... 100 FF 16,500 FF 14,568 FF FF FF 31,068
Translation adjustments .. (78) (78)
Dividend to stockholders . (1,297 ) (1,297)
Net income................ 17,663 17,663
-------- ----------- ----------- ------------- ------------ ------------
Balance--December 31,
1996..................... 100 16,500 30,934 (78) 47,356

1997
Acquisition of minority
interests................ 37,100 (23,100) 14,000
Dividend to stockholders . (9,972) (9,972)
Investment in new
subsidiary............... (1,631) (1,631)
Net income................ 4,351 4,351
-------- ----------- ----------- ------------- ------------ ------------
Balance--June 30, 1997 ... 100 FF 53,600 FF 582 (78) FF 54,104
- ------------------------- -------- ----------- ----------- ------------- ------------ ------------
Adjustments to reflect
purchase by Bolle Inc. . (582) 337 72,298 72,053
Net income................ 2,882 2,882
-------- ----------- ----------- ------------- ------------ ------------
Balance--September 30,
1997..................... 100 FF 53,600 FF 2,882 FF 259 FF 72,298 FF 129,039
======== =========== =========== ============= ============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-27
<PAGE>

HOLDING BF S.A. AND SUBSIDIARIES
COMBINED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996, SIX MONTHS ENDED JUNE 30, 1997
AND THREE MONTHS ENDED SEPTEMBER 30, 1997
(AMOUNTS IN THOUSANDS OF FRENCH FRANCS)

<TABLE>
<CAPTION>
SIX MONTHS THREE MONTHS
YEAR ENDED ENDED ENDED
DECEMBER 31, JUNE 30, SEPTEMBER 30,
1996 1997 1997
-------------- ------------ ---------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income ...................................... FF 17,663 FF 4,351 FF 2,882
Adjustments to reconcile net income to cash
provided by operating activities:
Minority interests .............................. 8,250 265 (1,325)
Depreciation and amortization ................... 4,486 2,275 3,403
Bad debt expense ................................ 1,241 858 680
Loss on sale of property and equipment ......... 69 -- 262
Changes in current assets and liabilities:
Accounts receivable ............................. (158) 7,798 8,462
Other current assets ............................ (392) 170 (6,347)
Inventories ..................................... (8,603) (6,571) 3,512
Other assets .................................... (1,888) 641 (403)
Accounts payable ................................ 387 5,543 (9,560)
Accrued expenses and other ...................... 12,102 (1,359) 1,065
-------------- ------------ ---------------
Net cash provided by operating activities ..... 33,157 13,971 2,631
-------------- ------------ ---------------
Cash flows from investing activities:
Capital expenditures ............................ (4,640) (3,734) (2,272)
Proceeds from sale of fixed assets .............. 91 -- 105
-------------- ------------ ---------------
Net cash (used) by investing activities ....... (4,549) (3,734) (2,167)
-------------- ------------ ---------------
Cash flows from financing activities:
Payments on short term debt ..................... (17,514) (10,065) (79)
Investment in unconsolidated subsidiaries ...... (89) (474) 120
Cash dividends to stockholders .................. (11,120) (9,972) --
-------------- ------------ ---------------
Net cash (used) by financing activities ....... (28,723) (20,511) 41
-------------- ------------ ---------------
Net increase (decrease) in cash .................. (115) (10,274) 505
Cash and cash equivalents at beginning of period 17,999 17,884 7,610
-------------- ------------ ---------------
Cash and cash equivalents at end of period ...... FF 17,884 FF 7,610 FF 8,115
============== ============ ===============
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-28

<PAGE>

HOLDING BF S.A. AND SUBSIDIARIES
FOR THE YEAR ENDED DECEMBER 31, 1996, THE SIX MONTHS
ENDED JUNE 30, 1997, AND THE THREE MONTHS ENDED SEPTEMBER 30, 1997
NOTES TO COMBINED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS OF FRENCH FRANCS)

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The combined financial statements of Holding BF SA and subsidiaries (the
"Group") have been prepared in accordance with accounting principles
generally accepted in the United States of America. The combined financial
statements of the Group include the subsidiaries and equity investments owned
by Holding BF SA in addition to certain entities held by the owners of
Holding BF SA. Accordingly, the combined financial statements include the
consolidated accounts of Holding BF SA and its wholly owned and
majority-owned subsidiaries (SNC Bolle 76 %, Bolle Protection Sarl 88%, Bolle
Production Sarl 68.75%), and the accounts of RM Plastiques Sarl and Bolle
Diffusion Sarl at December 31, 1996.

On July 10, 1997, Bolle Inc., a wholly-owned subsidiary of BEC Group Inc.
acquired from the Bolle family, shareholders of Holding BF SA, all of the
shares of Holding BF SA and subsidiaries. Further, in connection with the
purchase agreement, Holding BF SA acquired the minority interests in SNC
Bolle and all of the outstanding stock of RM Plastiques Sarl, Bolle
Protection Sarl and Bolle Production Sarl prior to closing of the
transaction. Accordingly the combined accounts of the Company at June 30,
1997 include Holding BF SA and its wholly-owned subsidiaries (SNC Bolle 100%,
Bolle Protection Sarl 100 %, Bolle Production Sarl 100 %, RM Plastiques Sarl
100%) and the accounts of Bolle Diffusion Sarl, all on a pre-acquisition
basis.

Bolle Inc. acquired Bolle Diffusion Sarl separately on July 10, 1997.
Bolle Diffusion Sarl was accounted for outside the consolidation of Holding
BF SA at September 30, 1997. Accordingly, the financial statements of Holding
BF SA at September 30, 1997 are presented on a combined basis and include the
accounts of Bolle Diffusion Sarl.

Business

Holding BF SA and subsidiaries operates in one business segment and
manufactures and sells sunglasses and sport shields, safety and tactical
eyewear and ski goggles. These products are manufactured in the Group's plant
in Oyonnax, France and through subcontractors and are sold to distributors or
direct customers located around the world.

Principles of Consolidation

All significant intercompany transactions, profits and accounts have been
eliminated in consolidation. Investments in companies in which the Group does
not have control, but has the ability to exercise significant influence are
accounted for by the equity method. Bolle Sunglasses Ltd. and Bolle Canada
Inc. are held by majority-owned subsidiaries of Holding BF SA, and therefore
the Group's ownership of each of these entities is 38 %, respectively at
December 31, 1996. Subsequent to the Company's acquisition of the minority
interests described above, Holding BF SA's ownership of Bolle Sunglasses Ltd.
and Bolle Canada Inc. increased to 51%, respectively and continue to be
accounted for under the equity method of accounting in the financial
statements of Holding BF SA at June 30, 1997 and September 30, 1997, as the
Group did not have effective control of these entities.

Revenue Recognition

Revenue is recognized upon shipment or delivery of products with estimates
provided for returns based on management estimates.

F-29
<PAGE>
HOLDING BF S.A. AND SUBSIDIARIES
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Concentration of Credit Risk and Major Customers

In the opinion of management, concentration of credit risk varies
significantly on a country-by-country basis. The Group sells to customers in
twenty countries, with the majority of sales to customers in the United
States, Europe, Australia and Canada.

Credit is generally extended based on an evaluation of the customer's
financial condition and on-going relationship with the Group, and collateral
is generally not required. Credit risk is affected by conditions or
occurrences in the local economies and relative strength of the retail
environment in each of the countries where the Group's customers operate. The
Group establishes an allowance for doubtful accounts based on factors
surrounding the credit risk of specific customers, historical trends and
other information.

The Group sells its products to three related party distributors, Bolle
Sunglasses UK Ltd. and Bolle Canada, Inc., which were both 51% owned by SNC
Bolle as of June 30, 1997, and Bolle America, Inc. which is a sister company
owned 100% by Bolle Inc. For the year ended December 31, 1996, and the six
months and three months ended June 30, 1997 and September 30, 1997,
respectively, Bolle America, Inc. represented 28%, 16% and 36% of the Group's
net sales, respectively. Sales to Bolle Sunglasses UK Ltd. and Bolle Canada
did not exceed 10%, respectively in any of the periods presented.

Foreign Currency Translation

For non-French subsidiaries which operate in a local currency environment,
assets and liabilities are translated into French Francs at period-end
exchange rates. Income and expense items are translated at average rates
prevailing during the year. Translation adjustments for these subsidiaries
are accumulated in a separate component of stockholders' equity.

In the normal course of business, operations (mainly sales) of the Group
is not exposed to fluctuations in currency values. Accordingly, the Group
does not enter into any type of financial instrument with respect to balance
sheet exposure arising from foreign exchange risk.

Up until July 10, 1997, the Group, however, had entered into a series of
agreements with Bolle America, Inc. providing a series of fixed exchange
rates on the French franc/U.S. dollar exchange rate for sales to that
customer. Therefore, foreign currency transaction losses amounting to FF 114
for the year ended December 31, 1996 and FF 0 for the six months June 30,
1997 are included in other income.

Cash and Cash Equivalents

Cash and cash equivalents represent investments with maturities of three
months or less from the time of purchase, and are carried at cost which
approximates fair value because of the short maturity of those instruments.
Cash paid for interest and income taxes was FF 1,232 and FF 7,852 for the
year ended December 31, 1996; FF 290 and FF 3,966 for the six months ended
June 30, 1997, and FF 73 and FF 9,840 for the three months ended September
30, 1997, respectively.

Property and Equipment

Buildings are valued at cost and depreciated over 30 years on a
straight-line basis.

F-30
<PAGE>
HOLDING BF S.A. AND SUBSIDIARIES
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Other property and equipment are recorded at fair value and depreciated
over their estimated useful life calculated, on a straight-line method (see
below):

<TABLE>
<CAPTION>
<S> <C>
Fittings and fixtures ..... 5 years
Machinery and equipment .... 7-10 years
Motor vehicles.............. 5 years
Office furniture............ 3-5 years
</TABLE>

Impairment of Long-Lived Assets

At each balance sheet date, the Group evaluates the realizability of
long-lived assets based on expectations of undiscounted cash flows. Should
this review indicate that the cost of long-lived assets may be impaired, an
evaluation of recoverability would be performed. If an evaluation is
required, the estimated future undiscounted cash flows associated with the
asset would be compared to the asset's carrying amount to determine whether a
write-down to market value is required.

Warranties

Certain sales are subject to warranty against material defects. Potential
future warranty costs are provided on the balance sheet.

Pensions and Post Retirement Indemnity

A provision is recorded for legal employees' lump sum termination
indemnities. These indemnities are due to employees which leave the Group at
retirement age (65) and depend upon the length of employees' service. The
obligation, which is not funded, is calculated using an actuarial method
(discount rate of 6.19 %, salary increase of 2.5 %) and takes into account
staff turnover and mortality statistics until retirement age. There are no
other pensions, post-retirement or post employment obligations to the company
as such employee benefits are provided by the French social security system.

Research and Development

Research, development and engineering expenditures which amounted to FF
3,045, FF 1,752, and FF 931 for the year ended December 31, 1996, the six
months ended June 30, 1997 and the three months ended September 30, 1997,
respectively, are expensed as incurred. Substantially all engineering and
development costs are related to developing new products or designing
significant improvements to existing products.

Income Taxes

Taxable income/loss of the various companies comprising the Group was
included in the tax returns of the appropriate taxable entity. Accordingly,
consolidated income tax returns were not prepared for the Group. Deferred
income taxes are provided on the difference in basis of assets and
liabilities between financial reporting and tax returns using enacted tax
rates. A valuation allowance is recorded when realization of deferred tax
assets is not assured.

Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires Group management to make estimates
and assumptions that effect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from these estimates.

F-31
<PAGE>

HOLDING BF S.A. AND SUBSIDIARIES
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Fair value

At December 31, 1996, June 30, 1997 and September 30, 1997, the carrying
value of financial instruments such as trade receivables, accounts payable
and short term debt approximated their fair values based on the short term
maturities of these instruments.

Trademark and Goodwill

The fair value of the worldwide Bolle(Registered Trademark) trademark of
the Group (FF 236,788) has been established by an independent appraisal and
is reflected in the Group's combined balance sheet as a result of the
revaluation of assets recorded in connection with the acquisition of the
Group by Bolle Inc. Both the trademark and goodwill are being amortized over
40 years.

NOTE 2 -- RELATED PARTY TRANSACTIONS

As disclosed in Note 1, the Group sells to related parties (Bolle UK,
Bolle Japan). Such transactions are realized at conditions equivalent to
those prevailing for unrelated parties.

As disclosed in Note 5, prior to July 10, 1997 the Group borrowed from
certain stockholders (Bolle family). Interest expense and balances are
disclosed in the statement of operations and on the balance sheet,
respectively.

Certain stockholders of the Group owned 100 % of RM Plastique Sarl prior
to July 10, 1997, a company with which the Group subcontracts certain
assembly tasks. Services rendered by RM Plastique Sarl, amounting to FF
1,385, FF 1,053 and FF 165 for the year ended December 31, 1996, the six
months ended June 30, 1997 and the three months ended September 30, 1997, are
invoiced at cost on an arm's length basis.

The minority stockholders in SNC Bolle referred to in Note 8 were also the
majority stockholders of the Group before July 10, 1997.

The Indebtedness to Bolle Inc., as of September 30, 1997 consists
primarily of debt incurred in conjunction with the purchase of the Group by
Bolle Inc. and short term working capital financing provided by Bolle Inc.
During the three months ended September 30, 1997, Bolle Inc. charged an
average annualized interest rate of 5.5% on the balance.

NOTE 3 -- INVENTORIES

Inventories consist of the following at:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30, SEPTEMBER 30,
1996 1997 1997
------------ ---------- -------------
<S> <C> <C> <C>
Raw materials ... FF 13,076 FF 12,047 FF 10,402
Work in progress 10,580 23,341 20,153
Finished goods .. 10,741 5,580 6,901
Reserves ......... (4,700) (4,700) (4,700)
--------- --------- ---------
FF 29,697 FF 36,268 FF 32,756
========= ========= =========
</TABLE>

F-32
<PAGE>
HOLDING BF S.A. AND SUBSIDIARIES
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 4 -- PROPERTY AND EQUIPMENT

Property and equipment consists of the following at:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30, SEPTEMBER 30,
1996 1997 1997
------------ -------- -------------
<S> <C> <C> <C>
Land .......................... FF -- FF -- FF 2,500
Buildings and fixtures ........ 11,193 11,625 13,205
Machinery and equipment ...... 56,257 58,142 8,356
Motor vehicles ................ 2,579 2,637 406
Office furniture............... 3,827 5,187 2,855
Less: accumulated
depreciation.................. (62,818) (65,093) (1,142)
------------ --------- --------------
FF 11,038 FF 12,498 FF 26,180
============ ========= ==============
</TABLE>

Depreciation expense for the year ended December 31, 1996 amounted to FF
4,486 and FF 2,275 and FF 1,519 for the six and three months ended June 30,
and September 30, 1997, respectively.

NOTE 5 -- SHORT TERM DEBT AND INDEBTEDNESS TO BOLLE INC.

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30, SEPTEMBER 30,
1996 1997 1997
------------ --------- --------------
<S> <C> <C> <C>
Short term debt ..........
Bank debt ............... FF 559 FF 509 FF 431
Bank overdraft .......... 5,704 158
Other ................... 5,623 523 402
------------ ---------- --------------
Total short term debt .... FF 11,886 FF 1,032 FF 991
============ ========== ==============
</TABLE>

The Group benefits from bank overdraft facilities which extend through
October 31, 1997 totaling FF 8,200 at an interest of Pibor + 1.5. The rate of
interest for the year ended December 31, 1996 and the six and three months
ended June 30, and September 30, 1997 averaged 4.9%.

Short term related party debt represents dividends declared by the Group
payable to the Bolle family and interest accrued on such undistributed
dividends at a variable rate of interest, which averaged 6.4% during the year
ended December 31, 1996 and 6.0% for the six months ended June 30, 1997.

Indebtedness to Bolle Inc. represents debt incurred by Bolle Inc. to
acquire the Group and interest accrued on the balance at an average
annualized rate of 5.5% for the three months ended September 30, 1997.

NOTE 6 -- ACCRUED LIABILITIES

Accrued liabilities consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30, SEPTEMBER 30,
1996 1997 1997
------------ --------- --------------
<S> <C> <C> <C>
Salaries, wages and other
employee benefits ......... FF 5,632 FF 4,543 FF 4,591
Fringe benefits accruals .. 2,667 2,328 1,743
Other taxes ................ 632 993 1,623
Interest payable ........... 2,190 -- --
Income taxes ............... 7,117 7,925 6,994
Deferred taxes ............. 1,154 3,271 3,105
Warranty ................... 3,400 1,500 13,260
Reorganization of the
Group...................... -- -- 5,589
Other....................... 1,293 -- 4,954
------------ ---------- --------------
FF 24,085 FF 20,560 FF 41,859
============ ========== ==============
</TABLE>

F-33
<PAGE>
HOLDING BF S.A. AND SUBSIDIARIES
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 7 -- INCOME TAXES

The provision (benefit) from income taxes consists of the following:

<TABLE>
<CAPTION>
SIX MONTHS THREE MONTHS
YEAR ENDED ENDED ENDED
DECEMBER 31, JUNE 30, SEPTEMBER 30,
1996 1997 1997
------------ --------- --------------
<S> <C> <C> <C>
Current ...... FF 12,588 FF 4,741 FF 2,690
Deferred ..... (3,455) 2,042 (167)
------------ --------- --------------
Total ........ FF 9,133 FF 6,783 FF 2,523
============ ========= ==============

</TABLE>

The Company's effective tax rate differs from the statutory rate of as
follows:

<TABLE>
<CAPTION>
SIX MONTHS THREE MONTHS
YEAR ENDED ENDED ENDED
DECEMBER 31, JUNE 30, SEPTEMBER 30,
1996 1997 1997
------------ --------- --------------
<S> <C> <C> <C>
French statutory rate .......................... 36.7% 41.7% 41.7%
Non-taxable income attributable to minority
stockholders (see Note 8) ..................... (10.5)% -- --
Impact of new statutory rate.................... -- 19.6% --
Non-deductible expenses......................... -- -- 20.1%
Other........................................... (0.2)% (1.7)% --
------------ --------- --------------
Effective income tax rate....................... 26.0% 59.6% 61.8%
============ ========= ==============
</TABLE>

Significant components of deferred income taxes are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30, SEPTEMBER 30,
1996 1997 1997
------------ --------- --------------
<S> <C> <C> <C>
Pension liability ............... FF (467) FF (375) FF (375)
Accrued liabilities ............. 697 -- --
Other liabilities ............... 624 3,271 3,105
------------ --------- --------------
Net deferred tax liability .... FF 854 FF 2,896 FF 2,730
============ ========= ==============
</TABLE>

At December 31, 1996, June 30, 1997 and September 30, 1997, other assets
include FF 300, FF 375 and FF 375 of deferred tax assets.

F-34
<PAGE>
HOLDING BF S.A. AND SUBSIDIARIES
NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE 8 -- MINORITY INTERESTS

<TABLE>
<CAPTION>
<S> <C>
Minority interests at December 31, 1995 ......................... FF 13,393
Minority interest in net income of consolidated subsidiaries ... 8,250
Dividends paid to minority shareholders ......................... (9,823)
---------
Minority interests at December 31, 1996 ......................... FF 11,820
=========
Minority interest in net income of consolidated subsidiaries ... 265
Acquisition of minority interests by the Group................... (11,690)
---------
Minority interests at June 30, 1997 ............................. FF 395
=========
Minority interest in losses of consolidated subsidiaries ....... (1,325)
---------
Minority interests at September 30, 1997 ........................ FF (930)
=========
</TABLE>

At December 31, 1996, minority shareholders had a 24 % interest in SNC
Bolle, a Group consolidated subsidiary which form of incorporation provides
for an allocation of pre-tax income to minority shareholders in the period
earnings are generated. Minority interests in the statement of operations for
the year ended December 31, 1996 include FF 8,011 relating to SNC Bolle. This
amount is on a pre-tax basis as the related income tax is born directly by
the minority stockholders.

As described in Note 1, in connection with the acquisition of the Group by
Bolle Inc., Holding BF SA acquired the minority interests in SNC Bolle and
all of the outstanding stock of RM Plastiques Sarl, Bolle Protection Sarl and
Bolle Production Sarl prior to closing of the transaction. Accordingly, the
only remaining minority interests at June 30, 1997 and September 30, 1997
relate to Bolle Diffusion Sarl.

NOTE 9 -- COMMITMENTS AND CONTINGENCIES

The Group has various commitments to purchase materials and supplies as
part of the ordinary conduct of business. In the aggregate, such commitments
are not at prices in excess of current market.

The Group is also subject to various risks with respect to matters arising
from the normal course of business. Accordingly, the Group has recorded
incremental charges of FF 600 and FF 400 in connection with these matters
during during the six months and three months ended June 30, and September
30, 1997, respectively. Management believes that the probable resolution of
such contingencies will not materially affect the financial position or
results of operations of the Group.

F-35

<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is a list of the estimated expenses to be incurred by the
Company in connection with the distribution of the Bolle Common Stock being
registered hereby. Except for the Securities and Exchange Commission
Registration Fee and the Nasdaq National Market Listing Fee, all amounts are
estimates.

<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration Fee .... $ *
Nasdaq National Market Listing Fee ...................... *
Printing and Engraving Costs ............................ *
Accounting Fees and Expenses ............................ *
Legal Fees and Expenses (excluding Blue Sky) ........... *
Blue Sky Fees and Expenses .............................. *
Transfer Agent and Registrar Fees ....................... *
Miscellaneous ........................................... *
----------
$
Total ................................................. --
==========
</TABLE>

- ------------
* To be provided by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Certificate of Incorporation and Bylaws of the Company provide that
the Company shall indemnify each person who is or was a director or officer
of the Company to the fullest extent permitted under Section 145 of the DGCL.
Section 145 of the DGCL empowers a Delaware corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of such corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise. The Company shall indemnify
such person against expenses (including attorney's fees), judgments, fines
and amounts paid in settlements actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful, provided that, under the Company's Bylaws, any such
indemnification has been authorized by the Board of Directors or the
stockholders, as the case may be, upon a determination that indemnification
of the director, officer, employee or agent is proper in the circumstances
because the applicable standard of conduct has been met. In addition,
pursuant to its Bylaws, the Company shall, in advance of the final
disposition of any civil, criminal, administrative or investigative action,
suit or proceeding, pay the expenses (including attorney's fees) incurred by
any officer, director, employee or agent in defending such action, provided
that the director, officer, employee or agent undertakes to repay such amount
if it shall ultimately be determined that he is not entitled to be
indemnified by the Company.

Under Section 145 of the DGCL, a Delaware corporation may also indemnify
its directors, officers, employees and agents in an action by or in the right
of such corporation to procure a judgment in its favor under the same
conditions, except that no indemnification is permitted without a judicial
approval if the director, officer, employee or agent is adjudged to be liable
to the corporation. The indemnification provided is not deemed to be
exclusive of any other rights to which a director, officer, employee or agent
may be entitled under the corporation's bylaws, agreements, vote or
otherwise.

II-1
<PAGE>
Article Ninth of the Company's Certificate of Incorporation provides that
the personal liability of the directors of the Company is eliminated to the
fullest extent permitted by Section 102(b)(7) of the DGCL, as the same may be
amended and supplemented. As a result, a director of the Company will not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for a breach
of the director's duty of loyalty to the Company or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
DGCL, or (iv) for any transaction from which the director derived an improper
personal benefit.

While the Certificate of Incorporation provides directors with protection
from awards for monetary damages for breaches of their duty of care, it does
not eliminate such duty. Accordingly, the Certificate of Incorporation will
have no effect on the availability of equitable remedies such as an
injunction or rescission based on a director's breach of his or her duty of
care,

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

In the three years preceding the filing of this Registration Statement,
the Company has issued the following securities that were not registered
under the Securities Act:

On February 27, 1997 and July 9, 1997, the Company issued 100 and 1,800
shares of common stock, par value $.01 per share, respectively, to BEC
based upon an exemption from registration under Section 4(2) of the
Securities Act.

On July 9, 1997, the Company issued 10 shares of common stock, par value
$.01 per share, and 6,864 shares of Series A preferred stock, par value
$.01 per share, to each of Robert Bolle and Maurice Bolle as partial
consideration for the purchase of Bolle France based upon an exemption
from registration under Section 4(2) of the Securities Act. On July 9,
1997, the Company issued 20 shares of common stock, par value $.01 per
share, and 12,614 shares of Series A preferred stock, par value $.01 per
share, to each of Franck Bolle and Patricia Bolle Passaquay as partial
consideration for the purchase of Bolle France based upon an exemption
from registration under Section 4(2) of the Securities Act.

On July 9, 1997, the Company issued 20 shares of common stock, par value
$.01 per share, and 12,582 shares of Series A preferred stock, par value
$.01 per share, to each of Brigitte Bolle and Christelle Roche as partial
consideration for the purchase of Bolle France based upon an exemption
from registration under Section 4(2) of the Securities Act.

The total value of the common stock issued to BEC was $34,618,100. The
total value of the 100 shares of common stock issued to the above
individuals at the time of issuance was $1,822,000, and the total value of
the Series A preferred shares at the time of issuance was $11,055,000.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

<TABLE>
<CAPTION>
<S> <C>
(a) Exhibits:
*3.1 Amended and Restated Certificate of Incorporation
*3.2 Amended and Restated Bylaws
*4.1 Specimen of Stock Certificate
4.2 Amended and Restated Share Purchase Agreement dated July 9, 1997 among BEC Group, Inc.
("BEC"), Bolle Inc. (the "Company"), Robert Bolle, Maurice Bolle, Franck Bolle, Brigitte
Bolle, Patricia Bolle Passaquay and Christelle Roche Incorporated by reference to Exhibit 10.1
of BEC's Current Report on Form 8-K, dated July 10, 1997 (Commission File No. 1-14360).
*4.3 Warrant Agreement dated , 1997 between the Company, Maurice Bolle, Robert Bolle, Franck
Bolle, Patricia Bolle Passaquay, Brigitte Bolle and Christelle Roche.
*4.4 1997 Stock Incentive Plan

II-2
<PAGE>
*5.1 Opinion of Willkie Farr & Gallagher
+10.1 Employment Agreement and Memorandum of Understanding dated July 7, 1997 between the Company
and Gary Kiedaisch
*10.2 Employment Agreement dated July 9, 1997 between Societe Bolle SNC and Franck Bolle (original
and English translation)
*10.3 Employment Agreement dated July 9, 1997 between Societe Bolle SNC and Patricia Bolle Passaquay
(original and English translation)
+10.4 Agreement dated September 20, 1995 between the Company and Steve N. Haber
*10.5 Management Services Agreement between the Company and BEC
*10.6 Bill of Sale and Assignment Agreement dated as of October 1, 1997 between BEC and the Company
*10.7 Indemnification Agreement dated as of , 1997 by and among BEC, BILC Acquisition Corp. and
the Company
10.8 Loan Agreement by and among BEC (as assignee) and First Interstate Bank of Texas, N.A.,
relating to the real property located in Dallas, Texas. Incorporated by reference to Exhibit
10.24 to Benson Eyecare Corporation's Annual Report on Form 10-K for the year ended December
31, 1995 (Commission File No. 1-9435).
10.9 First Amendment to Loan Agreement (see Exhibit 10.8 above) and Other Loan Documents, dated May
3, 1996, by and among Foster Grant Group, L.P., BEC and First Interstate Bank of Texas, N.A.
Incorporated by reference to Exhibit 10.20 to BEC's Annual Report on Form 10-K for the year
ended December 31, 1996 (Commission File No. 1-14360).
10.10 Second Amendment to Loan Agreement (see Exhibit 10.8 above) and Other Loan Documents, dated
December 12, 1996, by and among Wells Fargo Bank (Texas), N.A. (as successor to First
Interstate Bank of Texas, N.A.), ORC Management Corporation, Foster Grant Group, L.P., and
BEC. Incorporated by reference to Exhibit 10.21 to BEC's Annual Report on Form 10-K for the
year ended December 31, 1996 (Commission File No. 1-14360).
10.11 Deed of Trust, Security Agreement and Financing Statement, dated March 31, 1995, relating to
mortgage of real property located in Dallas, Texas. Incorporated by reference to Exhibit 10.22
of BEC's Annual Report on Form 10-K for the year ended December 31, 1996 (Commission File No.
1-14360).
10.12 Agreement and Plan of Merger, dated as of July 26, 1995, among Benson Eyecare Corporation,
Benson Acquisition Corp., and Bolle America, Inc. Incorporated by reference to Exhibit 10.1 to
Benson Eyecare Corporation's Current Report on Form 8-K, dated August 3, 1995 (Commission File
No. 1-9435).
10.13 Agreement and Plan of Merger, dated as of February 11, 1996, between Essilor International,
S.A., Essilor of America, Inc., Essilor Acquisition Corporation, Benson Eyecare Corporation,
BEC and Omega Opco, Inc. Incorporated by reference to Exhibit 10.1 to BEC's Registration
Statement on Form S-1 (Registration No. 333-3186).
10.14 Indemnification Agreement, dated as of February 11, 1996, by and among Essilor International,
S.A., Essilor of America, Inc., Essilor Acquisition Corporation, Benson Eyecare Corporation,
and BEC. Incorporated by reference to Exhibit 10.3 to BEC's Registration Statement on Form S-1
(Registration No. 333-3186).
10.15 Asset Purchase Agreement, dated as of February 11, 1996, by and among Benson Eyecare
Corporation, BEC and Optical Radiation Corporation and Monsanto Company. Incorporated by
reference to Exhibit 10.2 to Benson Eyecare Corporation's Current Report on Form 8-K, dated
February 12, 1996.

II-3
<PAGE>
10.16 Stock Purchase Agreement, dated as of November 13, 1996, by and among BEC, Foster Grant Group,
L.P., Foster Grant Holdings, L.P. and Accessories Associates, Inc. Schedules and other
attachments to such agreement are not filed herewith, but will be provided supplementally to
the Commission upon request. Incorporated by reference to Exhibit 2.1 to BEC's Quarterly
Report on Form 10-Q/A for the period ended September 30, 1996.
10.17 Merger Agreement, dated as of June 30, 1994, among BEC (as assignee), Benson Acquisition
Company, Inc. and Optical Radiation Corporation. Incorporated by reference to Exhibit 99.1 to
Benson Eyecare Corporation's Current Report on Form 8-K, dated of event June 30, 1994
(Commission File No. 1-9435).
10.18 Amendment No. 1 to Merger Agreement, dated as of July 6, 1994, among BEC (as assignee), Benson
Acquisition Company, Inc. and Optical Radiation Corporation. Incorporated by reference to
Exhibit 99.2 to Benson Eyecare Corporations' Current Report on Form 8-K, date of event June
30, 1994 (Commission File No. 1-9435).
10.19 Amendment No. 2 to Merger Agreement, dated as of August 29, 1994, by and among BEC, Optical
Radiation Corporation and Benson Acquisition Corporation. Incorporated by reference to Annex E
to Benson Eyecare Corporation's Registration Statement on Form S-4, dated September 12, 1994
(Commission File No. 1-9435).
*10.20 Form of Indemnification Agreement between the Company and its officers and directors.
*21.1 List of the subsidiaries of the Company
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Befec - Price Waterhouse
+27 Financial Data Schedule
+99.1 Consent of David Moore
</TABLE>

- ------------
* To be filed by amendment.
+ Previously Filed.

The Company hereby agrees to furnish supplementally a copy of any omitted
schedules or exhibits to the above-described agreements to the Commission
upon request.

(b) Financial Statement Schedules:

All schedules have been omitted because they are not applicable or not
required or the required information is included in the financial statements
or notes thereto.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes that:

For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of Prospectus shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that item shall be
deemed to be the initial bona fide public offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions, described under Item 14 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rye, State of New
York, on November 28, 1997.

BOLLE INC.
By: *
--------------------------------
Martin E. Franklin
Title: Chairman of the Board

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE

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

<S> <C> <C>
* Chairman of the Board, Director November 28, 1997
----------------------------------
Martin E. Franklin

* Chief Executive Officer, Director November 28, 1997
----------------------------------
Gary Kiedaisch

/s/ Ian G.H. Ashken Executive Vice President of Finance and November 28, 1997
---------------------------------- Administration, Chief Financial Officer,
Ian G.H. Ashken Assistant Secretary and Director

* Director November 28, 1997
----------------------------------
Franck Bolle

* Director November 28, 1997
----------------------------------
Patricia Bolle Passaquay
</TABLE>

* /s/ Ian G.H. Ashken
- -------------------------
Ian G.H. Ashken as
Attorney-In-Fact

II-5
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE NO.
- ----------- ---------------------------------------------------------------------------------------------- ------------
<S> <C> <C>
*3.1 Amended and Restated Certificate of Incorporation
*3.2 Amended and Restated Bylaws
*4.1 Specimen of Stock Certificate
4.2 Amended and Restated Share Purchase Agreement dated July 9, 1997 among BEC Group, Inc.
("BEC"), Bolle Inc. (the "Company"), Robert Bolle, Maurice Bolle, Franck Bolle, Brigitte
Bolle, Patricia Bolle Passaquay and Christelle Roche. Incorporated by reference to Exhibit
10.1 of BEC's Current Report on Form 8-K, dated July 10, 1997 (Commission File No. 1-14360).
*4.3 Warrant Agreement dated , 1997 between the Company, Maurice Bolle, Robert Bolle, Franck
Bolle, Patricia Bolle Passaquay, Brigitte Bolle and Christelle Roche
*4.4 1997 Stock Incentive Plan
*5.1 Opinion of Willkie Farr & Gallagher
+10.1 Employment Agreement and Memorandum of Understanding dated July 7, 1997 between the Company
and Gary Kiedaisch
*10.2 Employment Agreement dated July 9, 1997 between Societe Bolle SNC and Franck Bolle (original
and English translation)
*10.3 Employment Agreement dated July 9, 1997 between Societe Bolle SNC and Patricia Bolle Passaquay
(original and English translation)
+10.4 Agreement dated September 20, 1995 between the Company and Steve N. Haber
*10.5 Management Services Agreement between the Company and BEC
*10.6 Bill of Sale and Assignment Agreement dated as of October 1, 1997 between BEC and the Company
*10.7 Indemnification Agreement dated as of , 1997 by and among BEC, BILC Acquisition Corp. and
the Company
10.8 Loan Agreement by and among BEC (as assignee) and First Interstate Bank of Texas, N.A.,
relating to the real property located in Dallas, Texas. Incorporated by reference to Exhibit
10.24 to Benson Eyecare Corporation's Annual Report on Form 10-K for the year ended December
31, 1995 (Commission File No. 1-9435).
10.9 First Amendment to Loan Agreement (see Exhibit 10.8 above) and Other Loan Documents, dated May
3, 1996, by and among Foster Grant Group, L.P., BEC and First Interstate Bank of Texas, N.A.
Incorporated by reference to Exhibit 10.20 to BEC's Annual Report on Form 10-K for the year
ended December 31, 1996 (Commission File No. 1-14360).
10.10 Second Amendment to Loan Agreement (see Exhibit 10.8 above) and Other Loan Documents, dated
December 12, 1996, by and among Wells Fargo Bank (Texas), N.A. (as successor to First
Interstate Bank of Texas, N.A.), ORC Management Corporation, Foster Grant Group, L.P., and
BEC. Incorporated by reference to Exhibit 10.21 to BEC's Annual Report on Form 10-K for the
year ended December 31, 1996 (Commission File No. 1-14360).
10.11 Deed of Trust, Security Agreement and Financing Statement, dated March 31, 1995, relating to
mortgage of real property located in Dallas, Texas. Incorporated by reference to Exhibit 10.22
of BEC's Annual Report on Form 10-K for the year ended December 31, 1996 (Commission File No.
1-14360).
<PAGE>
EXHIBIT DESCRIPTION PAGE NO.
- ----------- ---------------------------------------------------------------------------------------------- ------------
10.12 Agreement and Plan of Merger, dated as of July 26, 1995, among Benson Eyecare Corporation,
Benson Acquisition Corp., and Bolle America, Inc. Incorporated by reference to Exhibit 10.1 to
Benson Eyecare Corporation's Current Report on Form 8-K, dated August 3, 1995 (Commission File
No. 1-9435).
10.13 Agreement and Plan of Merger, dated as of February 11, 1996, between Essilor International,
S.A., Essilor of America, Inc., Essilor Acquisition Corporation, Benson Eyecare Corporation,
BEC and Omega Opco, Inc. Incorporated by reference to Exhibit 10.1 to BEC's Registration
Statement on Form S-1 (Registration No. 333-3186).
10.14 Indemnification Agreement, dated as of February 11, 1996, by and among Essilor International,
S.A., Essilor of America, Inc., Essilor Acquisition Corporation, Benson Eyecare Corporation,
and BEC. Incorporated by reference to Exhibit 10.3 to BEC's Registration Statement on Form S-1
(Registration No. 333-3186).
10.15 Asset Purchase Agreement, dated as of February 11, 1996, by and among Benson Eyecare
Corporation, BEC and Optical Radiation Corporation and Monsanto Company. Incorporated by
reference to Exhibit 10.2 to Benson Eyecare Corporation's Current Report on Form 8-K, dated
February 12, 1996.
10.16 Stock Purchase Agreement, dated as of November 13, 1996, by and among BEC, Foster Grant Group,
L.P., Foster Grant Holdings, L.P. and Accessories Associates, Inc. Schedules and other
attachments to such agreement are not filed herewith, but will be provided supplementally to
the Commission upon request. Incorporated by reference to Exhibit 2.1 to BEC's Quarterly
Report on Form 10-Q/A for the period ended September 30, 1996.
10.17 Merger Agreement, dated as of June 30, 1994, among BEC (as assignee), Benson Acquisition
Company, Inc. and Optical Radiation Corporation. Incorporated by reference to Exhibit 99.1 to
Benson Eyecare Corporation's Current Report on Form 8-K, dated of event June 30, 1994
(Commission File No. 1-9435).
10.18 Amendment No. 1 to Merger Agreement, dated as of July 6, 1994, among BEC (as assignee), Benson
Acquisition Company, Inc. and Optical Radiation Corporation. Incorporated by reference to
Exhibit 99.2 to Benson Eyecare Corporations' Current Report on Form 8-K, date of event June
30, 1994 (Commission File No. 1-9435).
10.19 Amendment No. 2 to Merger Agreement, dated as of August 29, 1994, by and among BEC, Optical
Radiation Corporation and Benson Acquisition Corporation. Incorporated by reference to Annex E
to Benson Eyecare Corporation's Registration Statement on Form S-4, dated September 12, 1994
(Commission File No. 1-9435).
*21.1 List of the subsidiaries of the Company
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Befec - Price Waterhouse
+27 Financial Data Schedule
+99.1 Consent of David Moore
</TABLE>

- ------------
* To be filed by amendment.
+ Previously Filed.

<PAGE>

THE BOARD OF DIRECTORS
BOLLE AMERICA, INC.:

We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the prospectus.

/s/ KPMG Peat Marwick LLP
---------------------
KPMG Peat Marwick LLP

Denver, Colorado
November 14, 1997

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of
this Registration Statement on Amendment No. 1 to Form S-1 of our report dated
March 10, 1997 relating to the financial statements of Bolle Inc., which
appears in such Prospectus. We also consent to the reference to us under the
heading "Experts" in such Prospectus.

/s/ Price Waterhouse LLP
- ------------------------

PRICE WATERHOUSE LLP

Dallas, Texas
November 26, 1997

<PAGE>

November 26, 1997

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of
this Registration Statement on Amendment No. 1 to Form S-1 of our report
dated November 26, 1997 relating to the financial statements of Holding BF,
S.A. which appears in such Prospectus. We also consent to the reference to us
under the heading "Experts" in such Prospectus.

Befec - Price Waterhouse
Lyon, France

/s/ Olivier Auscher
- ------------------------
Olivier Auscher