BOLLE INC, 8-K, 1999-08-11

BOLLE INC
8-K, 1999-08-11
OPHTHALMIC GOODS

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 9, 1999

(Exact name of registrant as specified in charter)

Delaware 000-23899 13-0853260
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

555 THEODORE FREMD AVENUE, SUITE B 302
RYE, NEW YORK 10580
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (914) 967-9475

<PAGE>

ITEM 5. OTHER EVENTS

On August 9, 1999, Bolle Inc. (the "Company") issued the press release
attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

99.1 Press Release issued by Bolle Inc., dated August 9, 1999.

99.2 Registration statement filed by Bolle Inc. on Form S-1 on August 9,
1999, and subject to completion.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

BOLLE INC.

/s/ Ian G. H. Ashken
--------------------------------------------
Name: Ian G. H. Ashken
Title: Vice Chairman, Secretary and Director

August 9, 1999

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EXHIBIT INDEX

Exhibit
- -------
99.1 Press Release of the Company, dated August 9, 1999.

99.2 Registration Statement of the Company, Filed August 9, 1999, and
subject to completion.

<PAGE>

Exhibit 99.1

FOR: Bolle Inc.

APPROVED BY: Gary Kiedaisch
Chief Executive Officer
303-327-2200

FOR IMMEDIATE RELEASE CONTACT: Investor Relations:
Shannon Moody/Natasha Boyden
Press: Michael McMullan/Jamie Kohn
Morgen-Walke Associates
212-850-5600

BOLLE INC. FILES REGISTRATION STATEMENT WITH THE SECURITIES AND
EXCHANGE COMMISION FOR SHAREHOLDER RIGHTS OFFERING

DENVER, Colorado, (August 9, 1999) - Bolle Inc. (NASDAQ: BEYE) today
announced that it has filed a registration statement with the Securities and
Exchange Commission related to the distribution of rights to purchase Bolle
common stock to its stockholders. Bolle Inc. anticipates that the rights will be
issued to stockholders after effectiveness of the registration statement. The
record date for determining stockholders to receive rights and the price at
which the rights will be exercisable will be determined prior to effectiveness
of the registration statement. The rights shall be issued only by means of a
prospectus, and a registration statement for both the rights and the underlying
shares was filed with the Securities and Exchange Commission today.

Bolle Inc. (Nasdaq: BEYE), is a vertically integrated designer,
manufacturer and marketer of Bolle(Registered Trademark) branded eyewear,
including Bolle(Registered Trademark) premium sunglasses, goggles, and tactical
and safety eyewear. Bolle Inc. is also the exclusive North American distributor
of the Reusch line of winter gloves for sports. Visit the Company's website at
www.bolle.com.

Forward-looking statements (statements which are not historical facts)
in this release are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Bolle Inc.'s actual results could
differ materially from those expressed or indicated by forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, changes in fashion trends, risks relating to the retail
industry, use of contract manufacturing and foreign sourcing, import
restrictions, competition, seasonality and other factors. Investors are
cautioned that all forward-looking statements involve risks and uncertainties,
including those risks and uncertainties detailed in the Company's filings with
the Securities and Exchange Commission.

# # #

<PAGE>
Exhibit 99.2

Registration Statement on Form S-1
Filed on August 9, 1999, subject
to completion.

- --------------------------------------------------------------------------------
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1999

REGISTRATION NO. 333 -

SECURITIES AND EXCHANGE COMMISSION
-----------------------------
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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

BOLLE INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 3851 13-0853260
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. employer
Incorporation or organization) Classification Code Number) Identification number)
</TABLE>
-----------------------------
555 THEODORE FREMD AVENUE, SUITE B-302
RYE, NEW YORK 10580
(914) 967-9475

(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) 967-9475
(NAME, ADDRESS, INCLUDING ZIP CODE, AND
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

WITH A COPY TO:
WILLIAM J. GRANT, JR., ESQ.
WILLKIE FARR & GALLAGHER
787 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
(212) 728-8000
-----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable following the effective date of this Registration Statement and
the effective date of the Rights Offering described herein.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

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, other than securities offered only in connection with dividend or
interest reinvestment plans, 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 statement 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 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
<TABLE>
<CAPTION>
==============================================================================================================================
TITLE OF PROPOSED PROPOSED
EACH CLASS OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share ___ Shares $ ___ $10,170,611.75(1) $2,827.43
- ------------------------------------------------------------------------------------------------------------------------------
Rights to Purchase Shares of
Common Stock, $ .01 par value
per share ___ Rights -- -- --(2)
==============================================================================================================================
</TABLE>

(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933, as amended.

(2) Pursuant to Rule 457(g), no registration fee is payable with respect to
the Rights since the Rights are being registered in the same registration
statement as the securities to be offered pursuant thereto.

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 WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

2
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED AUGUST 6, 1999.

_________ SHARES

BOLLE INC.

COMMON STOCK

We are distributing to the holders of our common stock non-transferable
rights to purchase up to an aggregate of shares of our common stock at a cash
subscription price of $ per share. The total purchase price of shares offered in
this rights offering will be $ if the rights offering is fully subscribed. You
will not be entitled to receive any Rights unless you are a stockholder of
record as of the close of business on , 1999.

The Rights will expire if they are not exercised by 5:00 p.m., New York
City time, on , 1999, the expected expiration date of this rights offering. We,
in our sole discretion, may extend the period for exercising the Rights. Rights
which are not exercised by the expiration date of the rights offering will
expire and will have no value. You should carefully consider whether or not to
exercise your Rights before the expiration date.

We will only consummate this offering if at least ___% of the total
Rights distributed to our stockholders are exercised by the final expiration
date.

Our common stock is listed on the Nasdaq National Market under the
trading symbol "BEYE."

Estimated Expenses................ $ $ $
Net Proceeds to Bolle

AN INVESTMENT IN OUR COMMON STOCK IS VERY RISKY. YOU SHOULD CONSIDER
CAREFULLY THE RISK FACTORS BEGINNING ON PAGE ___ IN ITS PROSPECTUS BEFORE
EXERCISING YOUR RIGHTS.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

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

The date of this prospectus is , 1999

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TABLE OF CONTENTS

Page
----
WHERE YOU CAN FIND MORE INFORMATION........................................5

NO BOARD RECOMMENDATION....................................................6

QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING............................7

PROSPECTUS SUMMARY........................................................10

THE RIGHTS OFFERING.......................................................12

RISK FACTORS..............................................................18

THE RIGHTS OFFERING.......................................................27

USE OF PROCEEDS...........................................................37

PRICE RANGE OF COMMON STOCK...............................................37

DIVIDEND POLICY...........................................................38

SELECTED FINANCIAL DATA...................................................39

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS.................................................41

BUSINESS..................................................................48

MANAGEMENT................................................................67

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................75

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...............79

1999 EMPLOYEE STOCK PURCHASE PLAN.........................................80

DESCRIPTION OF CAPITAL STOCK..............................................84

PLAN OF DISTRIBUTION......................................................89

EXPERTS...................................................................89

LEGAL MATTERS.............................................................90

INDEBTEDNESS TO RELATED PARTIES...........................................24

CREDIT AGREEMENT..........................................................24

ZERO COUPON CONVERTIBLE SUBORDINATED NOTE.................................24

Index to Consolidated Financial Statements.............................. F-1

<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the Securities
and Exchange Commission for the stock we are offering by this prospectus. This
prospectus does not include all of the information contained in the registration
statement. You should refer to the registration statement and its exhibits for
additional information. Whenever we make reference in this prospectus to any of
our contracts, agreements or other documents, the references are not necessarily
complete and you should refer to the exhibits attached to the registration
statement for copies of the actual contract, agreement or other document. We are
also required to file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission.

You can read our Securities and Exchange Commission filings, including
the registration statement, over the Internet at the Securities and Exchange
Commission's Web site at http://www.sec.gov. You may also read and copy any
document we file with the Securities and Exchange Commission at its public
reference facilities at 450 Fifth Street, NW, Washington, DC 20549, 7 World
Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You may also obtain
copies of the documents at prescribed rates by writing to the Public Reference
Section of the Securities and Exchange Commission at 450 Fifth Street, NW,
Washington, DC 20549. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for further information on the operation of the public reference
facilities. Our Securities and Exchange Commission filings are also available at
the office of the Nasdaq National Market. For further information on obtaining
copies of our public filings at the Nasdaq National Market, you should call
(212) 656-5060.

5
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NO BOARD RECOMMENDATION

Our board of directors believes the rights offering is in the best
interests of Bolle. The rights offering will result in the reduction of
outstanding indebtedness and availability under our credit agreement with
NationsBank, National Association as Agent and, depending upon whether or not
the offering is well subscribed, may provide us with additional funds that may
be used to redeem our Series B preferred stock. Any funds available after any
such redemption of our Series B preferred stock will be available for general
corporate purposes.

Our board of directors is not making any recommendation to you as to
whether you should exercise your subscription privileges. Each of you must make
your own decision as to whether to exercise your subscription privileges. An
investment in shares of our common stock must be made according to your own
evaluation of your best interests.

No dealer, salesman or other person has been authorized by us to
provide you with any information other than the information contained in this
prospectus. You should rely only on the information provided in this document or
other information that we have referred you to. This prospectus and rights
offering do not constitute an offer to sell or solicitation to buy these
securities in any jurisdiction in which an offer or solicitation would be
lawful.

National City Bank, our subscription and information agent, has agreed
to provide services to us in connection with the rights offering. If you require
assistance, please contact our Subscription and Information Agent at
1-800-622-6752.

6
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QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING

Q. What is the rights offering?

A. The rights offering is a distribution of Rights on a pro rata basis to all
of our stockholders who hold shares of our common stock on , 1999, the
record date. "Pro rata" means in proportion to the number of shares of our
common stock which you and the other stockholders hold on the record date.
We are distributing one Right for every two shares of our common stock held
on the record date.

Q. What is a Right?

A. Each Right entitles its holder to purchase one share of our common stock at
a subscription price of $ per share. Each Right carries with it a basic
subscription privilege and an over-subscription privilege.

Q. How was the subscription price per share determined?

A. The subscription price was established based on __________________. The
average of the closing prices of our common stock on Nasdaq for the five
trading days immediately preceding __________, 1999 was slightly less than
$_______ per share.

Q. What is the basic subscription privilege?

A. The basic subscription privilege of each Right entitles you to purchase one
share at the subscription price.

Q. What is the over-subscription privilege?

A. The over-subscription privilege of each Right entitles you, if you fully
exercise your basic subscription privilege, to subscribe for additional
shares of our common stock at the same subscription price per share.

Q. What are the limitations of the over-subscription privilege?

A. We will be able to satisfy your exercise of the over-subscription privilege
only if other Rights holders do not fully exercise their basic subscription
privileges. If sufficient shares of our common stock are available, we will
honor the over-subscription requests in full. If over-subscription requests
exceed the number of shares which are available, we will allocate the
available shares pro rata among those Rights holders who over-subscribed.

Q. What should I do if I want to participate in the rights offering but my
shares are held in the name of my broker, custodian bank or other nominee?

7
<PAGE>

A. If you hold shares of our common stock through a broker, custodian bank or
other nominee, we will ask your broker, custodian bank or other nominee to
notify you of the rights offering. If you wish to exercise your Rights, you
will need to have your broker, custodian bank or other nominee act for you.
To indicate your decision, you should complete and return to your broker,
custodian bank or other nominee the form entitled "Beneficial Owner
Election Form." You should receive this form from custodian bank or other
nominee with the other rights offering materials.

Q. Will I be charged a sales commission or a fee if I exercise my Rights?

A. No. We will not charge a brokerage commission or a fee to Rights holders
for exercising their Rights. However, if you exercise your Rights through a
broker or nominee, you will be responsible for any fees charged by your
broker or nominee.

Q. Are there any conditions to my right to exercise my Rights?

A. Yes. Your right to exercise you Rights is subject to the exercise of at
least __% of the total Rights distributed to our stockholders (including
Rights exercised pursuant to the over-subscription privilege), as well as
certain other conditions, all as described under "The Rights
Offering--Conditions to the Rights Offering."

Q. May I transfer my Rights if I do not want to purchase any shares?

A. No. Only you may exercise the basic subscription privilege and/or the
oversubscription privilege. You may not assign or transfer the basic
subscription privilege or the oversubscription privilege.

Q. Am I required to subscribe in the rights offering?

A. No.

Q. If I exercise Rights in the rights offering, my I cancel or change my
decision?

A. No. Once you have exercised your subscription privileges your exercise may
not be revoked.

Q. If the rights offering is not completed, will my subscription payment be
refunded to me?

A. Yes. The Subscription and Information Agent will hold all funds it receives
in escrow until completion of the rights offering. If the rights offering
is not completed, the Subscription and Information Agent will return
promptly, without interest, all subscription payments.

Q. What should I do if I have any questions?

8
<PAGE>

A. If you have questions or need assistance, please contact the Subscription
and Information Agent at:

Banks and brokerage firms please call .

For a more complete description of the rights offering, see "The Rights
Offering" beginning on page ______.

9
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PROSPECTUS SUMMARY

You should read the entire prospectus, including the financial data and
related notes, before making an investment decision. The terms "Bolle," "our"
and "we" as used in this prospectus refer to Bolle Inc. and its consolidated
subsidiaries, unless we indicate otherwise or the context otherwise requires.
The term "Bolle France" refers to Holdings BF, S.A., a subsidiary of Bolle, and
its subsidiaries. The term "Bolle America" refers to Bolle America, Inc., which
is also a subsidiary of Bolle. "Bolle Australia" refers to Bolle Australia Pty
Ltd., which is also a subsidiary of Bolle, and its subsidiaries. Our fiscal year
ends on December 31 and any references to a fiscal year refer to the calendar
year in which it ended (for example, "fiscal 1999" refers to the 12 months ended
December 31, 1999).

THE COMPANY

Bolle designs, manufactures and markets premium sunglasses, sport
shields, goggles and safety and tactical eyewear under the Bolle(R) brand. Our
products enjoy worldwide recognition and a high quality image in the sport and
active lifestyle markets. We are particularly well-recognized in the skiing,
golf, tennis and cycling markets, though we also have a presence in the larger,
fashion driven recreational sunglass market. Our safety and tactical business
accounts for approximately half of our aggregate unit sales and serves the
specialty segment of the safety eyewear market, including laser protection
products and military applications.

Since our formation, we have been developing and executing a unified
marketing strategy targeted at promoting Bolle's competitive advantages. We
believe that these advantages include:

o our strong brand name

o our production and marketing capabilities

o specialized product offerings

o our integrated design

o superior technology

o a well-established network of international distributor in over 40
countries

o a one-hundred-year long heritage of producing quality products

In recent years, the retail sunglass market has experienced the
emergence of a specific premium market, reflected by increased sales of
higher-priced and higher-quality products. We compete in this premium market.
Based on available industry data, we believe that sales of premium sunglasses
grew from $825 million in 1989 to $1.7 billion in 1998. Factors contributing to
this growth include:

o advancements in product technology;

o growing demand for specialized sunglasses;

o increased health concerns; and

o greater fashion and image consciousness;

10
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all of which encourage consumers to purchase multiple pairs of sunglasses.

We also compete in the special purpose safety and tactical eyewear
market. Factors which may contribute to the future growth of this market
include:

o increasing regulation of safety eyewear;

o new special purpose applications;

o advancements in product technology; and

o growing demand for more style-oriented safety and tactical eyewear products.

We believe that both our sunglass and safety and tactical eyewear
products, with their user-specific characteristics and proven reputation for
style and high performance, reflect consumer preferences in their respective
markets.

Our marketing initiatives are designed to promote a consistent brand
image. We also sponsor a number of world-class internationally known athletes
who wear Bolle(Registered Trademark) products, such as Martina Hingis, Jacque
Villeneuve, Picabo Street and Steve Jones, as well as over 1,000 grass-roots
athletes.

We plan to continue emphasizing the technological, stylistic and
performance characteristics of our products by focusing on products made for
specific sports. We also intend to continue to expand our marketing and sales
efforts through our relationship with Sunglass Hut, which has prime store
locations, cooperative marketing and chain-wide distribution capabilities.

Bolle was organized on February 3, 1997 to effect the July 1997
acquisition of Bolle France by Bolle's then parent company, Lumen Technologies,
Inc. Our principal subsidiaries are Bolle France, Bolle America and Bolle
Australia. We also control several other entities which hold exclusive
Bolle(Registered Trademark) brand distribution rights in other key markets
throughout the world.

On March 11, 1998, Lumen distributed its equity interest in Bolle to
Lumen's then-current stockholders. The shares distributed in this spinoff were
registered with the Securities and Exchange Commission and are listed on Nasdaq
under the symbol "BEYE."

Bolle is incorporated in Delaware. Its principal executive offices are
located at 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580, and its
telephone number is (914) 967-9475.

11
<PAGE>

THE RIGHTS OFFERING

Rights................................ We will distribute to each stockholder
of record on ______________, 1999, at no
charge, one non-transferable
subscription Right for every two shares
of our common stock then owned. Because
we will not issue fractional Rights, we
will round up to the nearest whole
number the number of Rights we
distribute to each stockholder. For
example, if you own 101 shares of our
common stock, you will receive 51 Rights
instead of 50 Rights. The Rights will be
evidenced by a non-transferable
Rights certificate.

Basic subscription privilege.......... Each Right will entitle the holder to
purchase one share of our common stock
for $___, the per share subscription
price.

Over-subscription privilege........... Each Rights holder who elects to
exercise the basic subscription
privilege in full may also subscribe for
additional shares at the same
subscription price per share. If an
insufficient number of shares is
available to fully satisfy the
over-subscription privilege requests,
the available shares will be distributed
pro rata among Rights holders who
exercised their over-subscription
privilege based on the number of shares
each Rights holder subscribed for un
Subscription and Information Agent will
return any excess payments by mail
without interest or deduction promptly
after the expiration of the rights
offering.

Conditions to the rights offering..... We will only consummate the rights
offering if at least ___% of the total
Rights distributed to our stockholders
are exercised prior to the expiration
date. In addition, we may also terminate
the rights offering if at any time
before completion of the rights offering
the offering is deemed illegal or is
otherwise restricted by law. However, we
may waive any of these conditions and
choose to proceed with the rights
offering even if one or more of these
events occur.

Subscription price.................... $___ per share

Record date........................... ________, 1999.

Expiration date....................... The Rights will expire, if not
exercised, at 5:00 p.m., New York City
time, on 1999, unless we decide to

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extend the rights offering until some
later time.

Rights are non-transferable........... The Rights will be evidenced by
non-transferable Rights certificates.
Only you may exercise your Rights. You
may not assign or transfer your Rights.

Procedure for exercising Rights....... You may exercise your Rights by properly
completing and signing your Rights
certificate. You must deliver your
Rights certificate with full payment of
the subscription price to the
Subscription and Information Agent on or
prior to the expiration date. If you use
the mail, we recommend that you use
insured, registered mail, return receipt
requested. If you cannot deliver your
Rights certificate to the Subscription
and Information Agent on time, you may
under "The Rights Offering--Guaranteed
Delivery Procedures" beginning on page
__.

Once you have exercised the basic
subscription privilege or
over-subscription privilege your
exercise may not be revoked. Rights not
exercised prior to the expiration of the
rights offering will lose their value.

How Rights holders can exercise
Rights through others................. If you hold shares of our common stock
through a broker, custodian bank or
other nominee, we will ask your broker,
custodian bank or other nominee to
notify you of the rights offering. If
you wish to exercise your Rights, you
will need to have your broker, custodian
bank or other nominee act for you. To
indicate your decision, you should
complete and return to your broker,
custodian bank or other nominee the form
entitled "Beneficial owner Election Form
custodian bank or other nominee with the
other rights offering materials.

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<PAGE>

How foreign stockholders and
stockholders with APO or FPO
addresses can exercise Rights......... The Subscription and Information Agent
will mail Rights certificates to you if
you are a stockholder whose address is
outside the United States or if you have
an Army Post Office or a Fleet Post
Office address. To exercise your Rights,
you must notify the Subscription and
Information Agent on or prior to 11:00
a.m., New York City time, on ______,
1999, and take all other steps which are
necessary to exercise your Rights, on or
prior to the date on which these
procedures prior to the expiration of
the rights offering, your Rights will
expire.

Certain United States federal income
tax consequences...................... For United States federal income tax
purposes, the receipt of Rights in the
rights offering and the exercise of the
Rights will not cause you to recognize
taxable income, gain, or loss.

Issuance of our common stock.......... We will issue certificates representing
shares purchased in the rights offering
as soon as practicable after the
expiration of the rights offering.

No recommendation to rights holders... We are not making any recommendations as
to whether or not you should subscribe
for shares of our common stock. You
should decide whether to subscribe for
shares based upon your own assessment of
your best interests.

Nasdaq listing of our common stock.... Our common stock is traded on the Nasdaq
National Market under the symbol "BEYE."
On , 1999, the last trading day prior to
our public announcement of the rights
offering, the closing price of our
common stock on Nasdaq was $___ per
share. On ______, 1999, the last trading
day before the date of this prospectus,
the closing price of our common stock on
Nasdaq was $___ per share.

Nasdaq symbol for our common stock.... "BEYE"

Use of proceeds....................... If at least ___% of the Rights
distributed to stockholders are
exercised, the gross proceeds from the
rights offering will be $___ million.
Under the terms of our NationsBank
credit agreement, we are required to use
up to $_______ million of the net
proceeds to repay

14
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borrowings under the credit agreement.
Any proceeds not used for this repayment
will first be used to redeem our Series
B preferred stock, to the extent allowed
under the NationsBank credit redemption
of our Series B Preferred Stock will be
available for general corporate
purposes.

Subscription and Information Agent.... National City Bank shall be the
Subscription and Information Agent. For
additional information concerning the
Rights and our common stock, see "The
Rights Offering" and "Description of Our
Capital Stock" below.

Risk factors.......................... An investment in the shares of our
common stock is very risky. You should
carefully consider the information set
forth under "Risk Factors" beginning on
page __ and all of the information in
this prospectus before deciding to
exercise your Rights.

15
<PAGE>

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

The following selected historical financial data have been derived from
audited and unaudited historical financial statements and should be read in
conjunction with our consolidated financial statements included herein. Our
results at June 30, 1999 do not necessarily indicate our expected results for
1999.

Bolle was formed in 1997 to complete Lumen's acquisition of Bolle
France and therefore has only one full year of historical activity or financial
statements. Bolle America was purchased by Lumen in November 1995 in a pooling
of interests transaction. In conjunction with the purchase of Bolle France,
Bolle America became a subsidiary of Bolle. Accordingly, for accounting purposes
only, Bolle America is treated as the acquirer of Bolle France and therefore the
predecessor business for historical financial statement purposes.
<TABLE>
<CAPTION>

Net sales $31,416 $24,476 $52,551 $32,160 $24,425 $24,829 $23,094
Cost of sales 13,756 11,218 26,304 15,354 12,130 12,181 10,814
-------------- ------------- ----------- ------------ ----------- ---------- ------------
Gross profit 17,660 13,258 26,247 16,806 12,295 12,648 12,280
Selling, general and
administrative expenses
(including advertising and
sponsoring expenses) 16,187 12,416 32,852 16,342 11,374 10,275 8,871
Merger and acquisition
integration related expenses 3,750 3,050
Interest expense (income) 811 794 1,555 963 (256) (302) 316
Write down of intangible assets 28,186
Other expense (income) (1,000) (919) (1,284) (693) (450) 48 (104)
-------------- ------------- ----------- ------------ ----------- ---------- ------------
Income (loss) before income
taxes and minority interests 1,662 967 (35,062) (3,556) 1,627 (423) 3,197
Provision for (benefit from)
income taxes 647 368 (2,141) 1,099 635 364 1,260
-------------- ------------- ----------- ------------ ----------- ---------- ------------
Income (loss) before minority
interest 1,015 599 (32,921) (4,655) 992 (787) 1,937
Minority interests (6) 10 70
-------------- ------------- ----------- ------------ ----------- ---------- ------------
Net income (loss) 1,021 589 (32,921) (4,655) 992 (787) 1,937
Preferred dividends (383) (170) (598)
-------------- ------------- ----------- ------------ ----------- ---------- ------------
Net income (loss) attributable
to common stock $ 638 $419 $(33,589) $(4,655) $992 $(787) $1,937
============== ============= =========== ============ =========== ========== ============
Basic and diluted EPS (7) $0.09 $.06 $(4.98) $(0.72)
Basic weighted average
shares outstanding 6,895 6,583 6,893 6,469
French Franc per US Dollar
exchange rate (8) 6.0313 6.0113 5.8969 5.9843
Australian Dollar per U.S.
Dollar exchange rate (9) 1.5535 1.5848 1.5891

16
<PAGE>

AS OF JUNE 30, AS OF DECEMBER 31,
-------------------------- -------------------------------------------------------------------
1999 1998 1998(1) 1997(2)(6) 1996(3) 1995(4) 1994(5)
------------- -------------- ------------- ------------ ------------- ------------ -------------
(UNAUDITED)

Working capital (deficiency) $3,451 $9,736 $ 3,979 $(21,736) $8,535 $11,395 $12,781
Total assets 75,835 113,585 82,246 93,897 15,624 16,309 17,549
Long term debt 2,511 6,677 3,407 57
Convertible debt 7,000 7,000 7,000
Mandatorily redeemable
preferred stock 21,103 20,850 20,724 11,055
Stockholders' equity 933 39,235 2,693 18,843 9,743 12,770 13,433
French Franc per US Dollar
exchange rate (8) 6.3365 6.0625 5.6233 5.9912
US Dollar per Australian Dollar
exchange rate (9) 1.4984 1.6679 1.6385
</TABLE>
- -----------

(1) As of April 1, 1998, we purchased 75% of Bolle Australia. Accordingly, the
results of operations for Bolle Australia are included in our historical
results from that date.

(2) On July 10, 1997, we 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.

(3) In 1996, we paid a dividend to Lumen (our then current stockholder) of
$4,019.

(4) In November 1995, Lumen acquired Bolle America in a transaction accounted
for as a pooling of interests. Accordingly, Bolle America is included in
all periods presented.

(5) In 1994, Bolle America paid a $50 dividend to its then current
shareholders.

(6) Despite the loss before tax of $3,556 we recorded a tax charge of $1,099
primarily due to the creation of a valuation allowance against the entire
net tax benefit arising from domestic operations, resulting in a net loss
of $4,655.

(7) Basic earnings per share is computed pursuant to SFAS No. 128 "Earnings Per
Share", by dividing net earnings or loss available to common stockholders
by the weighted average number of outstanding shares of common stock.
Diluted earnings per share includes weighted average common stock
equivalents outstanding during each year in the denominators, unless the
effect is antidilutive. Common stock equivalents consist of the dilutive
effect of common shares which may be issued upon exercise of stock options,
warrants or conversion of debt. Weighted average shares outstanding at
December 31, 1998 assumes the shares issued in connection with our spinoff
from Lumen were issued as of the beginning of the year. Weighted average
shares outstanding for 1997 assume the shares issued in connection with our
spinoff from Lumen were issued for the entire year.

(8) Represents the exchange rates used to translate the results of operations
and balance sheet amounts of Bolle France. The exchange rate shown for the
actual results of operations for the year ended December 31, 1997
represents the average exchange rate for the six months ended December 31,
1997 used to translate the results of operations of Bolle France included
in Bolle's actual results.

(9) Represents the exchange rates used to translate the results of operations
and balance sheet amounts of Bolle Australia. The exchange rate shown for
actual results of operations for the six months ended June 30, 1998
represents the average exchange rate for the three months ended June 30,
1998 used to translate the results of operations of Bolle Australia
included in Bolle's actual results.

17
<PAGE>

RISK FACTORS

You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not the
only ones facing our company. Our business, financial condition or results of
operations could be harmed by any of the following risks. The trading price of
our common stock could decline due to any of the following risks, and you might
lose all or part of your investment.

RISKS RELATED TO OUR BUSINESS

WE MAY BE UNABLE TO SUSTAIN AND MANAGE GROWTH. To sustain and manage
our growth effectively, we must continue to implement changes in various aspects
of our business at a rapid pace. We must also continuously develop new designs
and features, expand our information systems and operations, and train and
manage an increasing number of management-level and other employees. If we are
unable to manage these changes effectively, our operating results could suffer.

WE MAY INCUR EXPENSES TO ENSURE THAT ACQUIRED COMPANIES COMPLY WITH
APPLICABLE REGULATORY REQUIREMENTS. Prior to its acquisition by Lumen, Bolle
France was not in compliance with certain regulatory requirements. Approximately
$1,000,000 has been accrued on Bolle France's financial statements to cover
costs and expenses which we expect to incur in connection with this
reorganization. This financial exposure arises in connection with Bolle's
transition from a private company to a publicly-held company. The costs and
expenses incurred in bringing Bolle France or other future acquisitions into
compliance with applicable regulatory requirements may harm our business,
financial condition and results of operations.

WE DEPEND UPON NEW PRODUCT INTRODUCTIONS. Our success depends upon our
timely introduction of products which improve in performance or fashion upon
products available in the market. We may not be able to create innovative
products and designs which are also popular with customers. In particular, our
future success depends upon the following:

o our continued ability to develop and introduce innovative
products;

o customer demand for our products;

o our production capacity; and

o the availability of raw materials and critical manufacturing
equipment.

Unfavorable changes in these factors could result in cost increases
and/or delays or cancellation of new products or product lines, which may cause
our actual results to suffer. In addition, although we seek to protect our
products through patents and other proprietary rights, patent protection may not
prevent our competitors from offering similar products. As a result of these and
other industry factors, we may lose or be unable to increase our market share.

WE HAVE ASSUMED SOME OF LUMEN'S LIABILITIES. Under the terms of the
Contribution Agreement and the Indemnification Agreement we entered into with
Lumen in connection with

18
<PAGE>

our spinoff from Lumen, we assumed all of Lumen's liabilities prior to the
spinoff other than those related to Lumen's ORC Business. We have also agreed to
indemnify Lumen against all of Lumen's liabilities prior to the spinoff other
than those related to the ORC Business. Potential liabilities which we have
assumed and/or against which we will indemnify Lumen pursuant to the
Contribution Agreement include:

o potential liabilities arising in connection with the sale of
businesses previously owned by Lumen or its predecessor, Benson
Eyecare Corporation, including the merger of Essilor Acquisition
Corporation with and into Benson;

o the sale of the Foster Grant Group, L.P. by Lumen;

o the sale of the Orolite division to Monsanto Company;

o environmental liabilities of Lumen;

o certain environmental liabilities of Lumen;

o all obligations and liabilities of Lumen incurred by Lumen in
connection with Lumen's purchase of Bolle France; and

o the remainder of Lumen's liabilities and obligations to the
sellers of Bolle France.

If we are required to discharge liabilities pursuant to these arrangements, our
business could be harmed.

WE HAVE A LIMITED OPERATING HISTORY. Bolle was formed on February 3,
1997. The financial statements of Bolle include the results of its subsidiaries,
Bolle America, Bolle France and Bolle Australia, which were operated as separate
companies for many years. Bolle itself, as a consolidated entity, has a limited
operating history upon which you may evaluate its performance. This lack of
actual historical financial information may make it difficult for you to
evaluate our performance and your investment in the common stock.

WE MIGHT CONTINUE TO INCUR SIGNIFICANT LOSSES OR IMPAIRMENTS IN LONG
TERM ASSET VALUE. During the fourth quarter of 1998, we concluded that certain
financial and operational improvements that we anticipated at the time we
acquired Bolle France had not been achieved. After careful consideration of the
business and market conditions affecting Bolle France, we concluded that an
impairment to the value of these assets had occurred. As a result, we wrote down
$30.4 million of intangible assets, which were recorded upon the purchase of
Bolle France in July 1997. In the future, we may be unable to achieve
anticipated operational and financial improvements. Our business may again not
perform as expected, and future losses may be incurred.

WE ARE SUSCEPTIBLE TO CHANGING CONSUMER PREFERENCES. The sunglass
industry is subject to rapidly changing consumer preferences. Bolle's
sunglasses, particularly its recreational sunglasses, are susceptible to fashion
trends. Unanticipated shifts in consumer preferences may adversely affect our
sales, resulting in excess inventory and underutilized manufacturing capacity.

19
<PAGE>

We may not be able to address sufficiently unanticipated changes in consumer
preferences, which could cause our business to suffer.

WE FACE HIGHLY COMPETITIVE MARKETS. 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 Bolle, and certain of our competitors have significantly greater
brand awareness than Bolle in certain important markets.

Within various niches of the sports segment of the premium eyewear
market, we compete with mostly smaller sunglass and goggle companies and a
limited number of larger competitors. In order to retain our market share, we
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 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. We 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, our products.
These competitors include established branded consumer products companies that
have greater financial and other resources than Bolle. New developments by our
competitors may render some or all of our potential products obsolete or
non-competitive, which would harm our business.

We also compete 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 we do. This size advantage may enable these competitors to negotiate
exclusive supply contracts with certain retailers. In certain geographic
markets, such as the U.S., some of our competitors have achieved greater brand
awareness among consumers than we have.

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 we do. We may not be able
to compete successfully against current and future competitors and the
competitive pressures we face may harm our financial performance. We have
recently entered the safety eyewear business in the U.S. This endeavor may not
be successful, which would cause our business to suffer.

THERE ARE RISKS ASSOCIATED WITH OUR MARKETING STRATEGY. Although we
will seek to increase our visibility in the premium sunglass and sport eyewear
world markets through significantly increased and focused marketing campaigns,
our marketing strategy may be unsuccessful at channeling consumer preferences
toward our products. If this were to occur, we would incur substantial
additional costs, which could cause our business to suffer.

WE DEPEND UPON ENDORSEMENT CONTRACTS. As part of our marketing
strategy, we have retained a number of world-class athletes to promote our
products. We may be unable to attract

20
<PAGE>

and retain these and other athletes or personalities to wear or endorse our
products. If we were to lose the benefit of our existing endorsement
arrangements or were unable to arrange additional endorsements of our products
by athletes and/or public personalities on reasonable terms, we could be
required to modify our marketing plans. We could be forced to rely more heavily
on other forms of advertising and promotion which might be less effective than
endorsements.

WE HAVE FOREIGN CURRENCY EXPOSURE. A substantial amount of our sales
are currently invoiced in French Francs and Eurodollars, and we incur operating
expenses in France. In addition, we have intercompany and bank borrowings
denominated in French Francs. As a result, our operating results are affected by
currency fluctuation, particularly between the U.S. dollar and the French Franc
and the US dollar and the Eurodollar. Since 1996, the French Franc has been
extremely volatile. The Eurodollar has also been volatile since its adoption on
January 1, 1999. As our international operations grow, future movements of the
exchange rate of the U.S. Dollar against the French Franc, Eurodollar and other
currencies may cause our reported results to suffer.

THERE ARE RISKS RELATING TO OUR INTERNATIONAL SALES. Sales outside the
United States accounted for approximately 62% of our net sales for the year
ended December 31, 1998. We expect international sales to continue to account
for a significant portion of our sales; however, we may be unable to maintain or
increase our international sales. Our international business may be harmed by
changing economic conditions in foreign countries and fluctuations in currency
exchange rates. Our international sales are also subject to risks associated
with:

o tariff regulations;

o "local content" laws requiring that certain products contain a
specified minimum percentage of domestically-produced components;

o political and social instability;

o labor stoppages; and

o trade restrictions.

WE HAVE VARIABLE INTEREST RATE EXPOSURE. A substantial amount of our
indebtedness is incurred at a variable interest rate under the NationsBank
credit agreement. As a result, our operating results could suffer if interest
rates were to rise significantly above current levels. Implied interest expense
on our convertible notes recognized in Bolle's statement of operations will
fluctuate with the market value of the common stock.

WE RELY ON SUPPLIERS, SUBCONTRACTORS AND DISTRIBUTORS. We rely on a
variety of subcontractors in France for the supply of several components of our
products and part of our manufacturing process. Although to date we have not
experienced any significant difficulty in obtaining these components, shortages
could arise in the future. The effect on our business of the loss of those
sources or a disruption in their business will depend primarily upon the
availability of, and access to, suitable alternative sources. If we lose our
sources for lens blanks or metal

21
<PAGE>

frames, or suffer any disruption in those sources' business or if they fail to
meet our product needs on a timely basis, results of operations could suffer.
Precautions that we take may be inadequate, and we may not be able to obtain an
alternative source of supplies in a timely manner should it become necessary.

We rely for a significant part of our business on third parties to
ensure the worldwide marketing and distribution of Bolle(R) products. Although
to date we have not experienced any significant difficulty in the distribution
of our products, our independent distributors may not meet our sales
expectations. In addition, we might not be able to maintain or expand our
existing distribution network.

WE RELY ON A MANAGEMENT SERVICES AGREEMENT. Pursuant to a Management
Services Agreement with Marlin Holdings, Inc., we pay a $50,000 monthly fee to
certain executives of Marlin Holdings who provide Bolle with key management
services. The Management Services Agreement has an initial term of four years,
and will thereafter be automatically renewed for successive one-year periods
until terminated by either party upon ninety days' written notice. If Marlin
Holdings terminated the Management Services Agreement before or after its
initial term, the loss of the services provided to Bolle under the Management
Services Agreement could harm our business.

WE DEPEND ON KEY PERSONNEL. Our success depends, in substantial part,
on the efforts and abilities of Martin E. Franklin, Bolle's Chairman of the
Board, Gary Kiedaisch, Bolle's Chief Executive Officer, Ian G. H. Ashken,
Bolle's Vice Chairman and Secretary, and Thomas R. Reed, Bolle's Chief Financial
Officer. We do not have life insurance policies on our key personnel. The loss
of the service of any of these persons could harm our business.

WE MAY BE UNABLE TO FULLY UPGRADE OUR INFORMATION SYSTEMS BEFORE THE
YEAR 2000. We are in the process of upgrading our information systems to
adequately support the implementation of our worldwide marketing strategy. This
upgrading process will significantly affect many aspects of our business,
including our manufacturing, sales and marketing functions, as well as our
future growth. We could experience unanticipated delays in the upgrading of our
information systems, and the upgrading could significantly disrupt operations.
If we are not successful in upgrading our information systems, or if we fail to
train our personnel in their use in a timely manner, we could have problems with
the delivery of our products. In addition, our ability to access timely and
accurate financial and operating information could suffer.

WE MAY BE UNABLE TO PROTECT OUR PROPRIETARY RIGHTS. We rely in part on
patent, trade secret, unfair competition, trade dress, trademark and copyright
law to protect our rights to certain aspects of our products, including product
designs, proprietary manufacturing processes and technologies, product research
and concepts and recognized trademarks. However, pending trademark or patent
applications may not generate a registered trademark or patent, and any
trademark or patent that is granted may be ineffective in thwarting competition
and could be held invalid if subsequently challenged. In addition, the actions
we take to protect our proprietary rights may be inadequate to prevent imitation
of our products. Our proprietary information could become known to competitors,
and we may not be able to meaningfully protect our rights to unpatented
proprietary information. Furthermore, other companies may independently develop

22
<PAGE>

substantially equivalent or better products that do not infringe on our
intellectual property rights. Other companies could assert rights in, and
ownership of, our patents and other proprietary rights. Moreover, the laws of
certain foreign countries do not protect proprietary rights to the same extent
as the laws of the United States.

If the level of potentially infringing activities by others increases
substantially, we might have to significantly increase the resources we devote
to protecting our rights. Additionally, an adverse determination in any future
litigation could cause us to lose our rights to a particular patent, trademark,
copyright or trade secret, and could require us to grant licenses to third
parties. Further, an adverse litigation determination could prevent us from
manufacturing, selling or using certain aspects of our products or could subject
us to substantial liability. Any of these possibilities could have a material
adverse effect on our results of operations.

WE MAY BE SUBJECT TO PRODUCT LIABILITY CLAIMS. We may be subject to
product liability claims seeking damages for personal injuries allegedly
sustained as a result of defects in our products. A successful product liability
claim brought against us could harm our business. This risk is industry-wide,
but may be greater for us because of our focus on eyewear products used in
activities associated with greater physical risks. These include:

o activities requiring the use of safety eyewear;

o sports; and

o other activities involving special or extreme situations.

Although we have not been subject to a significant product liability
claim to date, the growth of our business in the United States (where litigation
is more prevalent) or elsewhere could result in greater exposure to litigation
risk.

THERE ARE SPECIFIC RISKS ASSOCIATED WITH OUR SAFETY AND TACTICAL
EYEWEAR BUSINESS. Sales of our safety eyewear products are subject to specific
risks, including:

o decreases in general employment levels of industrial workers;

o changes in safety regulations covering industrial workers and in
the level of enforcement of such regulations; and

o changes in regulations reducing the need for and the utility of
our products.

In addition, procurement contracts with the defense forces of various countries
make up a substantial portion of our sales of tactical eyewear products. These
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.

THE SEASONALITY OF OUR BUSINESS LEADS TO QUARTERLY FLUCTUATIONS OF
RESULTS. Our business is affected by seasonal consumer buying patterns.
Historically, our sales have generally been

23
<PAGE>

higher in the period from March to September than during the rest of the year.
Our quarterly results of operations have fluctuated and may continue to
fluctuate as a result of this pattern, as well as from the timing of the
introduction of new products, the mix of product sales and weather patterns.

RISKS RELATING TO OUR COMMON STOCK BEING OFFERED BY THIS PROSPECTUS

OUR COMMON STOCK HAS A LIMITED TRADING HISTORY, AND OUR STOCK PRICE
COULD BE EXTREMELY VOLATILE. Prior to our spinoff from Lumen on March 11, 1998,
there was no trading market for our common stock. The stock of new and
relatively small issuers in immature or developing markets is frequently subject
to sharp increases and decreases in market value. As a result, the trading
prices of our common stock could vary significantly over relatively short
periods of time. The market price of our 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 can adversely affect the market
price of our common stock. In addition, fluctuations in the market price of our
common stock will directly affect the interest expense related to the
convertible notes recorded in our statement of operations.

SHARES ELIGIBLE FOR PUBLIC SALE OR SALES BY SIGNIFICANT STOCKHOLDERS
AFTER THIS OFFERING COULD HURT OUR STOCK PRICE. Sales of a substantial number of
shares of our common stock in the public market or the prospect of those sales
could adversely affect prevailing market prices for our common stock. Of the
________ shares of our common stock outstanding on _________, 1999
after giving full effect to the rights offering, approximately _________ shares
are freely tradable without restriction or the requirement of future
registration under the Securities Act. All of the remaining _________ shares are
eligible for resale pursuant to Rule 144 under the Securities Act subject to
manner of sale, volume, notice and information requirements and applicable
contractual restrictions.

Following the expiration in July 2000 of certain contractual
restrictions on resale, all the shares of our common stock held by the sellers
of Bolle France, or approximately ______% of our common stock outstanding, may
legally be sold. Upon the redemption in full of all the outstanding shares of
our Series B preferred stock, all the shares of our common stock received by Mr.
Franklin pursuant to our spinoff from Lumen, or approximately __% of the total
number of shares of our common stock outstanding, will be eligible for sale by
Mr. Franklin in accordance with applicable law. The sellers of Bolle France or
Mr. Franklin may decide, based upon prevailing market conditions, to dispose of
all or a portion of their investment in Bolle after the expiration of applicable
restrictions. The future sale of a substantial number of shares of our common
stock could cause the market price of our common stock to decline.

We have registered up to 2,500,000 shares of common stock for issuance
upon exercise of options granted to our employees under the Bolle 1998 Stock
Incentive Plan. In addition, under the Warrant Agreement dated March 11, 1998
between Bolle and each of the sellers of Bolle France, 663,618 shares of common
stock issuable upon exercise of the Bolle warrants are subject

24
<PAGE>

to demand registration rights. We have agreed to register these shares for
resale under the Securities Act. We may issue options, warrants, and additional
stock to raise capital in the future. The exercise of any of these options and
warrants may cause the market value of our common stock to decline. The
existence of these options and warrants may adversely affect the terms on which
we can obtain additional equity financing. To the extent the exercise prices of
these options and warrants are less than the net tangible book value of our
common stock at the time these options are exercised, you will experience an
immediate dilution in the net tangible book value of your investment.

WE HAVE A RESTRICTED DIVIDEND POLICY. We do not currently intend to
declare or pay any dividends on our common stock. Under the terms of the
NationsBank credit agreement and our convertible notes, our ability to pay cash
dividends on our common stock is restricted. Any other bank revolving credit
facility or other indebtedness that we may incur in the future will likely
contain similar restrictions. Pursuant to the Indemnification Agreement with
Lumen, we are further restricted from paying dividends on shares of common stock
unless certain minimum net worth requirements are met until, at the latest, the
end of the year 2003. Furthermore, as long as shares of our Series B preferred
stock are outstanding, we may not, without the consent of the holders of at
least 90% of such shares, declare or pay a dividend or otherwise make a
distribution on any security issued by Bolle which is junior to the Series B
preferred stock with respect to dividends or upon liquidation, including the
Series A preferred stock.

CERTAIN PROVISIONS OF OUR INDEMNIFICATION AGREEMENT AND OF OUR CHARTER
MAY DETER POTENTIAL acquirors. Potential acquirors of Bolle may be deterred by
the following:

o Any future acquiror of Bolle, until as late as 2003, would likely
be forced to assume all of our obligations and restrictions under
the Indemnification Agreement with Lumen, including significant
restrictions on business combinations that we can enter into, and
the resulting entity would be required to have a consolidated
tangible net worth equal to or greater than that of Bolle prior
to the combination;

o any future acquiror would be required to redeem our Series B
preferred stock in full upon a change of control resulting in
Bolle's payment in full of all amounts due with respect to the
NationsBank credit agreement;

o We have in excess of 20,000,000 and 125,000 shares of authorized
and unissued common stock and preferred stock, respectively,
which could be issued to a third party selected by management or
used as the basis for a stockholders' rights plan; and

o the ability of our board of directors to establish the terms and
provisions of different series of preferred stock could
discourage unsolicited takeover bids from third parties.

THE MARKET PRICE OF OUR COMMON STOCK MAY BE BELOW THE SUBSCRIPTION
PRICE. A subscribing Rights holder may not be able to sell shares of common
stock purchased in the rights offering at a price equal to or greater than the
subscription price. The election of a Rights holder

25
<PAGE>

to exercise Rights in the rights offering is irrevocable. Moreover, until
certificates are delivered, subscribing Rights holders may not be able to sell
the common stock that they have purchased in the Rights offering. Certificates
representing shares of common stock purchased pursuant to the basic subscription
privilege will be delivered to subscribers as soon as practicable after the
expiration date of the rights offering. Certificates representing shares of
common stock purchased pursuant to the oversubscription privilege will be
delivered to subscribers as soon as practicable after the expiration date and
after all prorations have been effected. No interest will be paid to Rights
holders on funds delivered to the Subscription and Information Agent pursuant to
the exercise of Rights pending delivery of shares of common stock acquired upon
exercise of Rights.

IF YOU DO NOT EXERCISE YOUR RIGHTS, YOUR OWNERSHIP INTEREST MAY BE
DILUTED. If you do not exercise all of your Rights, you may suffer significant
dilution of your percentage ownership in Bolle relative to shareholders who
exercise their Rights. Immediately after the rights offering, the net tangible
book value per share of common stock will significantly decrease. The chart
below illustrates the potential dilution that could result immediately after the
closing of the rights offering if a shareholder who owns 100,000 shares of
common stock fails to exercise its Rights, and other shareholders purchase all
_____ remaining shares of common stock sold in the rights offering.

<TABLE>
<CAPTION>
After the rights After the rights
offering assuming offering assuming
shareholder shareholder
Before the exercises exercises no
rights offering all rights rights
--------------- ---------------- ----------------
<S> <C> <C> <C>
Shares owned by Shareholder 100,000 150,000 100,000
Total Number of Common Shares
Outstanding 6,895,329 10,342,994 10,342,994
Shareholder's Percentage Ownership 1.45% 1.45% 0.96%
</TABLE>

Assuming all of the Rights are exercised and based on 6,895,329 shares
of common stock outstanding on ___, the consummation of the Rights offering
would result in an increase of approximately 3,447,665 shares of common stock.

26
<PAGE>

THE RIGHTS OFFERING

THE RIGHTS

We will distribute to each holder of our common stock who is a record
holder of our common stock on the record date, which is 5:00 p.m., New York City
time, on ____ 1999, at no charge, one non-transferable subscription Right for
every two shares of our common stock such holder owns. We will round up, to the
nearest whole number, the number of Rights we distribute to each stockholder.
The Rights will be evidenced by non-transferable Rights certificates. Each Right
will allow you to purchase one additional share of our common stock at a price
of $____ . If you elect to exercise your basic subscription privilege in full,
you may also subscribe, at the subscription price, for additional shares of our
common stock under your over-subscription privilege, if there are enough shares
available.

NO FRACTIONAL RIGHTS

We will not issue fractional Rights, but rather will round up any
fractional Rights to the nearest whole number. For example, if you own 101
shares of our common stock, you will receive 51 Rights, instead of the 50 Rights
you would have received without rounding.

You may request that the Subscription and Information Agent divide your
Rights certificate into parts, for instance, if you are the record holder for a
number of beneficial holders of our common stock. However, the Subscription and
Information Agent will not divide your Rights certificate so that you would
receive any fractional Rights.

EXPIRATION OF THE RIGHTS OFFERING

You may exercise your subscription privilege at any time before 5:00
p.m., New York City time, on _____ 1999, the expiration date for the rights
offering. We may, in our sole discretion, extend the time for exercising the
Rights. If you do not exercise your Rights before the expiration date, your
unexercised Rights will be null and void. We will not be obligated to honor your
exercise of Rights if the Subscription and Information Agent receives the
documents relating to your exercise after the rights offering expires,
regardless of when you transmitted the documents, except when you have timely
transmitted the documents under the guaranteed delivery procedures described
below. We may extend the expiration date by giving oral or written notice to the
Subscription and Information Agent on or before the scheduled expiration date.
If we elect to extend the expiration of the rights offering, we will issue a
press release announcing the extension no later than 9:00 a.m., New York City
time, on the next business day after the most recently announced expiration
date.

SUBSCRIPTION PRIVILEGES

Your Rights entitle you to the basic subscription privilege and the
oversubscription privilege.

BASIC SUBSCRIPTION PRIVILEGE. With your basic subscription privilege,
you may purchase one share of our common stock per Right, upon delivery of the
required documents and payment

27
<PAGE>

of the subscription price of $___ per share. You are not required to exercise
all of your Rights unless you wish to purchase shares under your
over-subscription privilege. We will deliver to you certificates representing
the shares which you purchased with your basic subscription privilege as soon as
practicable after the rights offering has expired.

FULL EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE. You may exercise your
over-subscription privilege only if you exercise your basic subscription
privilege in full. To determine if you have fully exercised your basic
subscription privilege, we will consider only the basic subscription privileges
held by you in the same capacity. For example, suppose that you were granted
Rights for shares of our common stock which you own individually and shares of
our common stock which you own collectively with your spouse. If you wish to
exercise your over-subscription privilege with respect to the Rights you own
individually, but not with respect to the Rights you own collectively with your
spouse, you only need to fully exercise your basic subscription privilege with
respect to your individually owned Rights. You do not have to subscribe for any
shares under the basic subscription privilege owned collectively with your
spouse to exercise your individual over-subscription privilege.

When you complete the portion of your Rights certificate to exercise
your over-subscription privilege, you will be representing and certifying that
you have fully exercised your subscription privileges as to shares of our common
stock which you hold in that capacity. You must exercise your over-subscription
privilege at the same time you exercise your basic subscription privilege in
full.

If you own shares of our common stock through your bank, broker or
other nominee holder who will exercise your subscription privilege on your
behalf, the bank, broker or other nominee holder will be required to certify to
us and the Subscription and Information Agent the following information:

o the number of shares held on your behalf on the record date;

o the number of Rights exercised under your basic subscription
privilege;

o that your basic subscription privilege held in the same capacity
has been exercised in full; and

o the number of shares subscribed for under your over-subscription
privilege.

Your bank, broker or other nominee holder may also disclose to us other
information received from you.

OVER-SUBSCRIPTION PRIVILEGE. In addition to your basic subscription
privilege, you may subscribe for additional shares of our common stock, upon
delivery of the required documents and payment of the subscription price of
$____ per share, before the expiration of the rights offering. You may only
exercise your over-subscription privilege if you exercised your basic
subscription privilege in full and other holders of Rights do not exercise their
basic subscription privileges in full.

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<PAGE>

PRO RATA ALLOCATION. If there are not enough shares to satisfy all
subscriptions made under the over-subscription privilege, we will allocate the
remaining shares pro rata, after eliminating all fractional shares, among those
over-subscribing Rights holders. "Pro rata" means in proportion to the number of
shares of our common stock which you and the other Rights holders have purchased
by exercising your basic subscription privileges. If there is a pro rata
distribution of the remaining shares and you receive a pro rata allocation of a
greater number of shares than you subscribed for under your over-subscription
privilege, then we will allocate to you only the number of shares for which you
subscribed. We will allocate the remaining shares among all other holders
exercising their over-subscription privileges.

RETURN OF EXCESS PAYMENT. If you exercised your over-subscription
privilege and are allocated less than all of the shares for which you wished to
subscribe, your excess payment for shares that were not allocated to you will be
returned by mail without interest or deduction as soon as practicable after the
expiration date. We will deliver to you certificates representing the shares
which you purchased as soon as practicable after the expiration date and after
all pro rata allocations and adjustments have been completed.

CONDITIONS TO THE RIGHTS OFFERING

We will only consummate the rights offering if at least ___% of the
total Rights distributed to our stockholders (including Rights excerised
pursuant to the over-subscription privilege) are exercised prior to the
expiration of the rights offering (as extended, if applicable). In addition, we
may also terminate the rights offering if at any time before completion of the
rights offering if there is any judgment, order, decree, injunction, statute,
law or regulation entered, enacted, amended or held to be applicable to the
rights offering that in the sole judgment of our board of directors would or
might make the rights offering or its completion illegal or otherwise restrict
or prohibit completion of the rights offering. We may waive any of these
conditions and choose to proceed with the rights offering even if one or more of
these events occur. If we terminate the rights offering, all rights will expire
without value and all subscription payments received by the Subscription and
Information Agent will be returned promptly, without interest.

OTHER MATTERS

We are not making this rights offering in any state or other
jurisdiction in which it is unlawful to do so, nor are we selling or accepting
any offers to purchase any shares of our common stock from Rights holders who
are residents of those states or other jurisdictions. We may delay the
commencement of the rights offering in those states or other jurisdictions, or
change the terms of the rights offering in order to comply with the securities
law requirements of those states or other jurisdictions. We may decline to make
modifications to the terms of the rights offering requested by those states or
other jurisdictions, in which case, if you are a resident in those states or
jurisdictions you will not be eligible to participate in the rights offering.

29
<PAGE>

METHOD OF SUBSCRIPTION--EXERCISE OF RIGHTS

You may exercise your Rights by delivering the following to the
Subscription and Information Agent, at or prior to 5:00 p.m., New York City
time, on ___ 1999, the date on which the Rights expire:

o Your properly completed and executed Rights certificate with any
required signature guarantees or other supplemental
documentation; and

o Your full subscription price payment for each share subscribed
for under your subscription privileges.

METHOD OF PAYMENT

Your payment of the subscription price must be made in U.S.
dollars for the full number of shares of common stock you are
subscribing for by either:

o Check or bank draft drawn upon a U.S. bank or postal, telegraphic
or express money order payable to the Subscription and
Information Agent; or

o Wire transfer of immediately available funds, to the subscription
account maintained by the Subscription and Information Agent at
______ ABA No. _____ further credit to ______ Attention: ______

RECEIPT OF PAYMENT

Your payment will be considered received by the Subscription and
Information Agent only upon:

o Clearance of any uncertified check;

o Receipt by the Subscription and Information Agent of any
certified check or bank draft drawn upon a U.S. bank or of any
postal, telegraphic or express money order; or

o Receipt of collected funds in the subscription account designated
above.

CLEARANCE OF UNCERTIFIED CHECKS

If you are paying by uncertified personal check, please note that
uncertified checks may take at least five (5) business days to clear. If you
wish to pay the subscription price by uncertified personal check, we urge you to
make payment sufficiently in advance of the time the rights offering expires to
ensure that your payment is received and clears by that time. We urge you to
consider using a certified or cashier's check, money order or wire transfer of
funds to avoid missing the opportunity to exercise your Rights.

30
<PAGE>

DELIVERY OF SUBSCRIPTION MATERIALS AND PAYMENT

You should deliver your Rights certificate and payment of the
subscription price or, if applicable, notice of guaranteed delivery, to the
Subscription and Information Agent by one of the methods described below:

If by mail to:

If by hand delivery or by overnight courier to:

You may call the Subscription and Information Agent at 1-800-622-6752.

Your delivery to an address other than the address set forth above will
not constitute valid delivery.

CALCULATION OF RIGHTS EXERCISED

If you do not indicate the number of Rights being exercised, or do not
forward full payment of the total subscription price payment for the number of
Rights that you indicate are being exercised, then you will be deemed to have
exercised your basic subscription privilege with respect to the maximum number
of Rights that may be exercised with the aggregate subscription price payment
you delivered to the Subscription and Information Agent. If your aggregate
subscription price payment is greater than the amount you owe for your
subscription, you will be deemed to have exercised your over-subscription
privilege to purchase the maximum number of shares with your overpayment. If we
do not apply your full subscription price payment to your purchase of shares of
our common stock, we will return the excess amount to you by mail without
interest or deduction as soon as practicable after the expiration date of the
rights offering.

EXERCISING A PORTION OF YOUR RIGHTS

If you subscribe for fewer than all of the shares of our common stock
represented by your Rights certificate, you may receive from the Subscription
and Information Agent a new Rights certificate representing your unused Rights.

YOUR FUNDS WILL BE HELD BY THE SUBSCRIPTION AND INFORMATION AGENT UNTIL SHARES
OF COMMON STOCK ARE ISSUED

The Subscription and Information Agent will hold your payment of the
subscription price payment in a segregated account with other payments received
from other Rights holders until we issue your shares to you.

SIGNATURE GUARANTEE MAY BE REQUIRED

Your signature on each Rights certificate must be guaranteed by an
eligible institution such as a member firm of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc., or
from a commercial bank or trust company having an

31
<PAGE>

office or correspondent in the United States, subject to standards and
procedures adopted by the Subscription and Information Agent, unless:

o Your Rights certificate provides that shares are to be delivered
to you as record holder of those Rights; or

o You are an eligible institution.

NOTICE TO BENEFICIAL HOLDERS

If you are a broker, a trustee or a depository for securities who holds
shares of our common stock for the account of others on _____ 1999, the record
date for the rights offering, you should notify the respective beneficial owners
of such shares of the rights offering as soon as possible to find out their
intentions with respect to exercising their Rights. You should obtain
instructions from the beneficial owner with respect to the Rights, as set forth
in the instructions we have provided to you for your distribution to beneficial
owners. If the beneficial owner so instructs, you should complete the
appropriate Rights certificates and submit them to the Subscription and
Information Agent with the proper payment. If you hold shares of our common
stock for the account(s) of more than one beneficial owner, you may exercise the
number of Rights to which all such beneficial owners in the aggregate otherwise
would have been entitled had they been direct record holders of our common stock
on the record date for the rights offering, provided that you, as a nominee
record holder, make a proper showing to the Subscription and Information Agent
by submitting the form entitled "Nominee Holder Certification" which we will
provide to you with your rights offering materials.

BENEFICIAL OWNERS

If you are a beneficial owner of shares of our common stock or will
receive your Rights through a broker, custodian bank or other nominee, we will
ask your broker, custodian bank or other nominee to notify you of this rights
offering. If you wish to exercise your Rights, you will need to have your
broker, custodian bank or other nominee act for you. If you hold certificates of
our common stock directly and would prefer to have your broker, custodian bank
or other nominee exercise all or part of your Rights for you, you should contact
your nominee and request it to effect the transactions for you. To indicate your
decision with respect to your Rights, you should complete and return to your
broker, custodian bank or other nominee the form entitled "Beneficial Owners
Election Form." You should receive this form from your broker, custodian bank or
other nominee with the other rights offering materials. If you wish to obtain a
separate Rights certificate, you should contact the nominee as soon as possible
and request that a separate Rights certificate be issued to you.

INSTRUCTIONS FOR COMPLETING YOUR RIGHTS CERTIFICATE

You should read and follow the instructions accompanying the Rights
certificates carefully.

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<PAGE>

If you want to exercise your Rights, you should send your Rights
certificates with your subscription price payment to the Subscription and
Information Agent. Do not send your Rights certificates and subscription price
payment to us.

You are responsible for the method of delivery of your Rights
certificates with your subscription price payment to the Subscription and
Information Agent. If you send your Rights certificates and subscription price
payment by mail, we recommend that you send them by registered mail, properly
insured, with return receipt requested. You should allow a sufficient number of
days to ensure delivery to the Subscription and Information Agent prior to the
time the rights offering expires. Because uncertified personal checks may take
at least five (5) business days to clear, you are strongly urged to pay, or
arrange for payment, by means of certified or cashier's check, money order or
wire transfer of funds.

DETERMINATIONS REGARDING THE EXERCISE OF YOUR RIGHTS

We will decide all questions concerning the timeliness, validity, form
and eligibility of your exercise of your Rights and our determinations will be
final and binding. We, in our sole discretion, may waive any defect or
irregularity, or permit a defect or irregularity to be corrected within such
time as we may determine. We may reject the exercise of any of your Rights
because of any defect or irregularity. We will not receive or accept any
subscription until all irregularities have been waived by us or cured by you
within such time as we decide, in our sole discretion.

Neither we nor the Subscription and Information Agent will be under any
duty to notify you of any defect or irregularity in connection with your
submission of Rights certificates and we will not be liable for failure to
notify you of any defect or irregularity. We reserve the right to reject your
exercise of Rights if your exercise is not in accordance with the terms of the
rights offering or in proper form. We will also not accept your exercise of
Rights if our issuance of shares of our common stock to you could be deemed
unlawful under applicable law or is materially burdensome to us.

GUARANTEED DELIVERY PROCEDURES

If you wish to exercise Rights, but you do not have sufficient time to
deliver the Rights certificate evidencing your Rights to the Subscription and
Information Agent on or before the time your Rights expire, you may exercise
your Rights by the following guaranteed delivery procedures:

o Deliver your subscription price payment in full for each share
you subscribed for under your subscription privileges in the
manner set forth above in "--Method of Payment" on page ___ to
the Subscription and Information Agent on or prior to the
expiration date;

o Deliver the form entitled "Notice of Guaranteed Delivery",
substantially in the form provided with the "Instructions as to
Use of Bolle Rights Certificates" distributed with your Rights
certificates at or prior to the expiration date; and

33
<PAGE>

o Deliver the properly completed Rights certificate evidencing your
Rights being exercised and the related nominee holder
certification, if applicable, with any required signatures
guaranteed, to the Subscription and Information Agent within
three (3) business days following the date of your Notice of
Guaranteed Delivery.

Your Notice of Guaranteed Delivery must be delivered in substantially
the same form provided with the Instructions as to the Use of Bolle Rights
Certificates, which will be distributed to you with your Rights certificate.
Your Notice of Guaranteed Delivery must come from an eligible institution, or
other eligible guarantee institutions which are members of, or participants in,
a signature guarantee program acceptable to the Subscription and Information
Agent.

In your Notice of Guaranteed Delivery, you must state:

o Your name;

o The number of Rights represented by your Rights certificates, the
number of shares of our common stock you are subscribing for
under your basic subscription privilege and the number of shares
of our common stock you are subscribing for under your
over-subscription privilege, if any; and

o Your guarantee that you will deliver to the Subscription and
Information Agent any Rights certificates evidencing the Rights
you are exercising within three (3) business days following the
date the Subscription and Information Agent receives your Notice
of Guaranteed Delivery.

You may deliver your Notice of Guaranteed Delivery to the Subscription
and Information Agent in the same manner as your Rights certificates at the
address set forth above under "--Delivery of Subscription Materials and Payment"
on page ______. You may alternatively transmit your Notice of Guaranteed
Delivery to the Subscription and Information Agent by facsimile transmission
(Telecopy No.: ________ or ______). To confirm facsimile deliveries, you may
call ___________.

The Subscription and Information Agent will send you additional copies
of the form of Notice of Guaranteed Delivery if you need them. Please call
__________ to request any copies of the form of Notice of Guaranteed Delivery.
Banks and brokerage firms please call ________ to request any copies of the form
of Notice of Guaranteed Delivery.

NON-TRANSFERABILIY OF RIGHTS

Only you may exercise the Basic Subscription Rights and/or the
Oversubscription Rights. You may not assign or transfer the Basic Subscription
Rights or the Oversubscription Rights.

QUESTIONS ABOUT EXERCISING RIGHTS

If you have any questions or require assistance regarding the method of
exercising your Rights or requests for additional copies of this prospectus, the
Instructions as to the Use of Bolle Rights Certificates or the Notice of
Guaranteed Delivery, you should contact the Subscription and

34
<PAGE>

Information Agent at the address and telephone number set forth above under
"--Delivery of Subscription Materials and Payment" on page ___.

SUBSCRIPTION AND INFORMATION AGENT

We have appointed _________ to act as Subscription and Information
Agent for the rights offering. We will pay all fees and expenses of the
Subscription and Information Agent related to the rights offering and have also
agreed to indemnify the Subscription and Information Agent from liabilities
which it may incur in connection with the rights offering.

NO REVOCATION

Once you have exercised your subscription privileges, you may not
revoke your exercise. Rights not exercised prior to the expiration date of the
rights offering will expire.

SUBSCRIPTION PRICE

The subscription price is $____ per share. For more information with
respect to how the subscription price was determined, see "Questions and Answers
About the Rights Offering" and "Risk Factors" included elsewhere in this
prospectus.

EXTENSIONS AND TERMINATION

We may extend the rights offering and the period for exercising your
Rights, in our sole discretion. In addition, we may terminate the rights
offering at any time prior to the time the rights offering expires.

NO BOARD RECOMMENDATION

An investment in shares of our common stock must be made according to
each investor's evaluation of its own best interests. Our board of directors
makes no recommendation to Rights holders regarding whether they should exercise
their rights.

FOREIGN AND OTHER STOCKHOLDERS

Rights certificates will be mailed to Rights holders whose addresses
are outside the United States or who have an APO or FPO address. To exercise
such Rights, you must notify the Subscription and Information Agent, and take
all other steps which are necessary to exercise your Rights on or prior to the
expiration date of the rights offering. If the procedures set forth in the
preceding sentence are not followed prior to the expiration date, your Rights
will expire.

FEDERAL INCOME TAX CONSEQUENCES

The following summary briefly describes certain federal income tax
consequences of the rights offering. This summary is based upon laws,
regulations, rulings, and decisions now in effect, all of which are subject to
change. This summary does not discuss all aspects of federal income taxation
that may be relevant to you, particularly if you are a type of investor that is

35
<PAGE>

subject to special treatment under the federal income tax laws (such as life
insurance companies and foreign taxpayers), and does not discuss any aspect of
state, local or foreign tax laws.

The distribution of Rights should not result in taxable income or gain
to you for federal income tax purposes. However, no ruling has been or will be
requested from the Internal Revenue Service and no assurances can be given that
the Internal Revenue Service will agree with our position that the distribution
should not result in taxable income or gain to you.

You will have a zero basis in the Rights, except that a portion of your
basis in our common stock will be allocated to the Rights (based on relative
fair market values of the common stock and the Rights at the time of the
distribution) if (i) you exercise the Rights and (ii) either (A) you elect to
make such an allocation or (B) at the time of the distribution the fair market
value of the Rights that you receive equals or exceeds 15% of the fair market
value the common stock in our company that you hold.

Upon exercise of the Rights, you will not recognize income, gain, or
loss. The basis of common stock acquired upon such exercise will equal the sum
of the price paid for such shares and your basis, if any, in the Rights
exercised. The holding period for common stock acquired upon exercise of the
Rights will begin on the date of exercise.

If you allow the Rights distributed to you to lapse, you will not
recognize any gain or loss, and no adjustment will be made in your basis of the
common stock of our Company that you own.

THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY. BECAUSE
THE TAX CONSEQUENCES OF THE RECEIPT, EXERCISE, OR EXPIRATION OF RIGHTS OR THE
SALE OF SHARES ACQUIRED PURSUANT TO THE EXERCISE OF RIGHTS MAY VARY, WE
ENCOURAGE YOU TO CONSULT YOUR OWN PERSONAL TAX ADVISOR WITH RESPECT TO THE TAX
CONSEQUENCES OF THIS OFFERING, INCLUDING THE APPLICATION AND EFFECT OF STATE AND
LOCAL INCOME AND OTHER TAX LAWS.

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<PAGE>

USE OF PROCEEDS

We will only consummate this rights offering if at least ____% of the
Rights distributed to stockholders are exercised. If ____% of the Rights are
exercised, the gross proceeds from this rights offering will be $__ million. The
proceeds available to us, after payment of approximately $____ of fees and
expenses incurred in connection with this rights offering, will be approximately
$_____. We intend to use such net proceeds to repay up to $____ of the total
amount outstanding under our NationsBank credit agreement (approximately $18
million as of August 5, 1999). This credit agreement provides for a $10 million
term loan denominated in French Francs, payments due quarterly over five years,
and a revolving line of credit of $16.4 million, including a letter of credit
sub-facility of $5 million due March 11, 2001. The interest rate applicable to
the facilities is equal to either the Base Rate, the Eurodollar Rate, or the
French Franc LIBOR Rate (each as defined in the NationsBank credit agreement),
as we may from time to time elect. The Base Rate is generally equal to the sum
of (a) the greater of (i) the prime rate as announced from time to time by
NationsBank or (ii) the Federal Funds Rate plus one-half percent (0.5%) and (b)
a margin ranging form 0% to 1% depending on our satisfaction of certain
financial criteria. The Eurodollar Rate is generally equal to the interbank
offered rate, as adjusted, to give effect to reserve requirements, plus a margin
ranging from 1% to 3%, depending upon our satisfaction of certain financial
criteria. The terms of the Credit Agreement require us to maintain certain
financial ratios. For the year ended December 31, 1998, the average interest
rate on the credit agreement was 6.4%. For the six months ended June 30, 1999,
the average interest rate on the credit agreement was 6.5%. See
"Business--Credit Agreement." Any proceeds not used for this repayment will
first be used to redeem our Series B preferred stock, to the extent allowed
under the NationsBank credit agreement. See "Description of Capital
Stock--Series B Preferred Stock." We expect to use any remaining net proceeds
for general corporate purposes. Our receipt and use of the net proceeds of this
rights offering as described above will also allow us to comply with the
quantitative maintenance criteria for listing on the Nasdaq National Market

PRICE RANGE OF COMMON STOCK

The common stock has been quoted on Nasdaq under the symbol "BEYE"
since March 12, 1998. The following table reflects the high and low sales prices
per share of the common stock as reported by Nasdaq.

HIGH LOW
---- ---
1998
First quarter (from March 12, 1998).................... $8 1/4 $6 7/16
Second quarter......................................... $7 $4 7/8
Third quarter.......................................... $5 5/16 $3 5/8
Fourth quarter......................................... $4 1/8 $1 3/4

1999
First quarter.......................................... $3 3/8 $1 15/16
Second quarter......................................... $3 1/16 $2 1/4
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<PAGE>

On _______, 1999, the last reported sales price of the common stock
reported on Nasdaq was $_____ per share. As of ________, 1999, there were
approximately ___ holders of record of common stock.

DIVIDEND POLICY

We have not declared or paid any cash dividends on our common stock,
although Bolle America, our predecessor for accounting purposes, declared and
paid dividends in 1994 and 1996. See "Summary Historical Consolidated Financial
and Operating Data," "Selected Financial Data" and the respective notes thereto.
We intend to retain future earnings, if any, to finance the development and
expansion of our businesses and, therefore, we do not anticipate declaring or
paying any dividends on our common stock in the foreseeable future. The payment
of cash dividends in the future will depend on our earnings, financial
condition, capital needs and other factors deemed relevant by the 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 agreement or other indebtedness. The
NationsBank credit agreement and our convertible notes restrict our ability to
pay cash dividends on shares of common stock. In addition, we expect that any
other bank revolving credit facility or indebtedness, if any, that we may incur
would contain similar restrictions. Pursuant to the Indemnification Agreement
with Lumen, we are further restricted from paying dividends on shares of common
stock, unless certain minimum net worth requirements are met, until at the
latest the end of the year 2003. Furthermore, as long as shares of the Series B
preferred stock are outstanding, we may not, without the consent of the holders
of at least 90% of such shares, declare or pay a dividend or otherwise make a
distribution on any security issued by Bolle which is junior to the Series B
preferred stock with respect to dividends or upon liquidation, including the
Series A preferred stock.

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<PAGE>

SELECTED FINANCIAL DATA

(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31,
-------------------------- ----------------------------------------------------------------------
1999 1998 1998(1) 1997(2)(6) 1996(3) 1995(4) 1994(5)
------------- ------------ --------------- ------------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA: (UNAUDITED)
Net sales $31,416 $24,476 $52,551 $32,160 $24,425 $24,829 $23,094
Cost of sales 13,756 11,218 26,304 15,354 12,130 12,181 10,814
------------- -------------- ------------- ------------ ------------- ------------ -------------
Gross profit 17,660 13,258 26,247 16,806 12,295 12,648 12,280
Selling, general and
administrative expenses
(including advertising and
sponsoring expenses) 16,187 12,416 32,852 16,342 11,374 10,275 8,871
Merger and acquisition
integration related expenses 3,750 3,050
Interest expense (income) 811 794 1,555 963 (256) (302) 316
Write down of intangible assets 28,186
Other expense (income) (1,000) (919) (1,284) (693) (450) 48 (104)
------------- -------------- ------------- ------------ ------------- ------------ -------------
Income (loss) before income
taxes and minority interests 1,662 967 (35,062) (3,556) 1,627 (423) 3,197
Provision for (benefit from)
income taxes 647 368 (2,141) 1,099 635 364 1,260
------------- -------------- ------------- ------------ ------------- ------------ -------------
Income (loss) before
minority interests 1,015 599 (32,921) (4,655) 992 (787) 1,937
Minority interests (6) 10 70
------------- -------------- ------------- ------------ ------------- ------------ -------------
Net income (loss) 1,021 589 (32,921) (4,655) 992 (787) 1,937
Preferred dividends (383) (170) (598)
------------- -------------- ------------- ------------ ------------- ------------ -------------
Net income (loss)
attributable to common stock $ 638 $419 $(33,589) $(4,655) $992 $(787) $1,937
============= ============== ============= ============ ============= ============ =============
Basic and diluted EPS (7) $0.09 $.06 $(4.98) $(0.72)
Basic weighted average shares
outstanding 6,895 6,583 6,893 6,469
French Franc per US Dollar
exchange rate (8) 6.0313 6.0113 5.8969 5.9843
Australian Dollar per U.S.
Dollar exchange rate (9) 1.5535 1.5848 1.5891

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<PAGE>

AS OF JUNE 30, AS OF DECEMBER 31,
-------------------------- -------------------------------------------------------------------
1999 1998 1998(1) 1997(2)(6) 1996(3) 1995(4) 1994(5)
------------- -------------- ------------ ------------ ------------- ------------ -------------
(UNAUDITED)

Working capital (deficiency) $3,451 $9,736 $ 3,979 $(21,736) $8,535 $11,395 $12,781
Total assets 75,835 113,585 82,246 93,897 15,624 16,309 17,549
Long term debt 2,511 6,677 3,407 57
Convertible debt 7,000 7,000 7,000
Mandatorily redeemable
preferred stock 21,103 20,850 20,724 11,055
Stockholders' equity 933 39,235 2,693 18,843 9,743 12,770 13,433
French Franc per US Dollar
exchange rate (8) 6.3365 6.0625 5.6233 5.9912
US Dollar per Australian
Dollar exchange rate (9) 1.4984 1.6679 1.6385
</TABLE>
- -----------

(1) As of April 1, 1998, we purchased 75% of Bolle Australia. Accordingly, the
results of operations for Bolle Australia are included in our historical
results from that date.

(3) In 1996, we paid a dividend to Lumen (our then current stockholder) of
$4,019.

(4) In November 1995, Lumen acquired Bolle America in a transaction accounted
for as a pooling of interests. Accordingly, Bolle America is included in
all periods presented.

(5) In 1994, Bolle America paid a $50 dividend to its then current
shareholders.

(9) Represents the exchange rates used to translate the results of operations
and balance sheet amounts of Bolle Australia. The exchange rate shown for
actual results of operations for the six months ended June 30, 1998
represents the average exchange rate for the three months ended March 31,
1998 used to translate the results of operations of Bolle Australia
included in Bolle's actual results.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

General

Bolle was organized on February 3, 1997 in connection with the July
1997 acquisition of Bolle France, the company that owned Bolle(R)'s design and
manufacturing operations and certain distribution interests, including the
worldwide rights to the Bolle(R) brand. Bolle's principal subsidiaries are Bolle
America, Bolle France and Bolle Australia. Lumen acquired Bolle America in
November 1995 and contributed Bolle America to Bolle in July 1997. Prior to
being acquired by Lumen, Bolle America was a public company. Bolle became a
stand-alone publicly-held company on March 11, 1998, as a result of the spinoff
by Lumen to its stockholders of all of its equity interest in Bolle.

Bolle acquired Bolle Australia as of April 1, 1998. Accordingly, only
nine months of its results are included in Bolle's consolidated results of
operations for the year ended December 31, 1998. As Bolle France was acquired by
Bolle on July 10, 1997, only six months of results of operations of Bolle France
are included in the results of operations for the year ended December 31, 1997.
For the year ended December 31, 1996, only the results of Bolle America with
certain Lumen corporate allocations are included in Bolle's results of
operations.

We implemented a global brand management and marketing program in 1998,
resulting in increased operating expenses in 1998. We cannot assure you that
such increased expenses will result in increased sales or profitability in the
future.

During the fourth quarter of 1998, we concluded that certain
significant operations and financial improvements that were anticipated and
planned at the time Bolle acquired Bolle France had not been achieved, and we
could not predict that such operational improvements would be achieved in the
future. As a result, we wrote down $30.4 million of intangible assets which were
recorded upon the purchase of Bolle France in July 1997. This write down to the
estimated fair market value was the result of our assessment that an impairment
had occurred to the value of these assets and careful consideration of the
business and market conditions affecting Bolle France. Factors that affected the
impairment of the carrying value of Bolle France's intangible assets included:

o since its acquisition, Bolle France has consistently failed to
meet initial projections and subsequent financial forecasts,
including our financial expectations at the date of acquisition,
and Bolle France's sales have declined by approximately 10% from
the date of acquisition through the year ended December 31, 1998;

o our results have been more significantly impacted by the
competitive market conditions in the premium sunglass industry
than we anticipated at the time of acquisition;

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o the evolution of Bolle France from a build-to-order, family-owned
enterprise to a fully integrated manufacturer supplying sister
companies on a timely basis has been more difficult than
originally envisioned;

o we have had difficulties capitalizing on the design expertise and
knowledge base in France in order to create successful,
technologically advanced, yet cost-effective worldwide
collections for each season;

o our manufacture of safety eyewear has not grown as anticipated
primarily due to failed attempts at achieving significant United
States distribution; and

o we have had difficulties realizing the synergies of vertical
integration and streamlining our brand image due to the
fragmented brand strategies and independent distributor cultures
that existed prior to Bolle's purchase of Bolle France. The
benefits of vertical integration have not had a significant
impact on our operating results, and we cannot predict if such
synergies will favorably impact our operations in the future.

These conditions led to operating results and forecasted future results
that were substantially less than we had anticipated at the time of Bolle's
acquisition of Bolle France. We have revised our projections and have determined
that our projected results would not fully support the future amortization of
our goodwill and trademark balances. In accordance with Bolle's policy, we
assessed the recoverability of goodwill and trademark using an undiscounted cash
flow projection based on the remaining amortization period. Based on this
projection, we determined that impairment existed at Bolle France. We then
estimated the fair value of this asset at December 31, 1998, which resulted in
the write down of the goodwill attributable to Bolle France by $24.1 million and
a write-down of $6.3 million relating to the Bolle trademark. These write downs,
net of the associated release of $2.2 million of deferred tax liability,
resulted in a charge of $28.2 million.

SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998

Net sales increased to $31.4 million for the six months ended June 30,
1999 from $24.5 million for the six months ended June 30, 1998, an increase of
$6.9 million, or 28.4%. This increase was primarily the result of strong sales
of our Action Sport, Snakes, and Metals collections. In addition, the results
for the period ending June 30, 1998 include our Australian, Canadian, and United
Kingdom operations since their acquisition effective April 1, 1998. Due to
seasonality, Australia contributes less to sales during the first and second
quarters.

Gross profit increased to $17.7 million, or 56.2% of net sales, for the
six months ended June 30, 1999 from $13.3 million, or 54.2% of net sales, for
the six months ended June 30, 1998, an increase of $4.4 million, or 33.2%. Gross
profit as a percentage of net sales increased primarily due to a higher
proportion of company-owned distributor sales, as well as a change in the sales
mix to higher margin product.

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Sales and marketing expenses increased to $7.3 million, or 23.1% of net
sales, for the six months ended June 30, 1999 from $5.6 million, or 23.0% of net
sales for the six months ended June 30, 1998, an increase of $1.7 million, or
28.8%. The increase in sales and marketing expenses was the result of the
addition of the our Australian, Canadian, and United Kingdom acquisitions and
related increases in selling expenses.

General and administrative expenses increased to $7.7 million, or 24.6%
of net sales, for the six months ended June 30, 1999 from $5.3 million, or 21.5%
of net sales for the six months ended June 30, 1998, an increase of $2.4
million, or 46.5%. The increase in general and administrative expenses was the
result of the addition of our Australian, Canadian, and United Kingdom
acquisitions, as well as increased personnel costs and related expenses,
primarily in Europe.

Depreciation and amortization expense decreased to $1.2 million for the
six months ended June 30, 1999 from $1.5 million for the six months ended June
30, 1998, a decrease of $0.3 million, or 20.2%. The decrease in depreciation and
amortization expense is attributable to the write-down of certain intangible
assets in the fourth quarter of 1998.

Interest expense remained relatively constant at $0.8 million for the
six months ended June 30, 1999 and $0.8 million for the six months ended June
30, 1998. Interest expense relates primarily to our bank indebtedness.

Other income increased to $1.0 million for the six months ended June
30, 1999 from $0.9 million for the six months ended June 30, 1998, a decrease of
$0.1 million, or 8.8%. Other income consists primarily of foreign exchange gains
realized as the French Franc exchange rate weakened against the U.S. Dollar.
Additionally, other income in 1998 included equity income from our investment in
Eyecare Products, plc., which was sold in the first quarter of this year.

Our effective tax rate for the first half of 1999 was 39%. For the
first half of 1998, the effective tax rate was 38%.

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

Net sales of $52.6 million for the year ended December 31, 1998
represented an increase of $20.4 million from $32.2 million in 1997. The
addition of Bolle Australia and Bolle Canada, Inc. sales accounted for
approximately half of the increase. The inclusion of French manufacturing sales
for the full year in 1998 as opposed to one-half of the year in 1997 accounted
for the remainder of the increase. The sales at Bolle America did not increase
as compared to 1997.

We had gross margin of 50% for the year ended December 31, 1998, as
compared to 52% for the year ended December 31, 1997. This is the result of
decreased distribution margins in North America. During 1998, Bolle America was
negatively affected by higher levels of returns than historically experienced;
the introduction of the new Bolle(R) logo during 1998 led to increased returns
and inventory obsolescence of old logo products.

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General and administrative expenses increased by $6.5 million in 1998
to $16.0 million. This increase is primarily due to the addition of Bolle
Australia and Bolle France (for a full year). As a percentage of sales, general
and administrative expenses were approximately 30% for both 1998 and 1997.

Sales and marketing expenses increased from $5.3 million for the year
ended December 31, 1997 to $13.7 million for the year ended December 31, 1998.
This increase is due in particular to the addition of Bolle Australia in 1998
and a full year of Bolle France results, and Bolle's strategic decision to
invest sales and marketing dollars in order to promote the Bolle(R) brand.

Interest expense increased from $1.0 million for the year ended
December 31, 1997 to $1.6 million for the year ended December 31, 1998. This
increase was primarily the result of the inclusion of Bolle France and Bolle
Australia acquisition debt offset by significantly lower indebtedness following
our spinoff from Lumen.

Other income for the year ended December 31, 1998 consists primarily of
$1.0 million of income related to Bolle's investment in Eyecare Products. Bolle
agreed to sell its investment in Eyecare Products in December 1998, and this
transaction was completed in February 1999, realizing a gain of $37,000. The
majority of the proceeds were used to pay down a portion of the term loan of the
NationsBank credit agreement. See "Liquidity and Capital Resources" below.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

Net sales of $32.2 million for the year ended December 31, 1997
represented an increase of $24.4 million from the comparable period in 1996, as
a result of the acquisition of Bolle France on July 10, 1997, offset by a
decrease in sales in America. Soft conditions in the U.S. market for premium
sunglasses contributed to the decrease in sales in America. The United States'
largest sunglass specialty retail chain, which had been growing rapidly up until
the fourth quarter of 1996, began closing outlets and returning excess inventory
at the end of 1996 and throughout 1997, negatively affecting the entire premium
sunglass industry. This customer represented 4% of Bolle's sales for the year
ended December 31, 1997. While overall retail sales of premium sunglasses
continued to grow (though at a slower pace than in prior years), many premium
sunglass manufacturers, including Bolle, had overproduced in anticipation of
significantly higher sales and took significant returns which eroded profit
margins.

Our gross margin increased from 50% for the year ended December 31,
1996 to 52% for the year ended December 31, 1997, reflecting the higher gross
margins achieved as a result of Bolle's integrated manufacturing and
distribution operations following the acquisition of Bolle France.

General and administrative expenses of $9.6 million for the year ended
December 31, 1997 increased from $6.1 million for the year ended December 31,
1996, reflecting the acquisition of Bolle France. As a percentage of sales,
general and administrative expenses increased from 25% in 1996 to 30% in 1997.
This increase resulted from Bolle's change in mix of business following the
acquisition of Bolle France.

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Sales and marketing expenses increased $0.4 million in 1997 due to the
acquisition of Bolle France. As a percentage of sales, sales and marketing
expenses fell from 20% in 1996 to 16% in 1997.

Acquisition and integration related expenses of $3.75 million in 1997
represent the following expenses incurred in connection with the integration of
Bolle France and creation of Bolle:

o a reserve for the return of product from Bolle's owned and
non-owned distributors in conjunction with the redefining and
streamlining of Bolle's new product line; and

o the legal, production and marketing expenses related to the set
up of a new logo for Bolle(R) worldwide and the creation of the
first worldwide catalog.

Our interest expense of $1.0 million for the year ended December 31,
1997 reflects the interest expense on the debt incurred to fund the acquisition
of Bolle France. In the comparable period in 1996, Bolle's cash on hand
generated interest income of $0.3 million.

As a result of the above factors, pre-tax income decreased to a loss
before taxes of $3.6 million in 1997 from income before taxes of $1.6 million in
1996. Excluding the impact of $3.8 million of merger and acquisition integration
expenses, income before taxes for 1997 would have been $0.2 million.

Other income consists of allocated equity income and management fee
income from Lumen's investment in Eyecare Products of $0.6 million for the year
ended December 31, 1997 and $0.4 million for the year ended December 31, 1996.
This income was allocated to Bolle by Lumen. For each of the years ended
December 31, 1997 and December 31, 1996 other income also included $0.1 million
of foreign exchange transaction gains.

Bolle recorded a net tax provision of $1.1 million despite the loss
before taxes of $3.6 million for the year ended December 31, 1997. A provision
was recorded as a result of our establishing a valuation allowance against the
entire domestic net deferred tax asset for 1997. The acquisition of Bolle France
in 1997 had a significant impact on the tax rate due to higher overall French
taxes. In 1996, the effective tax rate was 39%.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided by operating activities of $1.9 million represents net
income in addition to increases in accounts payable and accrued expenses offset
by increases in inventory and accounts receivable. Depreciation and amortization
for the six months ended June 30, 1999 was $1.2 million compared to $1.5 million
for the six months ended June 30, 1998, reflecting the acquisition of Bolle
Australia offset by the write-down of certain intangible assets in the fourth
quarter of 1998. Proceeds from the sale of assets of $4.9 million consisted
primarily of the proceeds from the sale of our investment in Eyecare Products,
plc. Such proceeds were used to pay down $3.0 million of the term loan and a
portion of the revolver of the NationsBank credit facility. Capital expenditures
for the six months ended June 30, 1999 were $1.0 million. These expenditures
were primarily attributable to factory improvements and the expansion of the our

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information technology capabilities. We expect that the credit agreement along
with cash from operations will be sufficient to meet our normal operating
requirements for the foreseeable future.

IMPORTANT FACTORS RELATING TO FORWARD LOOKING STATEMENTS

Statements contained herein that relate to our future performance,
including, without limitation, statements with respect to our anticipated
results for any portion of 1999, shall be deemed forward looking statements
within the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. A number of factors affecting our business and operations could
cause actual results to differ materially from those contemplated by the forward
looking statements. Those factors include, but are not limited to, demand and
competition for our products, changes in consumer preferences on fashion trends,
and changes in our relationship with our suppliers and other resources. The
forward looking statements contained in this prospectus were prepared by
management and have not been audited by, examined by, compiled by or subject to
agreed-upon procedures by independent accountants, and no third party has
independently verified or reviewed such statements. You should consider these
facts in evaluating the information and are cautioned not to place undue
reliance these forward-looking statements.

YEAR 2000

We utilize software and related technologies throughout our businesses
that may be affected by the Year 2000 problem, which is common to most
corporations. We are addressing the effect of the potential Year 2000 problem on
all of our critical systems and with all of our critical vendors and customers.
Specifically, our critical information systems are Year 2000 compliant. No extra
costs were incurred in obtaining this compliance. Bolle France is in the process
of implementing its first integrated manufacturing software for which
implementation is not yet complete. The system being implemented in France is
Year 2000 compliant, and the Year 2000 issues will not affect the current
processes in place. Through discussions with vendors and customers, we have
determined that no critical business areas will be adversely affected by Year
2000 issues, but we continue to work with our vendors and customers to ensure a
smooth transition. Based on the above, no contingency plan is considered
necessary and we believe that any costs and risks related to Year 2000
compliance will not have a material adverse impact on our liquidity or financial
position.

SEASONALITY AND CYCLICAL RESULTS

Our sunglass business is seasonal in nature, with the second quarter
typically having the highest sales due to the increased demand for sunglasses
during that period. The Australian sunglass market is counter-cyclical in
comparison to the North American and European sunglass markets and we typically
experience higher sunglass sales in the third and fourth quarters. Our goggle
business is seasonal in nature with the third quarter having the highest sales
due to the increased demand for goggles prior to the ski season. This
seasonality is partially offset by safety eyewear sales worldwide.

QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

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Approximately $9.7 million and $18.5 million of our revenues for
the three and six months ended June 30, 1999, respectively, and $66.2 million of
our total assets including trademarks, goodwill and other intangibles totaling
$34.7 million as of June 30, 1999 were denominated in foreign currencies.
Approximately $7.5 million of indebtedness at June 30, 1999 was denominated in
French Francs bearing interest at variable rates based upon the French Franc
LIBOR rate. We may from time to time enter into forward or option contracts to
hedge the related foreign exchange risks. We do not enter into market risk
sensitive transactions for trading or speculative purposes.

Our earnings are affected by changes in short-term interest rates as a
result of our entering into a $28 million credit agreement in March 1998. If
market interest rates used for determining the interest rate under the credit
agreement averaged 2% more during the first six months of 1999, our interest
expense would have increased by approximately $330,000 and $751,000,
respectively, for the three and six months ended June 30, 1999. These amounts
are determined by considering the impact of the hypothetical interest rates on
our borrowing cost. These analyses do not consider the effects of the reduced
level of overall economic activity that could exist in such an environment.
Further, in the event of a change of such magnitude, we would likely take
actions to further mitigate our exposure to the change. However, due to the
uncertainty of the specific actions that would be taken and their possible
effects, the sensitivity analysis assumes no changes in our financial structure.

Our earnings are affected by fluctuations in the value of the U.S.
dollar as compared to certain foreign currencies. In particular, our earnings
are affected by fluctuations in the French Franc, due to intercompany and bank
borrowings denominated in French Francs and the consolidation of French Franc
earnings from our manufacturing facility. At June 30, 1999, the result of a
uniform 10% strengthening in the value of the dollar relative to the French
Franc would have resulted in a decrease in gross profit of approximately
$270,000 for the six month period ended June 30, 1999. This calculation assumes
that each exchange rate would change in the same direction relative to the U.S.
dollar. In addition to the direct effects of changes in exchange rates, which
are a changed dollar value of the resulting sales, changes in exchange rates
also affect the volume of sales or the foreign currency sales price as
competitors' products become more or less attractive. Our sensitivity analysis
of the effects of changes in foreign currency exchange rates does not factor in
a potential change in sales levels or local currency prices.

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BUSINESS

OVERVIEW

Bolle designs, manufactures and markets premium sunglasses and sport
shields, goggles and safety and tactical eyewear under the Bolle(R) brand name.
Bolle(R) products enjoy worldwide recognition and a high quality image in the
sport and active lifestyle markets. These markets include skiing, golf, tennis,
and cycling. We also have a growing reputation in the larger, fashion-driven
recreational sunglass market. Bolle's safety and tactical business, which
accounts for approximately half of Bolle's aggregate unit sales, serves the
specialty segment of the safety eyewear market outside of North America,
including laser protection products and military applications.

The creation of Bolle through the combination of Bolle America and
Bolle France consolidated into one organization Bolle's ownership of the
worldwide rights to the Bolle(R) trademark with its international manufacturing
and distribution capabilities. Since our formation, we have been developing and
executing a unified marketing strategy targeted at promoting Bolle's competitive
advantages. We believe that these advantages include:

o our strong brand name;

o integrated design;

o production and marketing capabilities;

o superior technology;

o specialized product offerings; and

o established international distributors in over 40 countries and a
one hundred year long heritage of producing quality products.

Bolle has integrated its international distributors into a network through
acquisitions, including distributors in all corners of the world.

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. We compete in the premium sunglass
market. Based on available industry data, we believe that sales of premium
sunglasses grew from $825 million in 1989 to $1.7 billion in 1998. The factors
which contribute to the growth of this market include:

o advancements in product technology;

o growing demand for specialized sunglasses;

o increased health concerns; and

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o greater fashion and image consciousness.

All of these factors encourage multiple purchases. Bolle also competes
in the special purpose safety and tactical eyewear market. Safety and tactical
eyewear products may be designed for general or special purpose. The factors
which may contribute to the potential growth of this market include:

o increasing regulation of safety eyewear;

o new special purpose applications;

o advancements in product technology; and

o growing demand for more style-oriented products.

We believe that both our 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.

We have recently announced the following corporate developments, which
constitute a significant start to our growth strategy:

WORLDWIDE MARKETING INITIATIVE. Bolle has launched a worldwide
marketing initiative to promote a consistent brand image. The marketing
initiative has done the following:

o coordinated advertising campaigns in major international and
local media and at retail locations;

o focused on sponsorship of athletes, which attracts international
interest; and

o for the first time, created a single marketing and product
brochure for distributors worldwide.

We plan to emphasize the technological, style and performance
characteristics of Bolle(R) products by taking a sport specific approach. In
March 1998, Sunglass Hut identified Bolle as one of a select number of preferred
vendors. We intend to grow our business with Sunglass Hut through prime store
locations, cooperative marketing and chain wide distribution of products.

SIGNIFICANT ENDORSEMENT ADVERTISING. As part of our strategy of
building a unified global marketing program, we have entered into agreements
with several world-famous athletes to endorse Bolle products. We have agreements
with:

o Martina Hingis, the youngest number one-ranked player in the
history of women's tennis;

o Jacques Villeneuve, the 1997 Formula One racing world champion;

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o Picabo Street, 1998 Olympic Super G gold medalist;

o Jean-Luc Cretier, 1998 Olympic downhill gold medalist; and

o Steve Jones, winner of the 1996 golf U.S. Open.

Additionally, Bolle has sponsorship programs with over a thousand
athletes worldwide who wear Bolle(R) products in competition.

EXPANDING THE BOLLE BRAND NAME AND PRODUCT LINE. We have recently
teamed with Pebble Beach Apparel to design and market a line of exclusive
Bolle(R) tennis and general sports activewear. We also recently teamed with
Wesley Jessen VisionCare, the world's leading specialty contact lens developer,
manufacturer and marketer, to introduce Competivision(TM) Contact Lens, the
second generation of our patented, tennis-specific Competivision technology.
Finally, we have entered into an exclusive design and OEM manufacturing
agreement with Nike whereby we will provide both propriety technology and the
manufacturing capabilities for a new line of goggles for snow sports under the
Nike brand name. These initiatives will allow us to capitalize on highly
recognizable and reputable brand names, as well as to further expand the
Bolle(R) brand name worldwide.

INDUSTRY OVERVIEW

THE PREMIUM SUNGLASS MARKET

The sunglass market consists of two main segments, premium and
value-priced. The premium market is defined by products with retail price points
of $30 and over. The value-priced segment is defined by products with retail
price points below $30. Bolle competes in the premium sunglass market. Bolle's
premium sunglass business accounts for approximately half of Bolle's aggregate
unit sales and 70% of Bolle's total sales. Bolle's main competitors are:

o Revo and other associated brands;

o Luxottica Spa; and

o Oakley, Inc.

Together, these companies control approximately 60% of the premium
market segment and several other companies with smaller market shares. Bolle
focuses on the $60 to $110 price range.

HIGHLY COMPETITIVE MARKET. Within various niches of the sports segment
of the premium eyewear market, Bolle competes with mostly smaller sunglass and
goggle companies, and a limited number of larger competitors. In order to retain
its market share, Bolle 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 high performance eyewear
often reflect highly subjective preferences which can be influenced by
advertising, media, product endorsements,

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product improvements and changing styles. Bolle 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, Bolle's products. These competitors include established
branded consumer products companies that have greater financial and other
resources than Bolle. New developments by Bolle's competitors could render some
or all of Bolle's potential products obsolete or non-competitive.

Bolle 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 Bolle. In certain geographic markets, such as the United States, certain of
Bolle's competitors have achieved greater brand awareness among consumers than
Bolle.

The premium sunglass market has been experiencing a period of growth in
recent years. The key factors contributing to the continued growth in the
premium sunglass market include the following:

ADVANCEMENTS IN PRODUCT TECHNOLOGY. New products and technologies are
continually being introduced to improve the quality and durability of frames and
lenses. Advances include:

o polycarbonate lenses for better comfort and safety;

o interchangeable lenses offering multiple styles and functions for
a particular frame;

o scratch resistant coatings for longer lasting lenses; and

o 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.

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 in different sports and activities has grown. This additional
customer demand has resulted in more product offerings and greater frequency of
purchase by consumers.

INCREASED HEALTH CONCERNS. Consumer awareness of the harmful effects of
ultraviolet rays on the eyes and the overall importance of health concerns have
increased. Consumers are more willing to pay more for premium sunglasses
believed to provide increased eye protection. Additionally, as the proportion of
the population who require corrective eyewear increases, the demand for
prescription sunglasses should 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(R), Calvin Klein(R),
Guess(R), Nautica(R) and Polo Ralph Lauren(R), among

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others, are increasing 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 have 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 are 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. Bolle competes in the special purpose segment of the safety and
tactical eyewear market outside of North America. Bolle's main competitors are
Bacou, Uvex, Dalloz, Karsburg and a number of Far East manufacturers who have
introduced styles similar to those of Bolle. Bolle's safety and tactical
business accounts for approximately half of Bolle's aggregate unit sales and 30%
of Bolle's total sales. Bolle focuses on the $3 to $25 price point range.

The key factors which may contribute to the potential 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 Health.
These agencies mandate the use of personal protective eyewear for certain job
classifications and work-site environments. 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 generalized use of lasers 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,
specialty application lenses, such as infrared lenses, and increased use of
scratch resistant and anti-fog coatings. Consumers prefer 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 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. Superior style and comfort have led
to better user acceptance and desirability. Product users prefer fashionable and
comfortable safety and tactical eyewear products. Bolle believes that industrial
purchasers are inclined to select functional

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products with these characteristics. 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.

OUR BUSINESS STRATEGY

Since the acquisition of Bolle France, Bolle's operating results have
been below expectations. As evidenced by the impairment of $30.4 million of the
goodwill and trademarks acquired in the Bolle France transaction, we have been
unable to realize the expected advantages from the vertical integration of our
businesses. In order to successfully implement a worldwide marketing strategy to
expand the Bolle brand, we believe we must capitalize on the following
competitive advantages:

STRONG BRAND NAME. Bolle(R) products enjoy a strong reputation for high
performance and style. This reputation is based on the superior technical
characteristics of the Bolle(R) frames and lenses. Because famous brand names
are known to trigger instant appeal among consumers, Bolle continuously seeks to
strengthen consumer perception of the Bolle(R) brand name as representing high
quality, technologically advanced and fashionable eyewear products. We believe
that the Bolle(R) 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, golfers, tennis players, cyclists, surfers and other
sports enthusiasts. Bolle therefore believes it has the ability to lead the
market for certain products. For example, Bolle(R) ski goggle models such as
Chrono(TM) and Futur(TM) have been recognized by numerous ski and snowboard
champions as setting the standard for function and quality. We will continue to
pursue our 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, Bolle owns the production and design
capabilities of Bolle France and the worldwide rights to the Bolle(R) brand. We
believe that this organization will enable us in the long run to successfully
execute a unified worldwide marketing and distribution strategy focused on
expanding the Bolle(R) brand through consistent brand image and design
innovation. Our international design team oversees the design process from mold
creation to the final lens development stage.

SUPERIOR TECHNOLOGY. Bolle(R) eyewear products incorporate several
unique technological features, thus enabling Bolle to differentiate itself from
its competitors. These features include:

o the Bolle(R) hydrated "memory" nylon, a virtually unbreakable
material obtained through a proprietary process owned by Bolle;

o lenses made of polycarbonate, a lighter and more impact resistant
material than glass, which provides 100% protection from damaging
ultraviolet light;

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o proprietary lenses which provide each eye with a separate optical
center of focus, which permits the use of wraparound designs
providing wide coverage without sacrificing overall optical
clarity or introducing distortion; and

o an interchangeable lens system in Bolle's Vigilante, Parole,
Solitary and Dash models using the Breakaway(TM) interchangeable
lens technology, which enables consumers to customize the look
and function of certain Bolle(R) products by offering different
lenses that fit the same frame.

SPECIALIZED PRODUCT OFFERINGS. The market for premium sunglasses has
shown a trend toward consumer preference for sport-specific eyewear. We have
therefore chosen to focus our sunglasses and sport glasses based on their use
rather than their design, style or other defining criteria. Bolle has a
tradition of designing and manufacturing sport-specific eyewear products in
cooperation with its sponsored athletes. For example, Bolle has worked with
French Olympic ski champions Jean-Claude Killy and, more recently, Luc Alphand
to design and continuously improve its ski goggles. In 1992, Bolle 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. We recently introduced our patented Competivision(TM) lens
specifically suited to the needs of tennis players with a high performance
selective light filtration system designed to enhance the clarity of yellow
tennis balls. Together with Wesley Jessen VisionCare, we are currently
developing the Competivision(TM) Contact Lens. With this innovative product,
tennis players will have access for the first time to both enhanced performance
and comprehensive eye protection on-court in a contact lens with their own
prescription.

EXPANDING THE BOLLE(R) BRAND AND BOLLE PRODUCT LINes. We have recently
licensed the Bolle(R) brand to Dynamic Design/SWC Inc., dba Pebble Beach
Apparel, to design and market a line of exclusive Bolle(R) tennis and general
sports activewear. The distribution channels for this new line will include
sports specialty stores, prominent resorts, tennis pro shops and Nordstrom
department stores throughout North America. The line will be introduced to the
trade in the Fall of 1999 for retail introduction in the Spring of 2000.

In addition, we have teamed with Wesley Jessen VisionCare, the world's
leading specialty contact lens developer, manufacturer and marketer, to
introduce Competivision(TM) Contact Lens, the second generation of our patented,
tennis-specific Competivision technology, in the Fall of 1999 at the US Open.
The product will be available through Wesley Jessen's worldwide distribution
channel of optical dispensers. The marketing and packaging materials will use
the Bolle(R) and Competivison(TM) brand names. Martina Hingis, a Bolle endorser
and one of the world's leading tennis players, has endorsed the
Competivision(TM) Contact Lens and used them in competition at the French Open
Championship.

In addition to expanding our own brand name, we have recently teamed
with Nike Inc. to provide a line of goggles for snow sports under the Nike brand
name. Under an exclusive design and OEM manufacturing agreement with Nike, we
will provide both propriety technology and manufacturing capabilities for the
new product line. The line will debut with the trade in the Spring of 2000 and
will be rolled-out for retail introduction later that year.

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WORLDWIDE MARKETING INITIATIVE. Bolle continues to enhance and unify
its marketing efforts with the objective of achieving increased recognition of
the Bolle(R) brand name around the world. Bolle's worldwide marketing initiative
includes a single marketing and product brochure for distributors worldwide,
coordinated advertising campaigns in major international and local media and at
retail locations, more focused sponsorship of athletes attracting international
interest and the unification of Bolle's sport celebrities endorsement program.
Bolle's marketing initiative seeks to emphasize through a unified sport-specific
approach the technological, style and performance characteristics of Bolle(R)
products. Bolle's marketing strategy also includes training retail salespersons
to fully understand the specifics of Bolle(R) products and in-store education
highlighting the Bolle(R) style and technical features. In March, 1998, Sunglass
Hut identified Bolle as one of a select number of preferred vendors. Bolle
expects to coordinate future introductions of new Bolle(R) products with its
international distributors, such as new motorsports and fishing lines, so as to
maximize the benefits which Bolle may derive from its worldwide rights to the
Bolle(R) brand and enhance global sales.

INCREASED USE OF FLEXIBLE MANUFACTURING. Bolle 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 Bolle to maintain a variable cost
structure and minimal inventory levels, as well as to respond quickly to
shifting trends in the industry. Bolle will seek to improve the efficiency of
this flexible manufacturing process by reducing lead time from design to
distribution.

DEVELOP PRODUCT LINE EXTENSIONS. Bolle has plans to develop product
line extensions bearing the Bolle(R) brand. Once the reputation of the Bolle(R)
brand as a worldwide leader is established in a particular sport and active
lifestyle market, brand extensions have been successful, as shown by Bolle's
experience with Bolle Australia, which has developed and carries a successful
line of Bolle(R) accessories, representing approximately 30% of our total
Australian sales.

SAFETY AND TACTICAL BUSINESS STRATEGY

The first range of Bolle safety spectacles and goggles were
manufactured in Oyonnax, France in 1950 and the first tactical eyewear products
sold by Bolle were motorcycle goggles for the French Ministry of Defense in
1982. Since this time Bolle has established a reputation for high quality,
stylish safety eyewear. Style is a key element in the marketing of safety
products because it induces personnel to wear the safety eyewear.

Bolle's strategy is to build on the historical success it has
experienced in its strongest safety markets (Australia, France and the UK), and
to introduce the safety collection in other markets, particularly in the
remainder of Europe and North America. The safety collection has a proven track
record of customer acceptance which management believes can be developed in
these new markets. Bolle is continually introducing new models into the market
and has introduced a prescription line in the UK.

Tactical products have been sold to military establishments in over 10
countries. A separate tactical and military sales force was established by Bolle
in 1998 and the initial response

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at trade shows has been encouraging. The nature of the business is that orders
tend to be relatively large, but are infrequent.

PRODUCTS

GENERAL

Bolle designs, manufactures and markets a wide variety of premium
sunglasses, sport shields, and ski goggles ranging in price between $19 to $180.
Products are offered in 3 pricing tiers from $19 to $39 for children's products
and entry level ski goggles, $39 to $99 for general and recreational sports
sunglasses and goggles and $99 to $180 for high performance and sport-specific
sunglasses. Bolle currently offers approximately 80 models of sunglasses, sport
shields and goggles in 9 focused collections for a total of approximately 400
separate product offerings. Each year, Bolle attempts to introduce a number of
new styles and retire unsuccessful product offerings. Recently introduced
Bolle(R) products include new styles within the Action Sport(TM), Snakes(TM),
Originals(TM), and Metals collections as well as the introduction of the
Tempo(TM), Kids, and Competivision(TM) collections.

In addition to branded consumer products, Bolle offers a wide variety
of private label products, and safety and tactical eyewear including safety
glasses and goggles, face shields, laser eye protection devices and other
specialized safety and tactical eyewear products.

Bolle 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.

ACTIVE LIFESTYLE FOCUS. Bolle(R) products are designed to meet the
needs of active lifestyle consumers. Bolle's products are designed to enhance
performance during most athletic endeavors, from recreational activities to
hard-core competition, such as skiing, biking, snowboarding, triathlon, surfing,
golf, and tennis. Bolle(R) 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, windsurfing, rock and ice sports as
well as sky diving. Bolle(R) ski goggles are designed to provide performance and
protection to persons facing the elements encountered in skiing, snowboarding
and other winter sports.

TECHNOLOGICAL CHARACTERISTICS

BOLLE(R) FRAMES. Bolle(R) nylon frames are lightweight and virtually
unbreakable. Bolle uses a hydrated "memory" nylon, a virtually unbreakable
material obtained through a proprietary process owned by Bolle. Bolle uses a
proprietary process to treat the nylon material so that it retains moisture.
This results in unique and superior performance properties. Bolle nylon frames
return to their original shape after a mistreatment. This significantly improves
product life. Pigments are incorporated during the manufacturing process and are
therefore unalterable. Grylamid frames are used for their light weight and
transparent properties. Bolle's metal frames employ state-of-the-art alloys
combined with sport functional features such as silicon nose pads,
Thermo-Grip(TM) temple tips, and spring hinges, which provide comfort,
durability and resiliency.

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Frames are offered in a variety of colors to satisfy the preferences of both the
sport-specific and general eyewear markets.

BOLLE(R) POLYCARBONATE LENSes. Bolle's primary lens material is
polycarbonate, the most impact resistant lens material on the market today. It
is twenty times more impact resistant than glass, and it is also three times
lighter and maintains exceptional optical quality. Polycarbonate has proven
itself in such demanding applications as jet aircraft windshields. Bolle was
among the first to incorporate lightweight polycarbonate lenses for use in
recreational and sport eyewear. Through internal research and development, Bolle
has created a variety of proprietary polycarbonate lenses combining superior
impact resistance, glare protection, and optical clarity. One such lens is the
Bolle 100(R), which blocks 100% of ultraviolet rays, 100% of infrared rays and
the majority of blue light. Consumer opinions indicate that the Bolle(R) 100
lens is one of the most comfortable and protective high contrast lenses on the
market today. The performance of this lens is achieved through absorbers molded
into the material thereby ensuring a higher level of quality and durability.
Most recently, Bolle has introduced the Sandstone(TM) lens which integrates the
enhanced performance of polycarbonate with the superior glare protection of
polarization. Coupled with superior anti-reflective and hydrophobic coatings,
Bolle has created what it believes to be a new generation of sport-specific
lenses. Bolle is focusing future research and development activities on the
continued innovation of their polycarbonate lenses in such areas as
photocromatic, color enhancement and optical design.

OTHER LENSES. While Bolle's focus is on the continued evolution of
polycarbonate as its primary lens material, other materials such as glass are
used where impact resistance is not critical. Bolle's most technologically
advanced glass lens incorporates color enhancement, polarization, and
hydrophobic and anti-reflective coatings.

OPTIONAL FEATURES. Bolle offers an interchangeable lens system in its
Vigilante(TM), Parole(TM), Solitary(TM), and Dash(TM) models which encompass the
Breakaway(TM) collection. This enables consumers to customize the style and
function by adapting different lenses to the same frame. Also offered with many
Bolle(R) products is a patented Sport Optical System(TM), which Bolle has
designed to satisfy the needs of an increasing number of its customers requiring
sport glasses with corrective lenses. In addition, Bolle offers anti-scratch and
anti-fog coatings which have been created from proprietary coatings first
developed in 1973.

SAFETY AND TACTICAL PRODUCTS

Bolle carries a line of approximately 50 safety and tactical styles and
produces customer specific designs for special purpose applications. The
products feature Bolle's proprietary "memory" nylon frames and carboglass(TM)
lenses, manufactured of high impact, quartz coated, scratch resistant
polycarbonate. The Bolle(R) safety spectacle range provides style, function, and
comfort using advanced technology and materials. As well as manufacturing safety
glasses for standard industrial requirements, Bolle specializes in specific
application eyewear such as laser glasses, chemical splash protection and
military approved products. Throughout Bolle's history, a number of the
technologies developed for safety and tactical products have proven viable for
use within the consumer sunglass and goggle collections. Bolle believes that its
participation in the

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tactical and safety eyewear markets has a significant positive impact on its
consumer products by allowing it to identify and commercialize advanced
technologies ahead of its competition.

ADVERTISING AND MARKETING

With the consolidation of production and design capabilities and the
rights to the Bolle name under one worldwide umbrella organization, Bolle has
begun to create and execute a unified worldwide marketing strategy. For the
first time in Bolle's history there is a single worldwide product line around
which to build a consistent brand strategy. This has enabled Bolle to create
catalogs, brochures and other sales materials, along with materials that are
presented where Bolle(R) products are sold that focus on consistent models and
technological features.

Bolle has been recognized for the innovation of its sport-specific
eyewear. Golf and tennis represent two channels of distribution for Bolle. These
sports have traditionally not had a significant eyewear presence. As the medical
effects of long-term exposure to UV rays have received increased attention, the
need for well-designed eyewear with specific technical features that can be used
at the highest levels of the sport has become apparent. Bolle's innovations in
high contrast colors, polarization, interchangeable lenses, etc. has enabled
Bolle to position itself as a leader. Golf will continue to grow as specialty
pro shops recognize golf eyewear as a necessity for performance and protection.

The introduction of Bolle's patented tennis eyewear, Competivision,
demonstrates Bolle's commitment to sport specific eyewear. Named Tennis Product
of the Year by Tennis Week Competition, it is expected to open up a completely
new channel of distribution, namely the tennis pro specialty shop. We expect to
expand Bolle 's presence in specialty and general sporting good stores and
optical outlets should be expanded. We also intend to broaden Bolle's exposure
at premier sporting events we expect to sponsor such as the French Open, The
Lipton Championships and the US Open tennis tournaments. These events also
represent opportunity for on site retail sales with key retail partners like
Sunglass Hut to help bolster Bolle's position as a key vendor. They also present
an opportunity to showcase Bolle's expanding roster of world class athlete
endorsers, such as Martina Hingis.

In addition to key endorsers such as:

o Martina Hingis,

o Olympic gold medalists Jean Luc Cretier and Picabo Street,

o World Cup champion Luc Alphand, and

o Formula I champion Jacques Villeneuve,

Bolle has recently added additional athletes such as:

o #2 world ranked slalom skier Kristina Koznick,

o World Snowboard Champions Kevin and Brian Delaney,

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o World Champion wakeboarder Hunter Brown, and

o World renowned free climber Todd Skinner.

We also expect to remain involved in other major event and organization
sponsorship such as:

o the World Alpine Championships in Vail, Colorado,

o the Tour de France,

o the Bob Hope Desert Classic,

o The US Ski Team,

o Team Mercury pro cycling, and

o the United States Professional Tennis Association.

We expect our recent distribution agreement with Reusch ski/snowboard gloves and
mittens for North America to provide additional leverage for the Bolle(R) brand
with US Ski Team organization, ski and snowboard athletes, on hill professionals
and winter sports retailers.

We believe that the Bolle brand will gain increased recognition and
distinction due to a number of factors, including:

o the combination of sport-specific eyewear products with
innovative technological features,

o high-visibility endorsers and event sponsorships, and

o unified advertising campaigns and materials.

We are hopeful that this increased recognition will create demand at
both the retail and consumer level. We anticipate reinforcing this increased
recognition by engaging in grassroots efforts in each sport channel of
distribution by meeting with store employees, teaching and professional
organizations and by coordinating local and regional athletic events.

DESIGN AND PRODUCTION

DESIGN. Bolle employs a four person design team in Oyonnax and
maintains relationships with a variety of design agencies around the world under
the supervision of Mr. Aaron Markovitz and 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 the creation of the first prototype to
the final production tooling. The team is also responsible for overseeing the
successful implementation of all aspects of product specifications including
lens, case and packaging. Approximately 20 new molds are designed each year
supporting our core business including sunglasses, safety products, ski goggles
and tactical eyewear. Bolle currently houses a library of approximately 700
molds. The molds for each Bolle design have been inventoried in a warehouse

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at our facilities in Oyonnax, France. We believe that we maintain the capability
to produce over 97% of the products represented by our mold inventory.

PRODUCTION. Although Bolle has outsourced the completion of a
substantial number of steps in the process it uses to manufacture its products,
Bolle still closely oversees the activities of its subcontractors. This enables
Bolle to retain control over the entire assembly process that leads to any
finished Bolle(R) product. The majority of the subcontractors of Bolle are
located in the immediate vicinity of Bolle's facilities in Oyonnax, France and
the manufacturing of Bolle(R) products is their primary activity. Bolle has not
entered into binding agreements with its subcontractors and has not
subcontracted the production of items involving proprietary processes. However,
we believe that our history of good relations with our subcontractors and the
close proximity of these subcontractors to our operations provides a conducive
environment for continued good business relations. We believe our arrangements
with subcontractors enable us 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 Bolle 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. Bolle also participates in original equipment
manufacturing for other manufacturers of premium-priced eyewear at its
manufacturing facility. Although such arrangements do not represent a
significant portion of our business, We believe the manufacturing of these
products shows its continued reputation as a quality producer of high
performance eyewear.

SUPPLIERS

RAW MATERIALS. Bolle 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. Bolle 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. Bolle has participated in the metal sunglasses market for
four seasons and is currently developing a more comprehensive metal collection.
Metals represent 50% of the total sunglass market, a significant opportunity for
the Bolle brand. In an effort to establish a more viable metals collection
consistent with the strategy of the brand, a joint development project has been
initiated with Pina Farrina design, Jacques Villeneuve, the World Champion
Formula I driver, and a premium Italian frame manufacturer.

COMPETITION

Bolle faces intense competition in the premium sunglasses and ski
goggle business. The premium sunglasses industry is dominated by two large
competitors, Luxottica and Oakley, with a

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combined share of the U.S. premium sunglass market estimated at approximately
60%. The rest of the market is fragmented, with numerous small competitors.
Bolle competes with a number of manufacturers, importers and distributors whose
brand names may enjoy greater brand recognition than that of Bolle(R). The
principal methods of competition are style, product performance, price and brand
recognition. Most competitors of Bolle offer a portfolio of brands, as opposed
to focusing exclusively on one brand, as does Bolle and Oakley. In addition,
Bolle faces intense competition in the safety and tactical eyewear market,
including competition from Bacou, Uvex, Dalloz, Karsburg and a number of Far
East manufacturers who have introduced styles similar to those of Bolle.
Competition in safety and tactical eyewear is based on quality, price,
reputation and technological features.

Companies active in Bolle's industry must respond simultaneously to changes in
fashion and technology, yet maintain inexpensive and rapid production in order
to remain competitive. Moreover, changing economic conditions and regulatory
policies complicate such companies' ability to address all factors effectively.
Consequently, these companies attempt to reduce the impact of these variables
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, advertising, media, promotions and product
endorsements. We believe that our competitive advantages include:

o our brand name recognition;

o product quality;

o product performance;

o leading edge styling;

o integrated design, production and marketing;

o superior technology and technological innovation;

o specialized product offerings;

o competitive pricing; and

o international distribution networks.

We also believe that we have a competitive advantage because of our
right to market Bolle(R) products in the United States through multiple retail
distribution channels, including general and specialty sporting goods stores and
optometrists, ophthalmologists and opticians.

The intense competition in the premium sunglass and ski goggle business
has contributed to Bolle's disappointing operating results in 1998. We believe
our future success will depend upon our ability to remain competitive in our
product areas. With several of our competitors having greater financial,
research and development, manufacturing and marketing experience and resources
than we do, we face substantial long-term competition.

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CUSTOMERS

The distributors owned by Bolle are not dependent upon a single
customer or a few customers. None of Bolle's customers accounted for more than
10% of Bolle's consolidated revenues in 1998.

QUALITY CONTROL AND PRODUCT IMPROVEMENT

Bolle(R) 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. We estimate
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 Bolle's testing laboratory. For instance, Bolle 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.
Bolle's testing laboratory meets all British, German and U.S. national standards
for testing. High velocity and radiation testing are conducted regularly. Laser
coating units and spectrophotometers add to Bolle's ability to produce superior
products.

SALES AND DISTRIBUTION

Bolle sells its products through a worldwide network of both affiliated
and independent wholesale distributors in over 40 countries, which in turn
distribute Bolle(R) products to retail outlets. Information regarding the sales,
operating profit or loss and identifiable assets attributable to Bolle's U.S.
and foreign operations for the year ended December 31, 1998 is set forth in Note
15 to Bolle's Consolidated Financial Statements. During 1998, 38% of total sales
were in North America, 45% of sales were in Europe, 17% of sales were in
Australia and Asia.

In the United States, Bolle sells its products through a nationwide
network of approximately 200 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.

Bolle America has signed a 5-year distribution agreement with Reusch of
Germany, a premium sports glove company.

Bolle'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 truck loads, to small orders,
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. Bolle believes that its operations are capable of
meeting a customer's individual service needs.

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SEASONALITY

CREDIT AGREEMENT

On March 11, 1998, we entered into the NationsBank credit agreement in
which the lenders and NationsBank, N.A., as agent agreed to make the following
available to us:

o a term loan facility denominated in French Francs of FF61,290,000
($10,000,000 at the time of drawdown) for a term of five years;

o a revolving credit facility denominated in U.S. dollars or French
Francs, at Bolle's option, of up to $18,000,000 for a term of
three years; and

o a letter of credit facility of up to $5,000,000 for a term of
three years, provided that no letter of credit need be issued if
the aggregate sum of all drawdowns under the letter of credit
facility and revolving credit facility exceeds $18,000,000.

We may use borrowings under the credit agreement for working capital to
finance capital expenditures permitted under the credit agreement to refinance
certain existing indebtedness, and for other miscellaneous corporate purposes.
We, NationsBank and the lenders entered into Amendment No. 1 to the Credit
Agreement on May 29, 1998 for the purpose of amending the Credit Agreement to
permit the issuance of our convertible notes and the optional redemption,
repayment or conversion of the notes, as contemplated by the Convertible Note
Purchase Agreement. As of December 31, 1998, the Credit Agreement was further
amended. The amendment changed the requirements of certain financial covenants
and required that $3 million of the proceeds from the sale of Eyecare Products,
PLC be used to pay down part of the term facility.

Interest accrues on borrowings outstanding under the term loan facility
and on French Franc borrowings outstanding under the revolving credit facility
at a variable rate, which is based on the London Interbank Offered Rate
("LIBOR") for French Francs, currently approximately 5.6%. Interest accrues on
dollar borrowings outstanding under the revolving credit facility at either, at
Bolle's option, (i) a variable rate based on the greater of (x) NationsBank's
prime rate or (y) the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System, or (ii) a fixed rate,
based on LIBOR for U.S. Dollars.

Bolle and each domestic subsidiary of Bolle executed, among other
documents:

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o a Second Amended and Restated Guaranty Agreement dated as of
March 11, 1998 for the benefit of lenders, guaranteeing the
payment of the obligations of Bolle to the lenders under the
credit agreement,

o a Second Amended and Restated Security Agreement dated as of
March 11, 1998, granting to the lenders a security interest in,
among other things, their inventory, receivables, equipment,
contracts and all general intangibles as security for payment of
the obligations, and

o a Second Amended and Restated Intellectual Property Security
Agreement dated as of March 11, 1998, granting to the lenders,
among other things, a security interest in material intellectual
property, as security for payment of the obligations.

Additionally, pursuant to the terms of a Stock Pledge Agreement dated
as of March 11, 1998, entered into by Bolle and certain of its subsidiaries,
Bolle pledged to NationsBank 100% of the capital stock of Bolle's domestic
subsidiaries owned by Bolle; 65% of the voting stock and 100% of the non-voting
common stock owned by Bolle of any direct foreign subsidiaries of Bolle acquired
or created after March 11, 1998, and 100% of the capital stock owned on March
11, 1998 by Bolle of any foreign subsidiary of Bolle, to the extent that such
pledge would not result in adverse material tax consequences for Bolle.

Pursuant to and subject to the terms of the credit agreement, as
amended, Bolle may borrow under the revolving credit facility until March 11,
2001, at which time the revolving credit facility terminates and all amounts
outstanding thereunder become due and payable. The term loan facility is subject
to repayment in accordance with the schedule set forth in the credit agreement,
as amended, with the final payment of all amounts outstanding, together with
accrued interest thereon, being due and payable on March 11, 2003. The credit
agreement, as amended, also requires Bolle to make certain mandatory prepayments
and allows Bolle to make optional prepayments.

The amended credit agreement states that Bolle is subject to certain
covenants, including, without limitation, restrictions on:

o the incurrence of additional indebtedness;

o the creation of liens on Bolle's property or assets;

o future acquisitions and mergers, except for the acquisition of
Bolle Australia;

o the payment of dividends, redemptions or distributions; and

o a change of control.

Bolle is also required to maintain, among other things, certain minimum
consolidated fixed charge ratios, certain consolidated leverage ratios and
consolidated net worth in accordance with the provisions of the amended credit
agreement.

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<PAGE>

REGULATION

Bolle has been specifically certified by appropriate industry and
governmental authorities to manufacture sunglasses, sport products and
industrial protection products as well as laser protection products and eyewear
produced for specific military orders.

INTELLECTUAL PROPERTY

Bolle, directly or indirectly, owns the exclusive right to a number of
registered trademarks in the United States and other countries, including
Bolle(R) for eyewear, clothing and bags; Bolle PC(R); CHRONOSHIELD(R); MICRO
EDGE(R); Bolle EYEZONE(R); EYEZONE DESIGN(R); PUT 'EM ON YOUR FACE(R) for
clothing and eyewear; EAGLE VISION(R) and EAGLE VISION(R) design for clothing
and eyewear; TACTICAL(R); bf(R); MAURICE BOLLE(R); CARBO GLAS(R); AQUASHIELD(R);
SNAKE(R) design and more recently b(R) design; THERMO-GRIP(R); SANDSTONE(R) and
XENO(R). Bolle also has applications pending to register a number of additional
trademarks, including BREAKAWAY(TM), EQUALIZER(TM); BOLLE POSITIONING
SYSTEM(TM); BPS(TM); FLO-TECH(TM); FOKKER(TM); HEADSET(TM); M2(TM); ORVET(TM);
RE-CENTERED(TM); SERPENT(TM); SPEED READ(TM); VERMILLON(TM); Bolle ATTACK(TM)
and COMPETIVISION(TM).

Bolle has a number of design and utility patents registered in the
United States and other countries. The US patents have expiration dates ranging
from 2001 to 2017. Some of the patents are subject to maintenance fees to
maintain their registration. The patents are intended to protect the unique
design and functional characteristics of Bolle products from duplication by
competitors. Most recently, design patents for DASH and VIGILANTE were issued on
September 8, 1998 and September 15, 1998. BREAKAWAY and NAJA design patents on
January 13, 1998 and March 3, 1998.

EMPLOYEES

As of December 31, 1998, Bolle had approximately 292 employees,
approximately half of which were assigned to Bolle's design, production and
distribution operations in France. The remainder are assigned to its
distribution operations in the United States and other parts of the world. None
of Bolle's employees working in the United States are subject to a collective
bargaining agreement. Employees of Bolle working in France are subject to the
provisions of the French Labor Code and a collective bargaining agreement. Bolle
considers its relations with its employees in the United States and France to be
satisfactory.

ENVIRONMENTAL REGULATION

Compliance with environmental laws and regulation has not had a
material effect on Bolle's earnings to date and is not expected to have a
significant effect in the future, nor has Bolle been required to undertake
significant capital expenditures to meet environmental regulations.
Manufacturing operations managed by corporations in which Bolle has an interest
are subject to regulation by various federal, state and local agencies and
foreign governmental authorities concerned with environmental control. We
believe that at this time compliance with such

65
<PAGE>

environmental laws and regulations will not have a material adverse effect upon
Bolle capital expenditures, earnings or competitive position.

PROPERTIES

As of December 31, 1998, the locations of Bolle's principal facilities
are as follows:
<TABLE>
<CAPTION>
APPROXIMATE
LOCATION PRINCIPAL USE(S) SQUARE FOOTAGE
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Oyonnax, France Manufacturing plant, design center, warehouse 90,000
and office space
Wheat Ridge, Colorado Warehouse and office space 36,000
Melbourne, Australia Warehouse and office space 16,700
</TABLE>

Bolle'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 Bolle as well as the quality control
aspects, management, accounting. and design. Bolle recently relocated its
warehouse and office space in the U.S. to Wheat Ridge, Colorado. The new
facilities have an approximate square footage of 36,000.

Bolle owns all of its manufacturing facilities in France. Bolle leases its Wheat
Ridge facilities, which are located in the Denver metropolitan area. The lease
expires in 2005, with an option to extend for an additional three year term.
Bolle also leases its facilities in Melbourne, Australia under a lease which
expires in 2000.

LEGAL PROCEEDINGS

While Bolle is engaged in routine litigation incidental to its
business, we believe that there are no material pending legal proceedings to
which Bolle is a party or to which any of its property is the subject. In
connection with our spinoff from Lumen, we have agreed to indemnify Lumen
against liabilities which may arise from certain pending litigation. We do not
believe that any of such pending litigation constitutes material legal
proceedings for Bolle.

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<PAGE>

MANAGEMENT

The following table sets forth the names, ages and positions
of our executive officers and members of our Board of Directors. Their
respective backgrounds are described following the table.
<TABLE>
<CAPTION>

NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Martin E. Franklin(1)(2)............ 34 Chairman of the Board of Directors
Gary A. Kiedaisch(1)................ 52 President, Chief Executive Officer and Director
Ian G. H. Ashken(1)(2).............. 38 Vice Chairman, Secretary and Director
Thomas R. Reed...................... 38 Chief Financial Officer and Assistant Secretary
Franck Bolle(1)..................... 41 Director
Patricia Bolle Passaquay(1)......... 42 Director
David L. Moore(2)(3)(4)............. 43 Director
David S. Moross(3)(4)............... 40 Director
</TABLE>

- ---------------------
(1) Member of Executive Committee
(2) Member of Nominating Committee
(3) Member of Audit Committee
(4) Member of Compensation/Stock Option Committee

Our directors are elected at each annual meeting of stockholders. The
next annual meeting of stockholders is scheduled for June 2000. All of the
officers identified above serve at the discretion of our board of directors.
Other than Franck Bolle and Patricia Bolle Passaquay, who are cousins, there are
no family relationships between any persons identified above.

We have established an Audit Committee which reviews the services
provided by our independent auditors, consults with the independent auditors on
audits and proposed audits of the company and reviews the need for internal
auditing procedures and the adequacy of internal controls; a Compensation
Committee which determines executive compensation and stock option awards; an
Executive Committee which exercises, to the maximum extent permitted by law, all
powers of the board of directors between board meetings, except those functions
assigned to specific committees; and a Nominating Committee which selects
nominees for election as members of the board of directors. 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 Directors of
Bolle in February 1997. Mr. Franklin has been Chairman and Chief Executive
Officer of Marlin Holdings, Inc., the general partner of Marlin Capital, L.P., a
private investment partnership since October 1996. From May 1996 until March
1998, Mr. Franklin served as Chairman and Chief Executive Officer of Lumen
Technologies, Inc., a NYSE Company, and served as Executive Chairman from March
1998 until December 1998. Mr. Franklin was Chairman of the Board and Chief
Executive Officer of Lumen's predecessor, Benson Eyecare Corporation from
October 1992 to May 1996 and

67
<PAGE>

President from November 1993 until May 1996. Mr.
Franklin was non-executive Chairman and a director of Eyecare Products plc, a
London Stock Exchange Company, from December 1993 until February 1999. In
addition, Mr. Franklin has served as a director of Specialty Catalog Corp., a
NASDAQ National Exchange listed company, since 1994 and as a director of
Corporate Express, Inc., a NASDAQ National Exchange listed company since 1998.
Mr. Franklin also serves on the boards of a number of privately held companies
and charitable organizations. Mr. Franklin received a B.A. in Political Science
from the University of Pennsylvania in 1986.

Gary A. Kiedaisch was appointed President, Chief Executive Officer and
a member of the Board of Directors of Bolle in July 1997. From 1989 until his
appointment as the Chief Executive Officer of Bolle, Mr. Kiedaisch had been
President and Chief Executive Officer of the Mt. Mansfield Company d/b/a 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.

Ian G.H. Ashken, A.C.A. was elected Vice-Chairman and Secretary of
Bolle in December 1998. From February 1997 until his appointment as
Vice-Chairman, Mr. Ashken was Executive Vice President, Chief Financial Officer,
Assistant Secretary and a Director of Bolle. Mr. Ashken was elected Executive
Vice President, Chief Financial Officer, Assistant Secretary and a Director of
Lumen from December 1995 until he resigned from these positions in December
1998. 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. Since October
1996, Mr. Ashken has been Vice Chairman of Marlin Holdings, Inc., the general
partner of Marlin Capital, L.P. Mr. Ashken was a director of Eyecare Products
plc from August 1994 until he resigned this position in February 1999. Mr.
Ashken received his B.A. (Hons) in Economics and Accounting from the University
of Newcastle in England.

Thomas R. Reed was appointed Chief Financial Officer of Bolle in
January 1999. From June 1997 until his appointment as Chief Financial Officer of
Bolle, Mr. Reed was Chief Financial Officer and Chief Operating Officer of Bolle
America, Inc. Mr. Reed was Vice President of Finance and Administration of Bolle
America, Inc. from November 1996 until his appointment as Chief Financial
Officer and Chief Operating Officer of Bolle America, Inc. From December 1994
until his appointment as Vice President of Finance and Administration of Bolle
America Mr. Reed was the Controller of Bolle America, Inc. Mr. Reed was with the
accounting firm of Ernst & Young from September 1989 through November 1994,
where he specialized in the areas of manufacturing and distribution. Mr. Reed
received his B.A., MBA, and MaCC from the University of Denver in Denver,
Colorado.

Franck Bolle has been a member of the Board of Directors of Bolle since
July 1997. Mr. Bolle was appointed President and Director of International
Operations of Bolle France in July 1997. Mr. Bolle has been a member of the
executive management of Bolle France since 1984 and

68
<PAGE>

as such has shared responsibility with Ms. Passaquay for the day-to-day
operations of Bolle France. 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
Bolle and Director of Export Sales since July 1997. Ms. Passaquay has been a
member of the executive management of Bolle France since 1981 and as such has
shared responsibility with Mr. Franck Bolle for the day-to-day operations of
Bolle France. Ms. Passaquay holds a degree in business administration with a
concentration in marketing from Ecole Libre des Sciences Commerciales Appliques
of Paris, France.

David L. Moore is Chairman and Chief Executive Officer of Century 21
Home Improvements, and for more than fifteen years has been President and Chief
Executive Officer of Garden State Brickface, Windows and Siding, a leading
New York metropolitan area residential and commercial remodeling firm. Mr. Moore
is also Chairman of Paradigm Direct, a national direct marketing firm, and is
Chairman of Ventures, a venture capital and investment firm headquartered in
Westchester, New York. Mr. Moore received his B.A. in Economics from Amherst
College and his M.B.A. from Harvard University.

David S. Moross became a member of Bolle's Board of Directors in March
1998. Mr. Moross is the Managing Partner of IMG/Chase Sports Capital, L.P., a
global private equity investment fund. Prior to establishing this fund, Mr.
Moross was Vice Chairman of Whitehall Financial Group, where he was actively
involved in direct equity investments and debt financings. Mr. Moross was also
Chairman of Insco, Inc., a Whitehall affiliate which provided management
consulting services. In addition, he served as Chief Executive Officer of
Kalvin-Miller International, Inc., a national insurance broker. He currently is
a member of Whitehall's Board of Directors and serves as a Governor of the
Dana-Farber Cancer Institute. Mr. Moross received his B.A. in economics from the
University of Texas at Austin.

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<PAGE>

EXECUTIVE COMPENSATION

The following table sets forth information concerning compensation
earned by our Chief Executive Officer and our other executive officers in the
fiscal years ended December 31, 1998 and 1997.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
--------------------------------------- ------------
NUMBER OF
SECURITIES
UNDERLYING ALL OTHER
SALARY BONUS OPTION/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) SARS ($)
------- ------- -------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Gary A. Kiedaisch 1998 223,077 -- 100,000 --
Chief Executive Officer.......... 1997(2) 103,846 37,500 166,667 --

Martin E. Franklin(1) 1998 -- -- -- --
Executive Chairman............... 1997 -- -- -- --
</TABLE>

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

(1) Mr. Franklin is not paid a salary by Bolle. He is party to Bolle Management
Services Agreement. See "Certain Relationships and Related Transactions."

(2) From his date of hire in July 1997.

OPTION GRANTS IN 1998

The following table sets forth information regarding new Bolle options
currently held by the executive officers which were granted by Bolle in 1998,
other than Bolle options issued in conjunction with our spinoff from Lumen in
1998 for Lumen options held. In accordance with the rules of the Securities and
Exchange Commission, the table sets forth the hypothetical gains or "option
spreads" that would exist for the options at the end of their terms. These gains
are based on assumed rates of annual compound stock price appreciation of our
common stock of 5% and 10% from the date the options were granted to the end of
the option terms.

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<PAGE>

OPTION GRANTS IN FISCAL 1998
<TABLE>
<CAPTION>

INDIVIDUAL GRANTS
--------------------------------
POTENTIAL REALIZABLE
VALUE AT
ASSUMED ANNUAL
RATES OF
NUMBER OF PERCENT OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION -----------
NAME GRANTED FISCAL 1998 PER SHARE DATE 5% 10%
- ---- ------- ----------- --------- ---- -- ---

<S> <C> <C> <C> <C> <C> <C>
Gary A. Kiedaisch(1)(2)... 100,000 26% $3.75 September 23, 2005 $127,628 $161,051
Martin E. Franklin(3)..... -- -- -- -- -- --
</TABLE>

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

(1) 25,000 of Mr. Kiedaisch's options will vest on each of September 23, 1999,
2000, 2001 and 2002.

(2) Mr. Kiedaisch was issued Bolle options during 1998 in connection with the
replacement of his previously issued Lumen options held at the time of our
spinoff from Lumen. Mr. Kiedaisch was thereby issued 166,667 options at an
average exercise price of $.76 with expiration dates from July 1998 through
July 20, 2001.

(3) Mr. Franklin was not issued any new Bolle options during 1998. Mr. Franklin
was issued Bolle options during 1998 for the equivalent value of his Lumen
options held at the time of our spinoff from Lumen. Lumen was required to
take a compensation charge for this issuance. Mr. Franklin was thereby
issued 339,167 options at an average exercise price $1.81 with expiration
dates from May 3, 2003 through March 25, 2004.

OPTIONS EXERCISED IN LAST FISCAL YEAR; FISCAL YEAR ENDED OPTION VALUES

The following table summarizes certain information regarding certain
year end option values of Bolle options currently held by the named executive
officers.

NUMBER OF
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS AT FY-END
AT FY-END ($)
----------------------------------------------------
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
- ---- ----------------------------------------------------
Gary A. Kiedaisch....... 41,666/225,001 $51,665/$155,001
Martin E. Franklin...... 261,249/77,918 $274,082/$11,918

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

DIRECTORS' COMPENSATION

Members of our board of Directors other than those who are officers or
employees of Bolle and the Chairman of the Board, will receive for 1999 an
annual fee of $15,000 for their services as directors and as members of any
committees of our board of directors on which they served. Thereafter, members
of our board of directors other than those who are our officers or employees and
the Chairman of the Board, will receive an annual retainer fee in an amount to
be determined. Directors who are not our officers or employees also receive
automatic stock option

71
<PAGE>

grants under the Bolle 1996 Stock Incentive Plan. See "Certain Relationships and
Related Transactions".

EMPLOYMENT AGREEMENT

Mr. Kiedaisch is employed full time pursuant to an employment agreement
with Bolle, which as amended during 1998 provides for a term ending on December
31, 2001, 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 $275,000 and entitles Mr.
Kiedaisch to a bonus each year which varies based on our annual earnings
reaching certain milestones. Mr. Kiedaisch also received a grant of Lumen
options which were exchanged upon the completion of our spinoff from Lumen for
166,667 options to purchase shares of common stock. During 1998, Mr. Kiedaisch
received a grant of 100,000 Bolle options. Pursuant to a separate Memorandum of
Understanding, Mr. Kiedaisch will be entitled to a cash payment from Bolle if
the value of the nominal gains on the options at the close of business on July
6, 2001 falls below certain levels as follows: if Mr. Kiedaisch is still
employed on July 6, 2001 or his employment has been terminated prior to that
date without cause, and the nominal gain is less than $500,000, Bolle shall pay
to Mr. Kiedaisch the difference between $500,000 and the nominal gain. If Mr.
Kiedaisch's employment has been terminated prior to July 6, 2001 other than
without cause, and the nominal gain is less than $338,000, Bolle shall pay to
Mr. Kiedaisch the difference between $338,000 and the nominal gain. The
employment agreement restricts Mr. Kiedaisch from competing against Bolle and
its affiliates in the United States or any other territory where Bolle does
business or in which Bolle 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. Bolle 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. Bolle 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 1998 STOCK INCENTIVE PLAN

In January 1998, our Board of Directors adopted the 1998 Stock
Incentive Plan under which 2,500,000 shares of common stock are reserved for
issuance pursuant to the grant of stock-based awards under the plan. Pursuant to
the plan, employees, officers, directors and consultants of Bolle and its
subsidiaries and affiliates (other than employees subject to a collective
bargaining 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 any combination of such equity-based incentives
as set forth below.

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<PAGE>

The plan is administered by our full board of directors 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 of our eligible officers, employees and
consultants 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 3,333
shares of common stock in connection with our spinoff from Lumen. On the date
that a person first becomes a non-employee director, he or she will
automatically be granted an option to purchase 3,333 shares of common stock.
Thereafter, beginning in 1999, on the date of each annual meeting of
stockholders, each non-employee director will automatically be granted an option
to purchase 1,000 shares of 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 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. All director options will be NQSO's (as defined
below).

Also in connection with our spinoff from Lumen, salaried employees,
sponsored athletes and other consultants of Bolle who previously had been
awarded options to purchase Lumen shares under Lumen's stock option plan were
granted substitute options under the plan; their Lumen options were canceled.
Such substitute options were granted at in-the-money exercise prices determined
to provide the optionee with the same unrealized economic gain (if any) that he
or she enjoyed in his or her Lumen options at the time of the spinoff and were
granted on proportionate vesting schedules based on the vesting schedules of
their Lumen options. In addition, management employees of Lumen who are
providing services to Bolle as non-salaried officers and consultants of Bolle
under the Management Services Agreement were granted options under the plan on
the same basis as the options noted above. However, these options are new
options rather than substitute options (as the recipients retained their
original options in Lumen). Some of these in-the-money grants were immediately
taxable to the recipients, with the balance of the grants taxable upon vesting
or exercise. The actual gain (if any) to the recipients of the new options will
be realized immediately, upon vesting or upon exercise of the options. These
grants, which were designed to reward and incentivize the recipients as
non-salaried officers and consultants to Bolle, are otherwise equivalent to the
salaried employee, sponsored athlete and consultant grants. The actual gain (if
any) to the recipients of the substitute options will be realized only upon
exercise of any such options. Total options granted was 860,330, at an average
exercise price of $1.64 per share. All such options are NQSOs (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 of the fair market value of the
common stock on the date of grant in the case of ISOs and the par value in the
case of NQSOs. The option exercise price for all options granted under the plan
may be paid in cash or

73
<PAGE>

in shares of 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 Bolle 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 Bolle an amount of sale or
loan proceeds sufficient to pay the exercise price.

A stock appreciation right (a "SAR"), may be granted by the Committee
as a supplement to a related stock option or may be granted independently 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 independently of any
option will vest and lapse according to the terms and conditions set by the
Committee. A SAR will entitle its holder to be paid an amount equal to the
excess of the fair market value of the 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
common stock on the date of grant in the case of a SAR granted independently of
an option.

Shares of 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 Bolle 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 of common stock to the recipient if continued
employment or other conditions established by the Committee at the time of grant
are attained.

A performance share unit award will provide for the future payment of
cash or the issuance of shares of the 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 common stock to be distributed to the
participant.

During the year ended December 31, 1998, Bolle granted 385,500 options
under the plan, and also granted 829,164 replacement options of equivalent Lumen
options which were canceled in connections with our spinoff from Lumen. Of the
new options granted 28% were granted to named executive officers and directors
of Bolle.

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<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MANAGEMENT SERVICES AGREEMENT

In connection with our spinoff from Lumen, we entered into a Management
Services Agreement with Lumen. Pursuant to the Management Services Agreement,
Lumen agreed to provide certain management services to Bolle, including services
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, Lumen
also agreed to make available to Bolle the services of Mr. Martin E. Franklin
and Mr. Ian G. H. Ashken. As compensation for its services, Lumen was 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. On September 23, 1998, Bolle
entered into Amendment No. 1 to Management Services Agreement, among Bolle,
Lumen and Marlin Holdings, Inc., of which Mr. Franklin is the Chairman, Chief
Executive Officer and a principal stockholder and Mr. Ashken is the Vice
Chairman and a principal stockholder, pursuant to which, in effect, Lumen
assigned its rights and obligations under the Management Services Agreement to
Marlin, which assumed Lumen's obligation thereunder, and the monthly management
fee payable by Bolle was reduced from $60,000 to $50,000. The Management
Services Agreement was also amended to have an initial term of four years, and
will thereafter be automatically renewed for successive one-year periods until
terminated by either party upon 90 days' written notice. In connection with
entering into such amendment, (i) Bolle consented to the assignment and released
Lumen from its obligations pursuant to the Management Services Agreement arising
from October 1998 through the remainder of the term and (ii) Lumen assigned to
Bolle any and all claims it has or may have relating to certain litigation and
Bolle agreed to defend, indemnify and hold Lumen harmless against all claims,
damages, losses, liabilities, cost and expenses incurred in connection with such
litigation, including without limitation defending any counter-claims.

CONTRIBUTION AGREEMENT AND INDEMNIFICATION AGREEMENT

Pursuant to a Contribution Agreement entered into by Lumen and Bolle in
connection with our spinoff from Lumen, Lumen assigned to Bolle all of Lumen's
assets other than those related to the ORC Business (as defined in the
Contribution Agreement) and certain other specified assets retained by Lumen,
and Bolle assumed all of Lumen's liabilities prior to the spinoff other than
those related to the ORC Business. In addition, pursuant to an Indemnification
Agreement between Lumen, ILC Technology, Inc. and Bolle, Bolle is required to
indemnify Lumen against all of Lumen's liabilities prior to the spinoff other
than substantially all liabilities related to the ORC Business. In October 1998,
Bolle entered into Amendment No. 1 to the Indemnification Agreement pursuant to
which, among other things, the Indemnification Agreement was amended to clarify
that Bolle was not required to indemnify and hold Lumen harmless from and
against losses incurred or arising from any environmental laws relating to
Voltarc Technologies, Inc.

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<PAGE>

RELATIONSHIPS WITH DIRECTORS

EMPLOYMENT AGREEMENTS.

Mr. Franck Bolle, a director of Bolle, is employed full-time by Societe
Bolle SNC, an indirectly wholly owned subsidiary of Bolle, as Director of
International Operations, pursuant to an employment agreement with Bolle SNC.
This agreement was originally entered into in July 1997 and was amended
effective January 1, 1999. During 1998, Bolle was committed to pay basic annual
gross base remuneration in the French Franc equivalent of approximately
$280,000, to be increased by a minimum of 3% annually after the first year. In
addition, Franck Bolle is entitled to a bonus for the year ended 1999 of 25% to
50% of his annual salary if Bolle meets or exceeds its annual budgetary
objectives. The agreement shall continue until terminated by either party upon
three-months prior written notice, provided, however, that if Bolle terminates
the 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 or she would have received from the date of termination to July 9, 2000.
The agreement provides that if the employee terminates his or her employment, he
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. An amendment, effective January 1, 1999, reduced the annual
salary of Mr. Franck Bolle to a level commensurate with his current duties of
approximately $168,000 per year, leaving the other terms of the agreements the
same. The difference between the originally agreed salary level and the new
salary for the remainder of the term of the agreement was be paid in cash in
1999.

Mr. Kiedaisch, the Chief Executive Officer and a director of Bolle, is
employed full time pursuant to an employment agreement with Bolle. See
"Executive Compensation--Employment Agreement."

BOLLE PREFERRED STOCK AND WARRANTS. Each of Mr. Franck Bolle and Ms.
Patricia Bolle Passaquay holds 12,614 shares of Series A preferred stock and
1,975 shares of Series B preferred stock, and Bolle warrants for the purchase of
up to 132,724 shares of common stock. Mr. Bolle and Ms. Bolle Passaquay may not
sell their Series B preferred stock without the prior written consent of at
least 90% of the then outstanding shares of the Series B preferred stock until
Bolle has redeemed all the shares of the Series B preferred stock or the
subordinated debt (as defined below). For a description of the rights and
preferences of the Series A and Series B preferred stock and a description of
the warrants, see "Description Of Capital Stock."

CERTAIN TRANSACTIONS

BOLLE FRANCE ACQUISITION. On July 10, 1997, Lumen acquired and
contributed to Bolle all of the issued and outstanding share capital of Bolle
France. Pursuant to the terms of the Share Purchase Agreement, Bolle acquired
from the sellers of Bolle France all of the issued and outstanding share capital
of Bolle France, Bolle Diffusion Sarl and the related land, in exchange for
approximately $54,700,000 consisting of the following, not including transaction
expenses of approximately $3,600,000: (a) $31,000,000 in cash; (b) warrants to
the sellers to purchase Lumen common stock which have since been exchanged for
warrants to purchase an aggregate of

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663,618 shares of Bolle common stock with an exercise price of $9.95 per share;
(c) ten thousand (10,000) shares of Lumen Series A preferred stock having an
aggregate liquidation preference of approximately $9,300,000 issued pursuant to
the terms of the Certificate of Designations of Lumen Series A preferred stock;
(d) one hundred (100) shares of Bolle common stock valued at approximately
$3,300,000, being the minimum value of the common stock to be issued to the
sellers pursuant to the Share Purchase Agreement; and (e) sixty-four thousand
one hundred twenty (64,120) shares of Series A preferred stock having an
aggregate liquidation preference of approximately $11,100,000 issued pursuant to
the terms of the Certificate of Designations of the Series A preferred stock of
Bolle. On July 10, 1997, Lumen 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
NationsBank credit agreement.

The Share Purchase Agreement provides that none of the sellers may
dispose of their shares of 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"), Bolle shall pay on such date in
cash or freely tradable stock the difference between the actual value of the
shares and the minimum value. In addition, pursuant to letters dated July 9,
1997 and December 4, 1997 from Martin Franklin to the sellers, including Mr.
Franck Bolle and Ms. Patricia Bolle Passaquay, Mr. Franklin will refrain from
selling any shares of common stock which he received pursuant to our spinoff
from Lumen for so long as the Series B preferred stock shall not have been
redeemed in full by Bolle. In connection with our spinoff from Lumen, each of
Mr. Franck Bolle, Ms. Patricia Bolle Passaquay, Ms. Christelle Roche and Ms.
Brigitte Bolle were issued approximately 55,000 shares of common stock and each
of Mr. Robert Bolle and Mr. Maurice Bolle were issued approximately 27,500
shares of common stock. All of the shares of common stock received by the
sellers, including Mr. Franck Bolle and Ms. Patricia Bolle Passaquay, pursuant
to the Share Purchase Agreement and this dividend, bear the rights and
obligations described above.

In connection with our spinoff from Lumen, the company agreed to assume
all obligations and liabilities of Lumen to each seller, including Mr. Franck
Bolle and Ms. Patricia Bolle Passaquay, incurred by Lumen in connection with the
purchase of Bolle France and Lumen was then released from all such obligations
and liabilities. As a result, Bolle became solely responsible for Lumen's
indemnification obligations for breach of its representations and warranties
made to the sellers, including Mr. Franck Bolle and Ms. Patricia Bolle
Passaquay, in the Share Purchase Agreement.

INDEBTEDNESS TO RELATED PARTIES. During the year ended December 31,
1997 and the interim period ended March 12, 1998, Bolle was party to a revolving
intercompany credit arrangement with Lumen. In connection with our spinoff from
Lumen, Lumen repurchased all the shares of Lumen preferred stock held by Bolle
in exchange for the cancellation of intercompany debt owed by the Company to
Lumen. At the time of the spinoff, Bolle entered into the NationsBank credit
agreement and there are no further credit arrangements between Lumen and Bolle.

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NON-COMPETE AGREEMENT. In connection with our spinoff from Lumen,
pursuant to the transfers made from Lumen to Bolle under the Contribution
Agreement, Bolle became party to a non-compete agreement entered into with Steve
N. Haber, the former Chairman of the Board, Chief Executive Officer and
President of Bolle America in November 1995. Mr. Haber agreed, on January 1,
1999 and continuing through December 31, 2005, not to compete against Bolle in
the eyewear or optical, opthalmic or optometric businesses in any geographic
area in which Bolle 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 Bolle's confidential
information.

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STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of ______, 1999 (a) the name, address
and holdings as to each person (including any "group" as defined in Section
13(d) of the Securities Exchange Act of 1934, as amended) known by Bolle to be
the beneficial owner of more than five percent of the common stock, and (b) the
beneficial ownership of common stock of each of the executive officers and
directors of Bolle and all executive officers and directors of Bolle as a group.
<TABLE>
<CAPTION>

NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE PERCENTAGE OF CLASS
OWNER OF BENEFICIAL OWNED
OWNERSHIP (1)
<S> <C> <C>
Martin E. Franklin (2)
555 Theodore Fremd Avenue
Suite B-302
Rye, New York 10580........................ 737,212 10.3%
Gary A. Kiedaisch............................ 43,666 1.6%
Ian G.H. Ashken (3).......................... 166,666 2.4%
Nora A. Bailey............................... 11,666 *
Franck Bolle................................. 195,144 2.9%
Patricia Bolle Passaquay..................... 195,144 2.9%
David L. Moore............................... 5,949 *
David S. Moross.............................. 833 *
Thomas Reed.................................. 4,187 *
All Executive Officers and Directors
as a group (9 persons)..................... 1,360,467 17.8%
Millbrook Partners, L.P.(4)
2102 Sawgrass Village Drive 15.4%
Ponte Vedra Beach, Florida 32082........... 1,020,865
Marvin Schwartz(5)
605 Third Avenue
New York, New York 10158................... 463,157 7%
OZ Management, L.L.C. (6)
153 East 53rd Street
New York, New York 10022................... 1,821,388 22.1%
</TABLE>

- ---------------
*Less than 1%.

(1) Shares not outstanding but deemed beneficially owned by virtue of the right
of an individual to acquire them within sixty (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.

(2) Excludes 5,127 shares of common stock held in trust for Mr. Franklin's minor
children as to which shares Mr. Franklin disclaims beneficial ownership.

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(3) Excludes 8,333 shares of common stock held in trust for Mr. Ashken's minor
children, as to which shares Mr. Ashken disclaims beneficial ownership.

(4) Based on Schedule 13D filing, dated June 11, 1998. 991,199 of these shares,
or 8.7% of the common stock are beneficially held by Millbrook Partners,
L.P. ("Millbrook"), and the remaining 29,666 shares are beneficially held by
Millbrook's general partner, Mark M. Mathes.

(5) In a Schedule 13D filing dated March 26, 1998, Marvin Schwartz, acting in
his personal capacity and not as a principal of Neuberger & Berman, reported
beneficial ownership of such shares.

(6) 1,333,333 shares issuable at any time at the option of OZ Master Fund, Ltd.
upon conversion of $7,000,000 aggregate principal amount of the Convertible
Notes, subject to the provisions of the Convertible Note Purchase Agreement.
Includes 248,055 additional shares held by OZ Master Fund, Ltd. and 240,000
shares held by its affiliate Och-Ziff Capital Management, L.P., over which
OZ Management, L.L.C., the investment manager to the foregoing entities, may
be deemed to have investment power.

1999 EMPLOYEE STOCK PURCHASE PLAN

In June 1999, our stockholders approved the Bolle Inc. 1999 Employee
Stock Purchase Plan. The purchase plan is a broad based plan intended to provide
our eligible employees with a convenient method of becoming Bolle stockholders.

SUMMARY DESCRIPTION

The purchase plan provides eligible employees with the opportunity to
purchase shares of common stock pursuant to a payroll deduction program. The
purchase plan provides for offering periods of six months, unless the
Compensation Committee of the board of directors otherwise determines, during
which contributions may be made to purchase shares of our common stock. At the
end of each offering period, shares of common stock are purchased automatically
at a price equal to the lesser of 85% of the market price of shares of common
stock at the beginning of the offering period or 85% of the market value of
shares of common stock on the last day of the offering period. There currently
are approximately _______ employees eligible to participate in the purchase
plan. The closing price of a share of common stock on _____, 1999 was $______.
The purchase plan will continue in effect until all shares of common stock
available for issuance under the purchase plan have been issued, unless
terminated earlier in the discretion of the board of directors or upon the
occurrence of certain types of corporate transactions.

An employee may elect to have up to fifteen percent (15%) of his or her
compensation withheld and applied to the purchase of shares of common stock
under the Purchase Plan. Compensation for this purpose means the participant's
total compensation, which includes regular base earnings paid by Bolle or
subsidiaries designated by Bolle board of directors sales commissions, overtime,
bonuses and incentive payments, and elective contributions that are not
includible in income under the Internal Revenue Code. However, during any
calendar year, no employee is entitled to purchase shares of common stock under
the purchase plan having a value of more than $25,000.

Each participant will be granted a separate purchase right for each
offering period in which the individual participates. The purchase right will be
granted on the first day of such offering period and will be automatically
exercised on the last day of the offering period.

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There are 500,000 shares of common stock available for issuance under
the purchase plan. In the event of any change in our common stock subject to the
purchase plan, or subject to any purchase right granted under the purchase plan
(through merger, consolidation, reorganization, recapitalization, stock
dividend, split-up, combination of shares, exchange of shares, change
incorporate structure, or otherwise), the Compensation Committee will make
appropriate adjustments to (i) the class and maximum number of shares of common
stock subject to the purchase plan, (ii) the class and maximum number of shares
of common stock purchasable by each participant per offering period and (iii)the
class and number of shares of common stock and price per share of common stock
subject to outstanding purchase rights, in order to prevent the dilution or
enlargement of benefits under the purchase plan.

Each employee of Bolle, and of such subsidiaries as our board of
directors or Compensation Committee shall from time to time designate, may
participate in the Purchase Plan. However, employees whose customary employment
with Bolle or any such subsidiary is less than twenty (20) hours per week or
more five months per calendar year will not be eligible to participate in the
purchase plan. Further, an employee will not be eligible to participate if such
individual would, immediately after the grant of purchase rights, own or hold
outstanding options or other rights to purchase stock possessing five percent
(5%) or more of the total combined voting power or value of all classes of stock
of Bolle.

An eligible employee may enroll in the purchase plan at the beginning of
any Offering period. Payment for common stock under the purchase plan shall be
effected by means of the participant's authorized payroll deductions or such
other means as the Compensation Committee may authorize. Payroll deductions will
begin with the first pay day following the commencement of an offering period
and will (unless sooner terminated by the participant) remain in effect for
successive offering periods. Interest will not accrue on amounts withheld from a
participant's compensation or otherwise held in an account established for a
participant.

A participant may withdraw from the purchase plan, effective on the
first day of the next payroll period, by filing the appropriate form with the
Compensation Committee. Any payroll deductions previously collected from the
participant and not previously applied to the purchase of common stock will, at
the participant's election, be refunded or held for the purchase of shares of
common stock on the next purchase date immediately following such termination.
If no such election is made, then such funds will be refunded. An employee who
has withdrawn from an offering period may not again participate in the purchase
plan until the next offering period.

Fractional shares of common stock will not be issued under the purchase
plan. Any accumulated payroll deductions which would have been used to purchase
fractional shares, unless refunded pursuant to the terms of the purchase plan,
will be held for the purchase of common stock in the next following Offering
Period, without interest.

Because the purchase of shares of common stock under the purchase plan
is discretionary with all eligible employees, it would not be meaningful to
include information as to the number of shares of common stock which would have
been distributable during fiscal 1998 to all employees,

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or to groups of employees, or to any particular employee of Bolle or any
subsidiary had the purchase plan been in effect during the year.

The board of directors may amend, suspend, or discontinue the purchase
plan with respect to any shares of common stock at any time not subject to
purchase rights. However, no such action may, without the approval of
stockholders of Bolle, increase the number of shares of common stock subject to
the purchase plan (other than for the permitted adjustments described above), or
cause the purchase plan to fail to meet the requirements of an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code.

The purchase plan is administered by the Compensation Committee. The
Compensation Committee full authority to interpret and construe any provision of
the purchase plan and to adopt such rules and regulations for administering the
purchase plan as it may deem necessary. Decisions of the Compensation Committee
will be final and binding on all parties who have an interest therein.

OTHER BENEFIT PLANS FOR NAMED EXECUTIVE OFFICERS

Named executive officers are eligible to participate in benefit plans
which are generally available to our employees, including a 401(k) savings plan
and health and life insurance programs. We do not maintain a pension plan or
other actuarial retirement plan for our named executive officers. Additionally,
we do not maintain any long term incentive plans exclusively for our named
executive officers.

INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS AND LIMITATION OF LIABILITY

Our Amended and Restated Certificate of Incorporation includes a provision that
eliminates the personal liability of our directors for monetary damages for
breach of fiduciary duty as a director, except for liability:

o for any breach of the director's duty of loyalty to Bolle or its
stockholders;

o for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;

o under Section 174 of the Delaware General Corporation Law regarding
unlawful dividends and stock purchases; and

o for any transaction from which the director derived an improper personal
benefits.

Our Amended and Restated Certificate of Incorporation also provides that:

o we must indemnify our directors, officers, other employees and agents to
the fullest extent permitted by the Delaware General Corporation Law,
subject to certain very limited exceptions; and

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o we must pay expenses of our directors, and may pay expenses of our
officers, other employees, agents or trustees, incurred in connection with
a legal proceeding before the final disposition of such proceeding.

These provisions are permitted under the Delaware General Corporation Law. In
addition, our Bylaws provide that we must indemnify our directors and officers
to the fullest extent permitted by the Delaware General Corporation Law.

We have entered into indemnity agreements with each of our directors and
executive officers to give them additional contractual assurances regarding the
scope of the indemnification described above and to provide additional
procedural protections. In addition, we have obtained directors' and officers'
insurance providing indemnification for our directors, officers and management
employees for liabilities arising as a result of their employment at Bolle. We
believe that these indemnification provisions and agreements are necessary to
attract and retain qualified directors and officers.

The limitation of liability and indemnification provisions in our Amended and
Restated Certificate of Incorporation and Bylaws may discourage stockholders
form bringing a lawsuit against directors for breach of their fiduciary duty.
They may also reduce the likelihood of derivative litigation against directors
and officers, even though such an action, if successful, might otherwise benefit
us and our stockholders. Furthermore, a stockholder's investment may be
adversely affected to the extent we pay the costs of settlement and damage
awards against directors and officers pursuant to these indemnification
provisions.

Except as otherwise described in this prospectus, there is at present no pending
litigation or proceeding involving any of our directors, officers or employees
regarding which indemnification is sought, nor are we aware of any threatened
litigation that may result in claims for indemnification. See "Business--Legal
Proceedings."

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DESCRIPTION OF CAPITAL STOCK

Bolle's authorized capital stock consists of 30,000,000 shares of
common stock, par value $.01 per share, and 200,000 shares of preferred stock,
$.01 par value per share. As of July ___, 1999, there were outstanding ________
shares of common stock, held of record by ____ stockholders, 64,120 shares of
Class A preferred stock, held of record by six stockholders, and 10,000 shares
of Class B preferred stock, held of record by six stockholders.

The following description of our common stock, preferred stock,
warrants, and convertible notes is only a summary, and does not purport to be
complete. For a full understanding of these documents and the terms of our
capital stock, you should read the original documents, which are included as
exhibits to the registration statement of which this prospectus forms a part.

COMMON STOCK

Holders of our common stock are entitled to one vote for each share
held on all matters submitted to a vote of stockholders. Cumulative voting for
the election of directors is not authorized by our Amended and Restated
Certificate of Incorporation, which means that holders of a majority of the
shares of our common stock can elect all of the directors then standing for
election. Holders of our common stock are entitled to receive ratably any
dividends declared by our board of directors, subject to any preferential
dividend rights of outstanding preferred stock. Upon the liquidation,
dissolution or winding up of Bolle, the assets legally available for
distribution to stockholders are distributable ratably among the holders of our
common stock after the payment of the liquidation preference on the Series A
preferred stock, the liquidation preference and any accrued dividends on the
Series B preferred stock and the payment obligations on any other outstanding
shares of preferred stock. The common stock is not entitled to preemptive,
subscription, redemption or conversion rights. Each outstanding share of common
stock is, and all shares of common stock to be outstanding upon completion of
this rights offering will be, fully paid and non-assessable.

PREFERRED STOCK

GENERAL

The board is authorized, subject to any limitations prescribed by law,
to issue up to 200,000 shares of preferred stock in one or more series. The
board can fix the rights, preferences and privileges of the shares of each
series and any qualifications, limitations or restrictions thereon. The board
may authorize the issuance of preferred stock with voting or conversion rights
that could adversely affect the voting power or other rights of the holders of
common stock. The issuance of preferred stock, while providing flexibility in
connection with possible acquisitions and other corporate purposes, could, among
other things, have the effect of delaying, deferring or preventing a change in
control of Bolle. See "Risk Factors--Certain provisions of our Indemnification
Agreement and of our charter may deter potential acquirors."

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SERIES A PREFERRED STOCK

We entered into an Amended and Restated Share Purchase Agreement as of
July 9, 1997, with Mr. Robert Bolle, Mr. Maurice Bolle, Mr. Franck Bolle, Ms.
Patricia Bolle Passaquay, Ms. Brigitte Bolle and Ms. Christelle Roche, who were
the sellers of Bolle France, as partial consideration for the acquisition of
Bolle France. Pursuant to this agreement, we issued these sellers of Bolle
France a total of 64,120 shares of Series A preferred stock.

Holders of Series A preferred stock are not entitled to receive
dividends. Upon any voluntary or involuntary liquidation, dissolution or winding
up of Bolle, the holders of the Series A preferred stock will be entitled to
receive, from the assets legally available for distribution to stockholders, a
payment in an amount equal to the greater of 1,000 French Francs per share or
the French Franc equivalent of US $172.41 per share of Series A Preferred Stock
before any distribution of Bolle's assets may be made to or set apart for the
holders of common stock. Once the holders of Series A preferred stock have
received the full amount of the liquidation distributions to which they are
entitled, they will have no right or claim to any of Bolle's remaining assets.
If upon any such voluntary or involuntary liquidation, dissolution or winding
up, Bolle does not have sufficient available assets to pay the amount of the
liquidation distributions on all outstanding shares of Series A preferred stock,
then the holders of the Series A preferred stock will receive their
proportionate share of the assets available for distribution. The Series A
preferred stock is not convertible or exchangeable for any other securities.

We must redeem the Series A preferred stock is redeemable upon 10 days'
prior written notice on the third anniversary of its issuance, subject to the
provisions of our senior indebtedness in effect at the effective time of our
spinoff from Lumen, which includes indebtedness under our NationsBank credit
agreement. Prior to that, we may redeem any shares of Series A preferred stock
at any time upon 10 days' prior written notice. In addition, if our EBITDA
exceeds US $18,400,000 for the fiscal year 1998 or US $24,700,000 for the fiscal
year 1999, we must redeem any shares of Series A preferred stock then
outstanding upon 10 days prior written notice, and within 110 days after the
close of the relevant fiscal year, provided that we would both remain in
compliance with the financial covenants contained in our senior indebtedness
after giving effect to the redemption and we are able to borrow at least US
$2,000,000 under the terms of the senior indebtedness. If we do not redeem the
Series A preferred stock in full by its due date, we will have to pay interest
on the Series A preferred stock beginning in July 2000.

Generally, the Series A preferred stock has no voting rights. However,
if we do not give notice of a redemption within three years of the date of
issuance of any shares of Series A preferred stock, the holders of more than 90%
of those shares will have the right to cause us to use commercially reasonable
efforts to either obtain cash in order to redeem those shares in full or to
cause a commercially reasonable sale of Bolle's assets or the merger,
consolidation or other reorganization of Bolle. As long as any shares of Series
A preferred stock are outstanding, we may not alter or change the rights,
preferences or privileges of those shares or issue any class or series of
preferred stock which has dividend, redemption or liquidation rights that are
senior to or equal with the rights of the Series A preferred stock. The Series A
preferred stock may only be transferred to persons who are already holders of
Series A preferred stock.

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SERIES B PREFERRED STOCK

Holders of our Series B preferred stock are entitled to accrue
cumulative cash dividends, whether or not declared by the board, payable
semi-annually at an average rate of 7.5% of the liquidation preference, as
described below, for 1999 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 Bolle, the holders of Series B
preferred stock will be entitled to receive, from the assets legally available
for distribution to stockholders, the payment of a liquidation preference equal
to 5,500 French Francs ($930 at the July 10, 1997 exchange rate of 5.9197 used
to convert into U.S. dollars all amounts denominated in French Francs paid by
Lumen in connection with the acquisition of Bolle France) per share of Series B
preferred stock plus any accumulated and unpaid dividends thereon. After the
holders of Series B preferred stock have been paid the full amount of the
liquidation distributions to which they are entitled, they will have no right or
claim to any of Bolle's remaining assets. If upon any such voluntary or
involuntary liquidation, dissolution or winding up, Bolle does not have
sufficient assets to pay the amount of the liquidation distributions on all
outstanding shares of Series B preferred stock, then the holders of Series B
preferred stock will receive their proportionate share of the assets available
for distribution. The Series B preferred stock is not convertible or
exchangeable for any other securities.

We may redeem all or some of the shares of Series B preferred stock for
cash or by issuing a subordinated debt instrument to the holders of the Series B
preferred stock that has substantially the same terms as the Series B preferred
stock. In addition, upon 10 days written notice, Series B preferred stock is
redeemable no later than the earliest to occur of:

o the third anniversary date from the issuance of the Series B preferred
stock, if we are allowed to do so under the terms and conditions of our
senior indebtedness, or as soon thereafter as we are allowed to do so;

o the closing of any equity financing by Bolle, but only to the extent of the
net cash proceeds of the financing and no more than the redemption price of
the shares of Series B preferred stock that are still outstanding at that
time, and only if we are allowed to do so under the terms and conditions of
our senior indebtedness; or

o a change of control resulting in our payment in full of all amounts due
under our senior indebtedness.

Generally, the Series B preferred stock has no voting rights. As long
as any shares of Series B preferred stock are outstanding, we may not, without
the consent of the holders of at least 90% of those shares:

o alter or change the rights, preferences or privileges of such shares;

o declare or pay a dividend or otherwise make a distribution on any security
issued by Bolle which is junior to the Series B preferred stock, including
the Series A preferred stock;

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o enter into any agreements that prohibit us from declaring or paying
dividends on the Series B preferred stock or redeeming the Series B
preferred stock or subordinated debt, as the case may be; or

o issue any class or series of preferred stock series of preferred stock
which has dividend, redemption or liquidation rights that are senior to or
equal with the rights of the Series B preferred stock.

WARRANTS

Under the warrant agreement with the sellers of Bolle France, we issued
warrants for the purchase of 663,618 shares of common stock. These warrants are
exercisable during the period from July 9, 1999 until July 9, 2001 at an
exercise price of $9.95 per share. The exercise price is subject to certain
adjustments which protect the warrantholders from dilution. Among other
adjustments, the number of shares for which each warrant can be exercised will
be increased to avoid dilution if we sell additional shares at a price lower
than the market price of our common stock on the date of such sale. As a result,
if the market price of our common stock is higher than the subscription price of
this rights offering on the date we close this rights offering, the holders of
these warrants will be entitled to purchase additional shares upon the exercise
of their warrants to protect them from a dilution of their ownership interest in
Bolle. The warrants may only be transferred during the exercise period, and only
if they are registered under the Securities Act of 1933 and state securities
laws or if the transfer is exempt therefrom.

The warrants may only be exercised for the purchase of at least 17,000
shares of common stock or for the remaining amount of shares that the
warrantholder is then able to purchase upon exercise of the warrant. A
warrantholder may also choose to make a cashless exercise of the warrant, in
which case the warrantholder would receive fewer shares of common stock than if
the warrantholder had paid cash for the exercise.

We must notify the holders of the warrants at least 20 days before the
record date of any transaction in which we:

o pay any dividend on our common stock or make any distribution to the
holders of our common stock;

o offer pro rata subscription rights to the holders of our common stock;

o offer any other rights to the holders of our common stock;

o engage in any capital reorganization, reclassification, consolidation,
merger, or disposition of all or substantially all of our assets; or

o engage in a voluntary or involuntary dissolution, liquidation or winding up
of Bolle.

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 may
cause us to register those shares under the Securities Act of

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<PAGE>

1933 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
July 9, 1999 we intend to file a registration statement for the registration of
an offering of equity securities with the Securities and Exchange Commission,
the holders of shares issued pursuant to the exercise of these warrants must be
given at least 30 days prior notice and may have the shares described above
included in the registration statement. In this event, we must pay all
registration expenses.

CONVERTIBLE NOTES

On May 29, 1998, we issued $7,000,000 in zero coupon convertible
subordinated notes to Oz Master Fund, Ltd., under an exemption from registration
under the Securities Act of 1933. The convertible notes are convertible at any
time at the option of the noteholders, and under certain circumstances at our
option, into a maximum of 1,333,333 shares of common stock. Under certain
circumstances, including if we fail to convert or redeem the convertible notes
when due, we will be required to repay the principal amount (up to a maximum of
$7,000,000) in cash and issue up to a maximum of 360,000 shares of common stock
to the holder(s) of the convertible notes. The convertible notes mature on May
29, 2002.

88
<PAGE>

PLAN OF DISTRIBUTION

We are distributing non-transferable Rights, at no cost, to the holders
of our common stock outstanding as of the record date. See "The Rights Offering
- -- The Rights." Each Right will entitle the holder thereof to receive, upon
payment of the subscription price, one share of common stock. Record date
stockholders who fully exercise all Rights distributed to them will also be
entitled to subscribe at the Subscription Price for shares of common stock that
are not otherwise purchased pursuant to the exercise of Rights, subject to
proration by Bolle under certain circumstances. See "The Rights Offering --
Subscription Privileges."

Assuming ___% of the Rights are exercised (including any Rights
exercised pursuant to the over-subscription privilege), we will receive
approximately $___ in net cash proceeds for the Rights offering, after payment
of approximately $ ____ of fees and expenses incurred in connection with the
rights offering. See "Use Of Proceeds."

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our annual report on Form 10-K for the year
ended December 31, 1998, as set forth in their report, which is included
elsewhere in this registration statement. Our consolidated financial statements
as of December 31, 1998 are included in reliance on Ernst & Young LLP given
their authority as experts in accounting and auditing.

The consolidated financial statements of Bolle as of December 31, 1997
and 1996 and for each of the two years in the period ended December 31, 1997
included in this Prospectus have been so included in reliance on the report
(which contains an emphasis of a matter paragraph regarding the spin-off to
Lumen shareholders and certain related transactions) of PricewaterhouseCoopers
LLP, independent accountants, given on authority of said firm as experts in
auditing and accounting.

CHANGES IN ACCOUNTANTS

During the year ended December 31, 1998, our board of directors considered
changing our independent auditors. Effective November 3, 1998, Ernst & Young LLP
was appointed to replace PricewaterhouseCoopers LLP to serve as our independent
auditors for the fiscal year ending December 31, 1998. In connection with the
audits of our two most recent fiscal years and all subsequent interim periods
preceding the dismissal of PricewaterhouseCoopers LLP, we had no disagreement
with PricewaterhouseCoopers LLP, on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which,
if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have
caused them to make reference thereto in their report on the financial
statements for that period. The reports of PricewaterhouseCoopers LLP, for that
period did not contain an adverse opinion or disclaimer of opinion nor were they
qualified as to uncertainty, audit scope, or accounting principles. The decision
to replace PricewaterhouseCoopers LLP, with Ernst & Young LLP, as our
independent

89
<PAGE>

certified accountants was unanimously approved by the Audit Committee of our
board of directors and ratified by our full board of directors on December 15,
1998.

LEGAL MATTERS

The legality of the securities offered hereby will be passed upon for
Bolle by Willkie Farr & Gallagher, New York, New York.

90
<PAGE>

BOLLE INC.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

PAGE
<S> <C>
Unaudited Interim Condensed Financial Statements
- ------------------------------------------------
Unaudited Consolidated Balance Sheet as of June 30, 1999......................
Unaudited Consolidated Statements of Operations for the three
and six months ended June 30, 1999 and 1998 ................................
Unaudited Condensed Consolidated Statements of Cash Flows for the
three and six months ended June 30, 1999 and 1998...........................
Notes to Condensed Financial Statements.......................................

Annual Financial Statements
- ---------------------------
Independent Auditors' Report..................................................
Report of Independent Accountants.............................................
Consolidated Balance Sheets as of December 31, 1998 and 1997 .................
Consolidated Statements of Operations for the years ended
December 31, 1998, 1997 and 1996............................................
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1998, 1997 and 1996 ...........................................
Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996 ...........................................
Notes to Consolidated Financial Statements....................................
</TABLE>

F-1

<PAGE>

BOLLE INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
<TABLE>
<CAPTION>

June 30, December 31,
1999 1998
----------------- -----------------
<S> <C> <C>
ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents $ 2,017 $ 1,194
Trade receivables, net 15,640 15,238
Inventories 12,593 11,210
Investments held for resale 4,922
Other current assets 3,696 3,676
----------------- -----------------
Total current assets 33,946 36,240

Property and equipment, net 5,012 5,129
Trademarks, net 29,964 34,208
Goodwill and other intangibles, net 5,528 5,245
Other assets 1,385 1,424
----------------- -----------------
Total assets $75,835 $ 82,246
================= =================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Short term debt and current portion of long term debt $15,079 $ 18,955
Accounts payable 7,598 5,851
Accrued expenses 7,818 7,455
----------------- -----------------
Total current liabilities 30,495 32,261

Long-term debt, net of current portion 2,511 3,407
Zero coupon convertible subordinated notes 7,000 7,000
Deferred tax liabilities 10,623 13,028
Other 3,170 3,063
----------------- -----------------
Total liabilities 53,799 58,759
----------------- -----------------

Minority interests 70
Mandatorily redeemable Series A Preferred Stock--redemption value
$11,055; par value $0.01; 64 shares authorized, issued and outstanding 11,055 11,055
Mandatorily redeemable Series B Preferred Stock plus accrued
interest--redemption value $10,048; par value $0.01; 10 shares
authorized, issued and outstanding 10,048 9,669

Stockholders' equity:
Common stock - par value $.01; 30,000 shares authorized; 6,895 and
6,893 shares issued and outstanding 69 69
Additional paid-in capital 38,167 38,539
Accumulated other comprehensive income (loss) (677)
1,731

Prior years' accumulated deficit (37,646) (37,646)
Current year earnings 1,020
----------------- -----------------
Total stockholders' equity 933 2,693
----------------- -----------------
Total liabilities and stockholders' equity $ 75,835 $ 82,246
================= =================
</TABLE>

See accompanying notes to financial statements

F-2

<PAGE>

BOLLE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>

Three months ended Six months ended
June 30, June 30,
-------------------------------- -------------------------------
1999 1998 1999 1998
-------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
REVENUES
Net sales $ 16,752 $ 13,748 $31,416 $ 24,476

COSTS AND EXPENSES
Cost of sales 6,978 5,931 13,756 11,218
Sales and marketing expenses 3,982 3,304 7,265 5,641
General and administrative expenses 3,916 2,937 7,723 5,273
Depreciation and amortization 599 745 1,199 1,502
Interest expense 360 311 811 794
Other income (323) (405) (1,000) (919)
-------------- -------------- ------------- --------------
Total costs and expenses 15,512 12,823 29,754 23,509
-------------- -------------- ------------- --------------

Income before taxes 1,240 925 1,662 967
Provision for income taxes 483 351 647 368
Minority interests (3) 10 (6) 10
-------------- -------------- ------------- --------------
Net income 564 1,021 589
760
Preferred dividends 191 141 383 170
-------------- -------------- ------------- --------------
Net income attributable to common stock $ 569 $ 423 $ 638 $ 419
============== ============== ============= ==============
Comprehensive income (loss) $ 144 $ 1,483 $ (1,387) $ (374)
============== ============== ============= ==============

Weighted average shares outstanding:

Basic 6,895 6,746 6,895 6,583
Diluted 7,127 7,116 7,123 6,813

Earnings per share:

Basic $ 0.08 $ 0.06 $ 0.09 $ 0.06
Diluted $ 0.08 $ 0.06 $ 0.09 $ 0.06
</TABLE>

See accompanying notes to financial statements

F-3

<PAGE>

BOLLE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
(Unaudited)
<TABLE>
<CAPTION>

Six months ended
June 30,
---------------------------------
1999 1998
--------------- --------------
<S> <C> <C>
Net cash provided by operating activities $ 1,893 $ 1,760
--------------- --------------

Cash flows from investing activities:
Non compete agreement and intangible assets (50) (350)
Capital expenditures (1,017) (372)
Proceeds from sale of assets 4,945 5,567
Cash paid for acquisitions, net of cash acquired (3,620)
--------------- --------------
Net cash used (provided) by investing activities 3,878 1,225
--------------- --------------

Cash flows from financing activities:
Proceeds from (payment on) revolving credit line (50) 121
Proceeds from (payment on) long term obligations (4,025) (6,781)
Proceeds from issuance of zero coupon convertible
subordinated notes 7,000
Proceeds from (payments on) short term obligations (173) (2,446)
Net proceeds from issuance of common stock 6
--------------- --------------
Net cash used by financing activities (4,242) (2,106)
--------------- --------------

Effect of change in exchange rate on cash (706) (23)
--------------- --------------

Net increase in cash and cash equivalents 823 856

Cash and cash equivalents at beginning of period 1,194 1,204
--------------- --------------

Cash and cash equivalents at end of period $ 2,017 $ 2,060
=============== ==============
</TABLE>

See accompanying notes to financial statements

F-4

<PAGE>

BOLLE INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six month periods ended June
30, 1999 are not necessarily indicative of the results that may be expected for
the year ending December 31, 1999.

For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for the
year ended December 31, 1998.

NOTE 2--SEGMENT INFORMATION

The Company operates and manages its operation primarily based on geographic
location. The Company has three reportable segments; North America, Europe and
Australia. Each of the Company's segments sells Bolle branded sunglasses,
goggles, safety and tactical eyewear. Products are manufactured by Bolle France
in Oyonnax, France and through subcontractors, also primarily in Oyonnax,
France. The Company's products are sold to outside distributors throughout the
world and through its owned distributors in North America, Europe and Australia.

The Company evaluates performance and allocates resources based on operating
results of the reportable segments. The accounting policies for each segment is
the same as described in the summary of significant accounting policies.
Intersegment sales and transfers are recorded at cost.

Information about the Company's reportable segments for the period ended June
30, 1999 is summarized in the following table.

Three months ended June 30,1999
<TABLE>
<CAPTION>

Elimination of
North Australia & Intersegment Consolidated
America Europe Hong Kong Transactions Total
------------- ------------- ------------- -----------------------------------
<S> <C> <C> <C> <C> <C>
Revenues from external customers $ 7,573 $7,097 $2,082 $ 16,752
Intersegment revenues 98 5,103 7 $ (5,208)
Segment profit (loss) 268 955 17 1,240
Segment assets 33,038 33,799 8,998 75,835

</TABLE>

F-5
<PAGE>

Three Months ended June 30, 1998
<TABLE>
<CAPTION>

Elimination of
North Australia & Intersegment Consolidated
America Europe Hong Kong Transactions Total
------------- ------------- ------------- -----------------------------------
<S> <C> <C> <C> <C> <C>
Revenues from external customers $ 6,093 $5,583 $2,072 $ 13,748
Intersegment revenues 3,060 245 $ (3,305)

Segment profit (loss) 757 77 91 925

Segment assets 44,823 62,065 6,697 113,585
</TABLE>

Six Months ended June 30,1999
<TABLE>
<CAPTION>

Elimination of
North Australia & Intersegment Consolidated
America Europe Hong Kong Transactions Total
------------- ------------- ------------- -----------------------------------
<S> <C> <C> <C> <C> <C>
Revenues from external customers $ 13,724 $ 13,386 $4,306 $ 31,416
Intersegment revenues 187 8,853 20 $ (9,060)

Segment profit (loss) 181 1,483 (2) 1,662

Segment assets 33,038 33,799 8,998 75,835
</TABLE>

Six Months ended June 30, 1998
<TABLE>
<CAPTION>

Elimination of
North Australia & Intersegment Consolidated
America Europe Hong Kong Transactions Total
------------- ------------- ------------- -----------------------------------
<S> <C> <C> <C> <C> <C>
Revenues from external customers $ 10,306 $ 12,098 $2,072 $ 24,476
Intersegment revenues 4,376 245 $ (4,621)

Segment profit (loss) 882 (6) 91 967

Segment assets 44,823 62,065 6,697 113,585
</TABLE>

For the three and six month periods ended June 30, 1999 and 1998, no single
customer contributed more than 10% of the Company's net sales.

F-6
<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Bolle Inc.

We have audited the accompanying consolidated balance sheet of Bolle Inc. as of
December 31, 1998, and the related statements of operations, stockholders'
equity, and cash flows for the year then ended. 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 consolidated financial statements for the year ended
December 31, 1998 referred to above, present fairly, in all material respects,
the consolidated financial position of Bolle Inc. at December 31, 1998 and the
consolidated results of its operations and its cash flows for the year then
ended in conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

Denver, Colorado
March 25, 1999

F-7
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors
And Stockholders of Bolle Inc.

In our opinion, the accompanying consolidated balance sheet 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, 1997, and the results of their operations
and their cash flows for each of the two years in the period ended December 31,
1997, 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.

As discussed in Note 1, on March 11, 1998, the Company's parent, Lumen
Technologies, Inc. (formerly BEC Group, Inc.) distributed the Company's stock to
Lumen shareholders via a spinoff. Contemporaneously with the spinoff, certain
assets and liabilities were transferred from Lumen to the Company and a portion
of the Company's indebtedness to related parties was contributed to the capital
of the Company, resulting in a decrease in current liabilities of approximately
$28 million and an increase in stockholders' equity of approximately $14
million.

PricewaterhouseCoopers LLP

Dallas, Texas
April 15, 1998

F-8
<PAGE>

BOLLE INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------
ASSETS 1998 1997
------------- -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,194 $1,204

Trade receivables, including $1,120 from related parties in 1997, less
allowances of $1,065 and $857 in 1998 and 1997, respectively 15,238 12,452
Inventories 11,210 10,934
Investment held for sale 4,922
Prepaid and other current assets 3,676 1,617
------------- -------------
Total current assets 36,240 26,207
Property and equipment, net 5,129 4,687
Trademark, net 34,208 39,029
Goodwill and other intangible assets, net 5,245 23,447
Other assets 1,424 527
------------- -------------
Total assets $82,246 $ 93,897
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:

Short-term debt and current portion of long term debt $18,955
Accounts payable 5,851 $ 6,247
Indebtedness to related parties (Note 9) 35,782
Other accrued expenses 7,455 5,914
------------- -------------
Total current liabilities 32,261 47,943
Long-term debt, net of current portion 3,407
Zero coupon convertible subordinated notes 7,000
Deferred tax liabilities 13,028 14,000
Other long-term liabilities 3,063 2,056
------------- -------------
Total liabilities 58,759 63,999
------------- -------------
Minority interests 70
Mandatorily redeemable Series A Preferred Stock--redemption value $11,055;
par value $.01; 64,120 shares authorized, issued and outstanding 11,055 11,055
Mandatorily redeemable Series B Preferred Stock plus accrued dividends--
redemption value $9,669; par value $0.01; 10 shares authorized;
9 shares issued and outstanding 9,669
Stockholders' equity:
Common stock--par value $.01; 30,000 shares authorized; 6,893 and 2
Shares issued and outstanding 69
Additional paid-in capital 38,539 23,960
Accumulated other comprehensive income 1,731 (462)
Accumulated deficit (37,646) (4,655)
------------- -------------
Total stockholders' equity (loss) 2,693 18,843
------------- -------------
Total liabilities, mandatorily redeemable preferred stock
and stockholders' equity $ 82,246 $ 93,897
============= =============
</TABLE>

F-9

<PAGE>

BOLLE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>

For the Year Ended December 31,
-------------------------------------------------
1998 1997 1996
--------------- -------------- --------------
<S> <C> <C> <C>
Net sales $52,551 $32,160 $24,425
Costs and expenses:
Costs of sales 26,304 15,354 12,130
General and administrative expenses 16,040 9,580 6,116
Sales and marketing expenses 13,650 5,285 4,872
Write-down of intangible assets 28,186
Merger and acquisition integration related expenses 3,750
Depreciation and amortization 3,162 1,477 386
Interest expense (income) 1,555 963 (256)
Other income (1,284) (693) (450)
--------------- -------------- --------------
Total costs and expenses 87,613 35,716 22,798
--------------- -------------- --------------
Income (loss) before income taxes and minority interests (35,062) (3,556) 1,627
Provision for (benefit from) income taxes (2,141) 1,099 635
Minority interests in income of consolidated subsidiary 70
--------------- -------------- --------------
Net income (loss) (32,991) (4,655) 992
Preferred dividends 598
--------------- -------------- --------------
Net income (loss) attributable to common stockholders $ (33,589) $(4,655) $992
=============== ============== ==============

Basic and diluted earnings (loss) per share $(4.98) $ (.72)
=============== ==============

Weighted average shares outstanding 6,737,672 6,469,013
=============== ==============
</TABLE>

See accompanying notes to financial statements

F-10

<PAGE>

BOLLE INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>

Common Stock
-----------------------
Accumulated
Additional Other Total
Par Paid In Accumulated Comprehensive Stockholders'
Shares Value Capital Deficit Income (Loss) Equity
------------- ----------------------- ---------------- --------------------------------
<S> <C> <C> <C> <C> <C> <C>
December 31, 1995 $ 12,770
Net income 992
Dividend to Lumen (4,019)
---------------
December 31, 1996 $9,743
===============
Beginning Balance January 1,
1997 $ 9,743 $9,743
Capitalization of Bolle Inc.-
February 3, 1997 1,900 10,915 10,915

Common stock issued in
connection with Bolle France
acquisition 100 3,302 3,302

Net loss $(4,655) (4,655)
Foreign currency translation
adjustment (462) (462)
---------------
Comprehensive loss (5,117)
---------------

------------- ----------------------- ---------------- --------------------------------
December 31, 1997 2,000 23,960 (4,655) (462) 18,843
------------- ----------------------- ---------------- --------------------------------

Shares issued in Spinoff 6,634,887 67 13,856 13,923
Shares issued for acquisitions

248,388 2 1,317 1,319
Stock options exercised 7,899 4 4
Preferred dividends (598) (598)
Net loss (32,991) (32,991)
Foreign currency translation
adjustment 2,193 2,193
---------------
Comprehensive loss (30,798)
---------------

------------- ----------------------- ---------------- --------------------------------
December 31, 1998 6,893,174 $69 $38,539 $(37,646) $1,731 $2,693
============= ======================= ================ ================================
</TABLE>

See accompanying notes to consolidated financial statements.

F-11
<PAGE>

BOLLE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>

----------------------------------------------
For the year ended December 31,
----------------------------------------------
1998 1997 1996
----------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) (32,991) $ (4,655) $ 992
Adjustments to reconcile income (loss) to net cash provided
(used) by operating activities:
Write down of intangible assets 28,186
Merger and acquisition related expenses, net of payments 1,823
Depreciation and amortization 3,162 1,477 386
Bad debt expense 460 489 73
Loss (gain) on sale of property and equipment (22) 19 1
Minority interests in net loss of consolidated subsidiaries 70
Changes in current assets and liabilities (net of effect of companies
acquired):
Accounts receivable (2,252) 2,515 821
Receivables from related parties 1,120 (1,120) (736)
Inventories 2,711 2,821 (1,470)
Other assets (1,624) (726) 291
Accounts payable 1,547 2,584 1,135
Accrued expenses (3,017) (4,128) (191)
----------------------------------------------
Net cash provided (used) by operating activities (2,650) 1,099 1,302
----------------------------------------------
Cash flows from investing activities:
Cash expended in acquisitions, net of cash received (3,812) (33,290)
Capital expenditures (1,652) (665) (319)
Proceeds from sale of fixed assets 5,682 65 2
Non-compete agreement and intangible assets (435) (100) (2)
----------------------------------------------
Net cash used by investing activities (217) (33,990) (319)
----------------------------------------------
Cash flows from financing activities:
Proceeds from revolving credit line and indebtedness to related parties 44,992 34,362
Payments to revolving credit line and indebtedness to related parties 37,866) (1,000)
Payments on long-term obligations (6,133) (18) (21)
Payments on short-term obligations (3,793)
Proceeds from issuance of common stock 4
Preferred stock redeemed and related dividends paid (553)
Proceeds from issuance of zero coupon convertible subordinated notes 7,000
----------------------------------------------
Net cash provided (used) by financing activities 3,651 34,344 (1,021)
----------------------------------------------
Effect on cash of changes in foreign exchange rates (794) (560)
----------------------------------------------
Net increase (decrease) in cash (10) 893 (38)
Cash and cash equivalents at beginning of period 1,204 311 349
----------------------------------------------
Cash and cash equivalents at end of period $1,194 $ 1,204 $ 311
==============================================
</TABLE>

See accompanying notes to consolidated financial statements.

F-12

<PAGE>

Interest paid $893 $ 46 $ 5
Income taxes paid $2,690 $2,635 *

* Income taxes were paid by Lumen for the year ended December 31, 1996 as the
Company had been part of Lumen's U.S. tax group since 1995. In 1997, only
the Company's domestic income taxes were paid by Lumen on behalf of the
Company. Accordingly, the income taxes paid by the Company in 1997
represent foreign income taxes. In 1998, taxes paid represent primarily
foreign income taxes.

NONCASH TRANSACTIONS:

1998

o The acquisitions discussed in Note 2 were 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:

Cash $ 348
Accounts receivable 1,703
Other current assets 430
Inventories 2,381
Property and equipment 304
Goodwill 5,137
Other assets 21
Short term debt (2,346)
Accounts payable and accrued expenses (1,362)

o In conjunction with our spinoff from Lumen, approximately $17 million of
indebtedness to Lumen was contributed to capital.

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:

Cash $ 1,294
Accounts receivable 9,441
Inventories 6,167
Other current assets 388
Property and equipment 3,949
Goodwill 22,642
Trademark 40,000
Other assets 181
Short-term debt (175)
Accounts payable and accrued liabilities (9,756)
Deferred tax liability (14,000)
Other long-term liabilities (1,896)
1996

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

See accompanying notes to consolidated financial statements.

F-13

<PAGE>

BOLLE INC.
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

The Company was organized on February 3, 1997 to effect the July 1997
acquisition by Lumen Technologies, Inc. ("Lumen") 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"), Bolle
France and Bolle Australia. Bolle America was acquired by Lumen in November 1995
in a transaction accounted for as a pooling of interests. Bolle Australia was
acquired effective April 1, 1998 and the transaction was accounted for as a
purchase.

The Company began trading on the NASDAQ National Market under the
symbol "BEYE" on March 12, 1998 after Lumen distributed its stock in the Company
to Lumen's shareholders (the "Spinoff"). Prior to the Spinoff, the Company was a
wholly-owned subsidiary of Lumen.

In connection with the Spinoff, pursuant to a Bill of Sale and
Assignment Agreement entered into between Lumen and the Company immediately
prior to the consummation of the Spinoff (the "Contribution Agreement"), (i)
Lumen assigned to the Company all of Lumen's assets other than assets related to
Lumen's ORC Business (as defined in the Contribution Agreement) and certain
other specified assets retained by Lumen; and (ii) the Company assumed all of
Lumen's liabilities prior to the Spinoff other than those related to the ORC
Business. Pursuant to this agreement, approximately $17 million of the Company's
indebtedness to related parties was contributed to the capital of the Company
and the remaining balance was refinanced via a bank credit facility.

In connection with the Spinoff, the Company assumed all obligations and
liabilities of Lumen to each of Maurice Bolle, Robert Bolle, Franck Bolle,
Patricia Bolle Passaquay, Brigitte Bolle and Christelle Roche (collectively, the
"Sellers," and each a "Seller") incurred by Lumen in connection with the
purchase of Bolle France, and Lumen was released from all such obligations or
liabilities. In addition, each Seller conveyed to the Company all shares of
Series A Preferred Stock of Lumen (the "Lumen Preferred Stock") held by such
Seller and the Company issued in exchange to each Seller, shares of its Series B
Preferred Stock (the "Bolle Series B Preferred Stock") in proportion to the
number of shares of Lumen Preferred Stock conveyed by such Seller to the
Company. No shares of Bolle common stock were issued to the holders of
outstanding shares of Bolle Series B Preferred Stock pursuant to the Spinoff.
Lumen canceled all warrants (the "Lumen Warrants") and the Company issued in
exchange to each holder of canceled Lumen Warrants, warrants to purchase Bolle
common stock (the "Bolle Warrants") in proportion to the number of Lumen
Warrants held by such holder prior to the cancellation.

BUSINESS

Bolle Inc. is a vertically integrated, designer, manufacturer and
marketer of Bolle(R) premium sunglasses, goggles, and tactical and safety
eyewear. 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.

F-14
<PAGE>

BASIS OF PRESENTATION

Bolle America was a wholly owned subsidiary of Lumen at the time the
Company was formed. The net assets of Bolle America were contributed to the
Company by Lumen 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 Bolle Inc. presented herein are
those of the Company's predecessor for accounting purposes, Bolle America, prior
to the acquisition of Bolle France. The results of operations of Bolle France
are included beginning on July 10, 1997, (the closing date of the Bolle France
acquisition described in Note 2 below). The results of operation of Bolle
Australia are included in the results of operations from April 1, 1998 (See Note
2).

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

For periods prior to 1997, equity is presented in the accompanying
consolidated statement 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.

Note 2--Acquisitions

Effective April 1, 1998, the Company acquired 75% of Bill Bass Optical
Pty Ltd., 100% of Bolle Asia Ltd., and the 49% of Bolle Sunglasses Ltd., not
already owned by the Company (collectively "Bolle Australia") for an aggregate
purchase price of $5.2 million, including 248,388 shares of common stock issued
upon execution of the Share Sale Agreement and $3.9 million in cash. Pursuant to
the terms of the Share Sale Agreement up to 191,312 additional shares may be
issued no later than twelve months after the closing.

Effective January 1, 1998, the Company increased its interest in Bolle
Canada, Inc. to 100% and began consolidating the entity.

A summary of the preliminary allocation of the purchase price for all
of these transactions is as follows:

(in thousands)

Current assets $ 4,862
Property and equipment 304
Goodwill 5,137
Other assets 21
Current liabilities (3,708)
----------------
$ 6,616
================

The Company determined that net book value approximated fair value for
current assets, property, plant and equipment, other assets and current
liabilities. The excess of purchase price over book value of $5.1 million was
allocated to goodwill which is being amortized over 40 years.

On July 10, 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 affiliates, for a total purchase
price of approximately $58,235, comprised of cash of $31,000, Lumen Series A
mandatorily redeemable preferred stock of $9,294, Company mandatorily redeemable
preferred stock of $11,055 and Company common stock of $3,302, as well as direct
acquisition costs of $3,584. Where such consideration was denominated in French

F-15
<PAGE>

Francs, the July 10, 1997 exchange rate of 5.9197 was used to translate to US
Dollars. A summary of the allocation of purchase price is as follows:

Current assets $17,290
Property and equipment 3,949
Goodwill 22,642
Trademarks 40,000
Other assets 181
Current liabilities (9,931)
Long term liabilities (15,896)
--------
$58,235
========

The land included in property and equipment was purchased as part of a
separate contract, therefore its specific purchase price of $422 is included as
its fair value in property and equipment. The building was revalued based on
management estimates resulting in a step up of $1,824 in value. This amount is
also included in property and equipment. For all other property and equipment
purchased, book value was assumed to approximate fair value.

The following unaudited pro forma summary presents the Company's
results of operations as if the acquisitions of Bolle France and Bolle
Australia, accounted for as purchases, had occurred at the beginning of 1997.
The 1998 pro forma results are adjusted for the Bolle Australia acquisition
only, as Bolle France's operations are included in the Company's results of
operations for the full year. This summary is provided for informational
purposes only. It does not necessarily reflect the actual results that would
have occurred had the acquisitions been made as of those dates or of result that
may occur in the future.

Summarized pro forma combined information reflecting the acquisitions
of Bolle Australia and Bolle France are as follows:

Pro Forma
Combined
------------------
1998
Net sales $ 56,079
Net loss (32,611)
Loss per share $4.73

1997
Net sales $56,080
Net loss (1,054)
Loss per share $(.16)

NOTE 3--INTANGIBLE ASSET WRITE-DOWN AND MERGER AND ACQUISITION INTEGRATION
RELATED EXPENSES

During the fourth quarter of 1998, management concluded that certain
significant operational and financial improvements that were anticipated and
planned at the time the Company acquired Bolle France have not been achieved nor
can management predict that such operational improvements will be achieved in
the future. As a result, the Company has written-down $30.4 million of
intangible assets which were recorded upon the purchase of Bolle France in July
1997. This write down to the estimated fair market value is the result of
management's

F-16
<PAGE>

assessment that an impairment has occurred to the value of these
assets after careful consideration of the business and market conditions
affecting Bolle France. Factors that affected the impairment of the carrying
value of Bolle France's intangible assets included: (i) since its acquisition,
Bolle France has consistently failed to meet initial projections and subsequent
financial forecasts, including management's financial expectations at the date
of acquisition, and Bolle France's sales have declined by approximately 10%
since the date of acquisition; (ii) the competitive market conditions in the
premium sunglass industry have had a more significant impact on the results than
anticipated at the time of acquisition; (iii) the evolution of the manufacturer
from an build-to-order, family-owned enterprise to a fully integrated
manufacturer supplying sister companies on a timely basis has been more
difficult than originally envisioned; (iv) capitalizing on the design expertise
and knowledge base in France in order to create successful, technologically
advanced, yet cost effective worldwide collections each season has been
difficult to achieve; (v) the manufacture of safety eyewear has not grown as
anticipated primarily due to failed attempts at achieving significant United
States distribution; and, (vi) realizing the synergies of vertical integration
and streamlining the brand image has been difficult to achieve due to the
fragmented brand strategies and independent distributor cultures that existed
prior to the Company's purchase of Bolle France. The benefits of vertical
integration have not had a significant impact on the Company's operating results
and management cannot predict if such synergies will favorably impact its
operations in the future.

These conditions led to operating results and forecasted future results
that were substantially less than had been anticipated at the time of the
Company's acquisition of Bolle France. The Company has revised its projections
and has determined that its projected results would not fully support the future
amortization of the goodwill and trademark balances. In accordance with the
Company's policy, management assessed the recoverability of goodwill and
trademark using an undiscounted cash flow projection based on the remaining
amortization period. Based on this projection, impairment existed at Bolle
France. Management then estimated the fair value of this asset at December 31,
1998, which resulted in the write down of the Bolle France goodwill by $24.1
million and a write-down of $6.3 million relating to the Bolle trademark. Fair
value was determined by management based upon looking at a number of valuation
methodologies including, revenue multiples and operating profit multiples. These
write downs, net of the associated release of $2.2 million of deferred tax
liability, resulted in a charge of $28.2 million.

Acquisition integration related expenses of $3.75 million in 1997
represent the following expenses incurred in connection with the integration of
Bolle France and creation of Bolle Inc.: (i) a reserve for the return of product
from the Company's owned and non-owned distributors in conjunction with the
redefining and streamlining of Bolle Inc.'s new product line, and (ii) the
legal, production and marketing expenses related to the set up of a new logo for
Bolle(R) worldwide and the creation of the first worldwide catalog.

NOTE 4--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the
Company and its wholly-owned and majority-owned subsidiaries. Investments in
less than 50% owned entities are accounted for by the equity method. Investments
in less than 20% owned entities are accounted for by the cost method. All
significant intercompany transactions, profits and accounts are eliminated in
consolidation.

Cash Equivalents

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

F-17
<PAGE>

Revenue Recognition

The Company recognizes revenue at the time of shipment 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. The Company sells to customers
throughout the world, 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.

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 Bolle France. 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. There were no such
contracts in effect during 1998. Foreign currency transaction gains and losses
are recorded in other income when the underlying transactions are settled.

Inventories

Inventories, which consist primarily of raw materials and finished
goods held for sale, are stated at the lower of cost or market value. Costs
include materials, 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.

F-18
<PAGE>

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 to its estimated fair market value. Based upon
its most recent analysis, the Company believes there has been an impairment of
the trademark and goodwill as disclosed in Note 3.

Impairment of Long-Lived Assets

The Company periodically evaluates the realizability of long-lived
assets including trademarks, goodwill and other intangible 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 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.

Earnings Per Share

Basic earnings per share is computed pursuant to SFAS No. 128 "Earnings
Per Share," by dividing net earnings or loss available to common stockholders by
the weighted average number of outstanding shares of common stock. Diluted
earnings per share includes weighted average common stock equivalents
outstanding during each year in the denominators, unless the effect is
antidilutive. Common stock equivalents consist of the dilutive effect of common
shares which may be issued upon exercise of stock options, warrants or
conversion of debt. Weighted average shares outstanding at December 31, 1998
assumes the shares issued in connection with the Spinoff were issued as of the
beginning of the year. Weighted average shares outstanding for 1997 assume the
shares issued in connection with the Spinoff were issued for the entire year.

Pension and post retirement indemnity

A provision of $396 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 depend upon the length of the employee's service and salary level. 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. There are no other pensions,
post-retirement or post-employment obligations to Bolle France as such employee
benefits are provided by the French Social Security System. During 1998 and
1997, the Company recorded expenses of $285 and $150, respectively related to
this plan.

F-19
<PAGE>

Reclassifications

Certain amounts in 1996 and 1997 financial statements have been
reclassified to conform with the 1998 presentation.

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 amounts of revenues and expenses during the reported period.
Actual results could differ from these estimates.

Fair Value

At December 31, 1998, 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:

December 31,
----------------------------------------
1998 1997
---------------- ------------------
Raw materials $ 1,494 $ 1,362
Work in progress 2,764 2,595
Finished goods 6,952 6,977
----------------- ------------------
$ 11,210 $ 10,934
================= ==================

NOTE 6--PROPERTY AND EQUIPMENT

Property and equipment consists of the following at:

December 31,
-------------------------------
1998 1997
-------------- ---------------
Land $ 444 $ 417
Buildings and improvements 2,496 2,169
Machinery and equipment 3,363 2,197
Computer hardware and software 591 847
Furniture and fixtures 475 202
-------------- ---------------
7,369 5,832
Less: accumulated depreciation (2,240) (1,145)
============== ===============
$ 5,129 $ 4,687
============== ===============

Depreciation expense for the years ended December 31, 1998, 1997 and
1996 was $1,232, $705 and $216, respectively.

F-20
<PAGE>

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

1999 $ 739
2000 655
2001 559
2002 544
2003 483
Thereafter 658
--------
$ 3,638
========

NOTE 7--INVESTMENT HELD FOR SALE

Eyecare Products plc

The Company received its 23% interest in Eyecare Products plc
("Eyecare") in the Spinoff and recorded related income of $1 million in 1998. On
February 26, 1998, as a part of a tender offer, the Company sold its investment
in Eyecare for (pounds sterling)3.1 million resulting in a $37 gain on the sale.
$3 million of the proceeds were used to repay outstanding bank debt.

NOTE 8--TRADEMARK, GOODWILL AND OTHER INTANGIBLE ASSETS

Trademark, goodwill and other intangible assets and related accumulated
amortization consist of the following:
<TABLE>
<CAPTION>

December 31,
-------------------------------
1998 1997
-------------- ---------------
<S> <C> <C>
Goodwill $ 4,522 $ 22,979
Non-compete agreement 1,000 900
Other identifiable intangible assets 316 16
-------------- ---------------
5,838 23,895
Less: Accumulated amortization (593) (448)
-------------- ---------------
$ 5,245 $ 23,447
============== ===============
Trademark $ 39,523 $ 39,523
Less: Accumulated amortization and impairment adjustment (5,315) (494)
-------------- ---------------
$ 34,208 $ 39,029
============== ===============
</TABLE>

The 1998 balances reflect the write down of goodwill and trademark
carrying values by $24,106 and $4,080, respectively. See Note 3.

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, $100 in 1998 and 1997 and will
pay $100 per year from January 1, 1999 to 2005.

F-21
<PAGE>

Amortization expense for the years ended December 31, 1998, 1997 and
1996 was $1,929, $772 and $170, respectively. The 1998 amortization expense
represents the expense prior to the write down of goodwill and reduction in
trademark. See Note 3.

NOTE 9--CREDIT FACILITIES

Short-Term Debt

Short-term debt consists of the following at December 31:

1998 1997
------------ ------------
Indebtedness to related parties $ --- $ 35,782
Revolving line of credit under Credit Agreement 14,669 ---
Overdraft facility 351 ---
============ ============
$ 15,020 $ 35,782
============ ============

Long-Term Debt

Long-term debt consists of the following at December 31:

1998
-------------
Term facility of Credit Agreement $ 7,198
Zero Coupon convertible subordinated notes 7,000
Capital Leases 144
-------------
$14,342
Less: Current portion of term facility of Credit Agreement (3,935)
=============
$ 10, 407
=============

Aggregate maturities of long-term debt are as follows:

1999 $4,017
2000 1,055
2001 1,009
2002 8,009
2003 252
Thereafter 0
---------------
$14,342
===============

F-22
<PAGE>

INDEBTEDNESS TO RELATED PARTIES

Until the Spinoff and during the years ended December 31, 1997 and
1996, the Company was party to a revolving intercompany credit arrangement with
Lumen whereby interest was earned at a rate of 5% on excess cash and interest
was charged at a rate of 8% on outstanding borrowings.

CREDIT AGREEMENT

On March 11, 1998, in connection with the Spinoff described in Note 1,
the Company entered into a $28 million credit agreement (the "Credit Agreement")
with a syndicate of lenders led by NationsBank N.A. The Credit Agreement, which
as amended as of December 31, 1998, provides for a $10 million Term Loan
denominated in French Francs, payments due quarterly over five years, and a
revolving line of credit of $16.4 million, including a letter of credit
subfacility of $5 million. The interest rate applicable to the facilities is
equal to Base Rate or the Eurodollar Rate or the French Franc LIBOR Rate (each
as defined in the Credit Agreement), as the Company may from time to time elect.
The Base Rate is generally equal to the sum of (a) the greater of (i) the prime
rate as announced from time to time by NationsBank or (ii) the Federal Funds
Rate plus one-half percent (0.5%) and (b) a margin ranging form 0% to 1%
depending on the Company's satisfaction of certain financial criteria. The
Eurodollar Rate is generally equal to the interbank offered rate, as adjusted,
to give effect to reserve requirements, plus a margin ranging from 1% to 3%,
depending upon the Company's satisfaction of certain financial criteria. The
terms of the Credit Agreement require the Company to maintain certain financial
ratios. For the year ended December 31, 1998, the average interest rate on the
Credit Agreement was 6.4%. At the end of the year the interest rate was 5.8%.

As of December 31, 1998, the Credit Agreement was amended. The
amendment, among other things, changed the requirements of certain financial
covenants and required that $3 million of the proceeds from the sale of Eyecare
be used to pay down part of the term facility.

ZERO COUPON CONVERTIBLE SUBORDINATED NOTE

On May 29, 1998, the Company issued $7,000,000 in zero coupon
convertible subordinated notes (the "Convertible Notes") to Oz Master Fund,
Ltd., under an exemption from registration under the Securities and Exchange Act
of 1934. Pursuant to the terms of the Convertible Subordinated Note Purchase
Agreement, the Convertible Notes are convertible at any time at the option of
the holders and under certain circumstances of the Company into a maximum of
1,333,333 shares of common stock. Under certain circumstances, including if the
Company fails to convert or redeem Convertible Notes when due, the Company
becomes obligated to repay the principal amount (up to a maximum of $7,000,000)
in cash and issue up to a maximum of 360,000 shares to the holder(s) of such
Convertible Notes. The Convertible Notes mature on May 29, 2002.

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. As a result of March 1998 Spinoff of the Company,
the Company for the first time will file its consolidated tax return separately
from Lumen. In addition, the Company has reorganized the structure of various
entities comprising Bolle France so that Bolle France will file one consolidated
tax return for 1998 and subsequent thereto.

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

December 31,
-----------------------------------------------------------
1998 1997 1996
----------------- ----------------- -----------------
U.S. $ (4,069) $ (4,713) $1,627
Foreign (30,993) 1,157
----------------- ----------------- -----------------
$ (35,062) $ (3,556) $1,627
================= ================= =================

F-23

<PAGE>

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

December 31,
----------------------------------------------
1998 1997 1996
------------ ------------- ------------
UNITED STATES:
Current:
Federal $542
State and local 81
Deferred $ (925) $ 445 12
---------------- ---------------- ---------------
$ (925) 445 635
---------------- ---------------- ---------------

FOREIGN:
Current 847 1,803
Deferred (2,063) (1,149)
---------------- ---------------- ---------------
(1,216) 654
---------------- ---------------- ---------------
Total provision for income
taxes $ (2,141) $1,099 $635
================ ================ ===============

The Company's effective tax rates differ from the Federal statutory
rate as follows:
<TABLE>
<CAPTION>
December 31,
----------------------------------------------------
1998 1997 1996
--------------- ---------------- ----------------
<S> <C> <C> <C>
Expected tax (benefit) at statutory rate (34.0)% (34.0)% 34.0%
State income taxes (benefit) (3.0)% (3.0)% 3.5%
Non-deductible and merger related
expenses 29.7% 7.9%
Valuation allowance 1.2% 60.0%
Other, net 1.5%
=============== ================ ================
(6.1)% 30.9% 39.0%
=============== ================ ================
</TABLE>

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

(ii)

December 31,
---------------------------------
1998 1997
-------------- --------------
Accounts receivable $263 $61
Non qualified stock options 54 54
Inventories 138 1,186
Accrued expenses 624 362
-------------- --------------

Total gross current deferred tax assets 1,079 1,663

Non-current deferred tax assets:

F-24
<PAGE>

December 31,
---------------------------------
1998 1997
-------------- --------------
Current deferred tax assets:

Net operating loss carry forward 3,892 828
Investments 3,765

Accrued expenses 478 440
Fixed assets 18 23
-------------- --------------

Total non-current deferred tax assets 8,153 1,291
-------------- --------------

Gross deferred tax asset 9,232 2,954
Valuation allowance (7,831) (2,132)
-------------- --------------
Deferred tax asset 1,401 822
-------------- --------------
Current deferred tax liability:

Other liabilities (344) (155)
Non current deferred tax liability:

Other liabilities (900)

Intangibles (12,128) (14,000)
-------------- --------------
Gross deferred tax liability (13,372) (14,155)
-------------- --------------
Net deferred tax asset (liability) (11,971) $(13,333)
============== ==============

A valuation allowance has been established for the majority of the net
tax benefit associated with all domestic carryforwards and temporary differences
at December 31, 1998, as their realization is not reasonably assured. A
valuation allowance was established for the entire net tax benefit associated
with all domestic carryforwards and temporary differences at December 31, 1997,
as their realization was also not assured. The current year effect on the income
tax provision related to the valuation allowance is a benefit of $925. The
benefit relates primarily to a change in judgment about the realizability of the
related deferred assets that management believes will be utilized in 1999.

The Company recorded a gross deferred tax asset of $9,232 and $2,954
for the years ended December 31, 1998 and 1997, respectively. Net operating loss
carryforwards amount to approximately $10.5 million and $2.2 million at December
31, 1998 and 1997, respectively. The net operating loss carryforwards begin to
expire in the year 2011.

NOTE 11--MANDATORILY REDEEMABLE PREFERRED STOCK AND WARRANTS

Series A 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 July 10, 2000, subject to the provisions of the
Credit Agreement. Prior to that time, 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 (which was not met) for the fiscal year 1998 or $24,700
for the fiscal year 1999, the Company is obligated to redeem any shares of the
Bolle Series A Preferred Stock then outstanding, provided that in each case the
Company remains in compliance with the financial covenants contained in any
senior indebtedness in effect as of June 4, 1997, as amended, after giving
effect to such redemption and $2,000 is available for borrowing by the Company
under the Credit Agreement. The carrying value of the Bolle Series A Preferred
Stock approximates its fair value.

Series B Preferred Stock

F-25
<PAGE>

In connection with the Spinoff, the Company issued 10,000 shares of
Bolle Series B Preferred Stock with a redemption value of $9.6 million.
Cumulative cash dividends were accrued at an average rate of 6.5% in 1998. Such
rate increases up to 10% beginning on January 1, 2000 and continuing until the
stock has been redeemed. 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 the Bolle Series B Preferred Stock (July 10, 2000), 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; or (iii) a change of control resulting in the
Company's payment in full of all amounts due with respect to its Senior
Indebtedness. In accordance with the Staff Accounting Bulletin 68, the Company
accrues dividends using the effective dividend rate over the term of the
Preferred Stock. The effective rate used to accrue dividends during 1998 was
7.75%.

Warrants

In connection with the Spinoff, the Company issued warrants for the
purchase of 663,618 shares of Company common stock (the "Bolle Warrants"). The
Bolle Warrants will be exercisable between July 9, 1999 and July 10, 2001 at an
exercise price of $9.95 per share, subject to certain adjustments.

NOTE 12--STOCK OPTION PLANS

Until the Spinoff, the employees of the Company were eligible to
participate in the Lumen stock incentive plan. Such options were exercisable
into common stock of Lumen. Accordingly, Lumen disclosures for the Company
employees participating in the Lumen stock incentive plan are shown below for
1997 and 1996. All option information has been restated to give effect to the
May 3, 1996 and March 12, 1998 reverse stock splits of Lumen. Upon the March
1998 Spinoff, the Company adopted its 1998 Stock Incentive Plan which is similar
to the Lumen plan. In conjunction with the Spinoff, Lumen options held by the
Company's employees and consultants were canceled and replaced with equivalent
company options.

The Company applies APB Opinion No. 25 and related Interpretations in
accounting for its stock option plans, which are described below. Accordingly,
no compensation cost has been recognized for its stock option plans. Had
compensation cost been determined based on the fair market value at the grant
dates for awards to Company employees under those plans consistent with the
method provided by SFAS No. 123, the Company's net income (loss) and net income
(loss) per share would have been as follows:
<TABLE>
<CAPTION>

December 31,
----------------------------------------------------------------
1998 1997 1996
------------------- ------------------- ------------------
<S> <C> <C> <C>
Net income (loss) attributable to common stock:

As reported $ (33,589) $ (4,655) $ 992
Pro forma $ (34,176) $ (4,884) $ 706

</TABLE>

F-26

<PAGE>

Basic and diluted earnings (loss) per share:

As reported $ (6.11) $ (.72)
Pro forma $ (6.21) $ (.75)

The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted average
assumptions used for all grants:

1998 1997 1996
-------- -- ------ ---------
Dividend yield 0% 0% 0%
Expected volatility 90% 50% 64%
Risk free rate of return 6.5% 6.5% 5%
Expected turnover 7% 7% 7%
Expected term 5 years 5 years 5 years

Until May 1996, the Company employees were eligible to participate in
the Benson Stock Incentive Plan. The weighted average fair value of all Benson
Eyecare Corporation (Lumen's predecessor, "Benson") options granted during the
year ended December 31, 1996 was $10.24 per Benson share, respectively. The
weighted average fair value of all Lumen options granted during 1997 and 1996
was $8.98 and $9.96 per Lumen share, respectively.

The Company may grant nonqualified stock options, incentive stock
options or stock appreciation rights to officers, directors, consultants and key
employees.

As a result of a merger and asset sale on May 3, 1996, all Benson
options were canceled. Option holders received consideration (including new
Lumen options) for their Benson options. Accordingly, all options were issued
under the Lumen Stock Compensation Plan, on or after May 3, 1996.

A summary of the transactions for Benson options held by Company
employees is as follows:
<TABLE>
<CAPTION>

Option Price Range Per Number of Benson
Benson Share Shares Expiration Date
----------------------- ----------------- ---------------
<S> <C> <C> <C>
Outstanding at 12/31/95 $12.26-$18.00 124 1996-2000
Granted --
Exercised -- --
Canceled -- --
Canceled in connection with
merger and asset sale $12.26-$18.00 (124)
----------------
Outstanding at 12/31/96 --
================
</TABLE>

A summary of the transactions for Lumen options held by Company
employees is as follows:

Weighted Average
Exercise
Price Per Lumen Number of
Share Lumen Options
------------------ --------------
Outstanding at 12/31/95 --

F-27
<PAGE>

Weighted Average
Exercise
Price Per Lumen Number of
Share Lumen Options
------------------ --------------
Granted 9.96 99
Exercised --
Canceled 9.96 (15)
---------
Outstanding at 12/31/96 9.96 84
Granted 8.98 439
Exercised 10.34 (2)
Forfeited 10.12 (27)
---------
Outstanding at 12/31/97 9.08 494
Canceled in connection with Spinoff 9.08 (494)
=========
Outstanding at 12/31/98 --
=========

A summary of the transactions for Company options follows:

Weighted Average
Exercise
Price Per Number of
Share Options
------------------ --------------
Outstanding at 12/31/97 --- ---
Granted 2.40 1,215
Exercised 0.84 (9)
Canceled 3.08 (3)
==========
Outstanding at 12/31/98 2.41 1,203
==========

The shares granted in 1998 include 494 Lumen options which were
replaced by 829 Company options.

Options generally vest evenly over a three-or four-year period
beginning one year from the date of grant and expire seven years from the date
of grant. The 483 exercisable options outstanding at December 31, 1998 had an
option price range of $0.01 - $5.45 and a weighted average exercise price of
$1.51 per share. The weighted average remaining contractual life of the 1,203
options outstanding at December 31, 1998 was approximately 5.5 years.

NOTE 13--RELATED PARTY TRANSACTIONS

On March 11, 1998, in conjunction with the Spinoff, (see Note 1) the
Company executed a Management Services Agreement with Lumen pursuant to which
certain executives of Lumen provided key management services to the Company. The
management services agreement was assigned by Lumen to Marlin Holdings, Inc.
effective November 1, 1998. The Agreement expires on December 31, 2003 and
thereafter automatically renews for successive one-year periods until terminated
by either party upon at least ninety days written notice. The fee for such
services is $600 per year. The Chairman and Vice Chairman of the Company are
also executive officers and shareholders of Marlin Holdings, Inc.

Mr. Franklin served as non-executive chairman of Eyecare Products
during 1998 and as a director of AAi/Foster Grant, Inc. ("AAi"). Mr. Ashken also
served as a director of Eyecare Products during 1998.

NOTE 14--COMMITMENTS AND CONTINGENCIES

The Company is subject to various litigation incidental to its
business. In connection with the Spinoff, the Company has agreed to indemnify
Lumen against liabilities which may arise from certain pending litigation.

F-28
<PAGE>

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, results of operations or cash flows of the Company. In
addition, the Company, from time to time, is a party to litigation that arises
in the normal course of business. The Company is not currently party to
litigation that would have a material adverse affect on its business or
operations.

The Company maintains an investment in preferred stock of AAi, which it
received from Lumen at the time of the Spinoff. Under the terms of the preferred
stock, the Company will receive $1 million in cash from AAi no later than
February 28, 2000. In addition, the Company will receive a further $2.5 - $3
million upon AAi undertaking a Redemption Event as defined in the agreement
between Bolle Inc. and AAi. If the Redemption Event occurs prior to February 28,
2000, the $1 million is payable at that time. Of this amount, $2.5 million is
payable to Lumen. Accordingly, the investment is recorded at only $1 million on
the balance sheet as of December 31, 1998 in other current assets. If no
Redemption Event occurs by December 2003, $2.5 million becomes payable to Lumen.

F-29
<PAGE>

NOTE 15--SEGMENT INFORMATION

The Company operates and manages its operation primarily based on
geographic location. The Company has three reportable segments; North America,
Europe and Australia. Each of the Company's segments sells Bolle branded
sunglasses, goggles and safety and tactical eyewear. Products are manufactured
by Bolle France in Oyonnax, France and through subcontractors. The Company's
products are sold to outside distributors throughout the world through its owned
distributors in North America, Europe and Australia.

The Company evaluates performance and allocates resources based on
operating results of the reportable segments. The accounting policies for each
segment is the same as described in the summary of significant accounting
policies. Intersegment sales and transfers are recorded at cost.

Information about the Company's reportable segments for the year ended
December 31, 1998 is summarized in the following table. Amounts presented
include Europe from July 10, 1997 and Australia and Hong Kong from April 1, 1998

Year Ended December 31, 1998
<TABLE>
<CAPTION>
Elimination of
North Australia & Intersegment Consolidated
America Europe Hong Kong Transactions Total

------------- ------------- ------------- -----------------------------------
<S> <C> <C> <C> <C> <C>
Revenues from external customers $ 20,210 $23,449 $8,892 $ 52,551
Intersegment revenues 149 13,427 $ (13,576)

Interest expense (747) 2,181 121 1,555

Depreciation and amortization 423 2,610 129 3,162

Segment profit (loss) (2,779) (3,088) 482 (5,385)

Write-down of intangible assets (28,186) (28,186)

Segment assets 36,965 35,806 9,475 82,246
Expenditures for long-lived assets 333 1,209 110 1,652
</TABLE>

Year Ended December 31, 1997
<TABLE>
<CAPTION>
Elimination of
North Intersegment Consolidated Total
America Europe Transactions
------------- ------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Revenues from external customers $18,711 $13,449 $32,160
Intersegment revenues 4,976 $ (4,976)

Interest expense 942 21 963

Depreciation and amortization 367 1,110 1,477

Segment profit (loss) (5,985) (1,330) (4,655)

Segment assets 11,249 82,648 93,897
Expenditures for long-lived assets 42 623 665
</TABLE>

F-30
<PAGE>

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
and acquisition integration related expenses, interest and other income, net.
Identifiable assets of geographic areas are those assets used in the Company's
operations in each area.

For the year ended December 31, 1996, the Company had sales to a
specific customer located in the United States that represented 14% of net
sales. For the years ended December 31, 1998 and 1997, no single customer
contributed more than 10% of the Company's net sales.

NOTE 16--QUARTERLY FINANCIAL DATA (UNAUDITED)

For the year ended December 31, 1998
<TABLE>
<CAPTION>

Q1 Q2 Q3 Q4
-------------- -------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Net Sales $ 10,728 $ 13,748 $ 13,733 $ 14,342
Net income (loss) attributable to common stock (4) 423 (154) (33,854)
Basic and diluted earnings (loss) per share $ .00 $ .06 $ (.02) $ (4.91)

For the year ended December 31, 1997

Q1 Q2 Q3 Q4
-------------- -------------- ---------------- ---------------
Net Sales $ 5,058 $ 5,420 $ 10,192 $ 11,490
Net income (loss) attributable to common stock (331) 412 336 (5,072)
Basic and diluted earnings (loss) per share $ (.05) $ .07 $ .05 $ (0.76)
</TABLE>

F-32

<PAGE>

[BACK PAGE OF PROSPECTUS]

UNTIL _______, 1999, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses in connection with the Rights offering are as
follows:

SEC registration fee................................................$ ___
Printing and engraving expenses...................................... ___*
Legal fees and expenses.............................................. ___*
Accounting fees and expenses......................................... ___*
Consulting fees and expenses......................................... ___*
Blue Sky fees and expenses (including counsel fees).................. ___*
Subscription and Information Agent's fees and expenses............... ___*
Transfer Agent Expenses.............................................. ___*
Miscellaneous expenses............................................... ___*
Total................................................................ $___

- ------------------
* Estimated

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Certificate of Incorporation and Bylaws of Bolle provide that Bolle
shall indemnify each person who is or was a director or officer of Bolle 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. Bolle
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 Bolle'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, Bolle 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 Bolle.

II-1

<PAGE>

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.

Article Ninth of Bolle's Certificate of Incorporation provides that the
personal liability of the directors of Bolle 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 Bolle will not be personally liable to
Bolle 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 Bolle 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,
Bolle has issued the following securities that were not registered under the
Securities Act of 1933, as amended:

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

On July 9, 1997, Bolle 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, Bolle 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, Bolle 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.

II-2
<PAGE>

The total value of the common stock issued to Lumen 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 stock at the time of issuance was $11,055,000.

On May 29, 1998, Bolle issued $7,000,000 aggregate principal amount of
its 0% Convertible Subordinated Notes due 2002 to OZ Master Fund, Ltd. based
upon an exemption from registration under Section 4(2) of the Securities Act.

In June 1998, in connection with the purchase of Bolle Australia, Bolle
issued 248,387 shares of common stock, and is obligated to issue additional
shares of common stock to reach a total valuation of $2,300,000, to Keith
Archibald Collicoat, Eric Henry Collicoat and Roger Howard Gibbons as partial
consideration for the purchase of Bolle Australia, based upon an exemption from
registration under Section 4(2) of the Securities Act.

II-3
<PAGE>

ITEM 16. EXHIBITS.

EXHIBIT NO. EXHIBIT
- ----------- -------

3.1 Amended and Restated Certificate of Incorporation. Incorporated by
reference to Exhibit 1 to Bolle's Registration Statement on Form 8-A
(Commission File No. 000-23899).

3.2 Certificate of Designations of the Series B Preferred Stock.
Incorporated by reference to Exhibit 2 to Bolle's Registration
Statement on Form 8-A (Commission File No. 00-23899).

3.3 Amended and Restated By-laws. Incorporated by reference to Exhibit 3 to
Bolle's Registration Statement on Form 8-A (Commission File No.
000-23899).

3.4 Amendment to By-laws dated March 11, 1998. Incorporated by reference to
Exhibit 3.4 to Bolle's Annual Report on Form 10-K for the year ended
December 31, 1997 (Commission File No. 000-23899).

4.1 Specimen of Stock Certificate. Incorporated by reference to Exhibit 4
to Bolle's Registration Statement on Form 8-A (Commission File No.
000-23899).

4.2 Amended and Restated Share Purchase Agreement dated July 9, 1997 among
BEC Group, Inc. ("BEC") (renamed Lumen Technologies, Inc. on March 11,
1998) and Bolle, on the one hand, and each of Robert Bolle, Maurice
Bolle, Franck Bolle, Brigitte Bolle, Patricia Bolle Passaquay and
Christelle Roche (collectively, the "Sellers"). 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 Letter Agreement dated July 9, 1997 by and among Martin E. Franklin and
each of the Sellers. Incorporated by reference to Exhibit 4.3 to
Bolle's Registration Statement on Form S-1 (Registration No.
333-40279).

4.4 Letter Agreement dated December 15, 1997 by and among Martin E.
Franklin and each of the Sellers. Incorporated by reference to Exhibit
6 to Bolle's Registration Statement on Form 8-A (Commission File No.
000-23899).

4.5 Letter from Bolle to the Sellers regarding the Series A Preferred
Stock. Incorporated by reference to Exhibit 4.5 to Bolle's Annual
Report on Form 10-K for the year ended December 31, 1997 (Commission
File No. 000-23899).

4.6 Warrant Agreement among Bolle and each of the Sellers. Incorporated by
reference to Exhibit 4.6 to Bolle's Annual Report on Form 10-K for the
year ended December 31, 1997 (Commission File No. 000-23899)/

4.7 1998 Stock Incentive Plan. Incorporated by reference to Exhibit 4.7 to
Bolle's Annual Report on Form 10-K for the year ended December 31, 1997
(Commission File No. 000-23899).

4.8 Convertible Subordinated Note Purchase Agreement dated May 29, 1998
between Bolle and OZ Master Fund, Ltd. Incorporated by reference to
Bolle's Current Report on Form 8-K, date of event June 1, 1998.

4.9 Form of Convertible Subordinated Note. Incorporated by reference to
Bolle's Current Report on Form 8-K, date of event June 1, 1998.

4.10 Share Sale Agreement dated May 28, 1998 among Bolle and Keith Archibald
Collicoat, Eric Henry Collicoat and Roger Howard Gibbons. Incorporated
by reference to Exhibit 4.10 to Bolle's Registration Statement on Form
S-3 (Registration No. 333-40279).

4.11 1999 Employee Stock Purchase Plan. Incorporated by reference to Annex A
to Bolle's 1999 Definitive Proxy Statement on Form 14A (Registration
No. 000-23899).

5.1* Opinion of Willkie Farr & Gallagher regarding the legality of the
securities being issued.

10.1 Employment Agreement and Memorandum of Understanding dated July 7, 1997
between Bolle and Gary Kiedaisch. Incorporated by reference to Exhibit
10.1 to Bolle's Registration Statement on Form S-1 (Registration No.
333-40279).

10.2 Employment Agreement dated July 9, 1997 between Societe Bolle SNC and
Franck Bolle (English translation). Incorporated by reference to
Exhibit 10.2 to Bolle's Registration Statement on Form S-1
(Registration No. 333-40279).

II-4

<PAGE>

10.3 Employment Agreement dated July 9, 1997 between Societe Bolle SNC and
Patricia Bolle Passaquay (English translation). Incorporated by
reference to Exhibit 10.3 to Bolle's Registration Statement on Form S-1
(Registration No. 333-40279).

10.4 Agreement dated September 20, 1995 between Bolle and Steve N. Haber.
Incorporated by reference to Exhibit 10.4 to Bolle's Registration
Statement on Form S-1 (Registration No. 333-40279).

10.5 Management Services Agreement (the "Management Services Agreement")
between Bolle and BEC. Incorporated by reference to Exhibit 10.6 to
BEC's Current Report on Form 8-K, date of event March 11, 1998.

10.6 Bill of Sale and Assignment Agreement between BEC and Bolle.
Incorporated by reference to Exhibit 10.4 to BEC's Current Report on
Form 8-K, date of event March 11, 1998.

10.7 Indemnification Agreement (the "Bolle Indemnification Agreement") by
and among BEC, BILC Acquisition Corp. and Bolle. Incorporated by
reference to Exhibit 10.5 to BEC's Current Report on Form 8-K, date of
event March 11, 1998.

10.8 Exclusive Customer Agreement dated as of October 23, 1997 by and
between Bolle and Alyn Corporation. Incorporated by reference to
Exhibit 10.8 to Bolle's Registration Statement on Form S-1
(Registration No. 333-40279).

10.9 Letter of Intent between Bolle and Bill Bass Optical Pty Ltd. dated
January 6, 1998. Incorporated by reference to Exhibit 10.9 to Bolle's
Registration Statement on Form S-1 (Registration No. 333-40279).

10.10 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).

10.11 Agreement and Plan of Merger, dated as of February 11, 1996, between
Essilor International, S.A., Essilor of Americas, 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).

10.12 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).

10.13 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.

10.14 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.

10.15 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).

10.16 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 Corporation's Current Report on Form 8-K, date of event
June 30, 1994 (Commission File No. 1-9435).

II-5
<PAGE>

10.17 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).

10.18 Form of Indemnification Agreement between Bolle and its Officers and
directors. Incorporated by reference to Exhibit 10.22 to Bolle's
Registration Statement on Form S-1 (Registration No. 333-40279).

10.19 Second Amended and Restated Credit Agreement (the "Credit Agreement"),
dated as of March 11, 1998, among Bolle, NationsBank, National
Association and the other lenders party thereto, together with the
Credit Agreement are copies of the following ancillary agreements
(Incorporated by reference to Exhibit 10.23 to Bolle's Annual Report on
Form 10-K for the year ended December 31, 1997.):

(a) Second Amended and Restated Guarantee Agreement, dated March
11, 1998.

(b) Second Amended and Restated Stock Pledge Agreement, dated as
of March 11, 1998.

(d) Cash Collateral Account Agreement, dated as of March 11, 1998.

(e) Second Amended and Restated Security Agreement, dated as of
March 11, 1998.

(f) Second Amended and Restated Intellectual Property Security
Agreement, dated as of March 11, 1998.

(g) Second Amended and Restated Assignment of Patents, Trademarks,
Copyrights and Licenses, dated as of March 11, 1998.

10.20 Amendment No. 1 to Credit Agreement, dated May 29, 1998. Incorporated
by reference to Exhibit to Bolle's Registration Statement on Form S-1
(Registration No. 333-40279).

10.21 Agreement dated as of March 12, 1998 between Lumen and Bolle.
Incorporated by reference to Exhibit 10.21 to Bolle's Annual Report on
Form 10-K (Registration No. 000-23899).

10.22 Amendment No. 1 to the Management Services Agreement, dated September
23, 1998 between Lumen Technologies, Inc., Marlin Holdings, Inc. and
Bolle. Incorporated by reference to Exhibit 10.22 to Bolle's Annual
Report on Form 10-K (Registration No. 000-23899)

10.23 Amendment No. 1 to the BEC Indemnification Agreement, dated October,
1998. Incorporated by reference to Exhibit 10.23 to Bolle's Annual
Report on Form 10-K (Registration No. 000-23899)

10.24 Amendment No. 2 to the Credit Agreement, dated November 30, 1998.
Incorporated by reference to Exhibit 10.24 to Bolle's Annual Report on
Form 10-K (Registration No. 000-23899)

10.25 Amendment No. 3 to the Credit Agreement effective December 31, 1998.
Incorporated by reference to Exhibit 10.25 to Bolle's Annual Report on
Form 10-K (Registration No. 000-23899)

21.1 List of Subsidiaries of Bolle. Incorporated by reference to Exhibit
21.1 to Bolle's Annual Report on Form 10-K (Registration No. 000-23899)

23.1 Consent of PriceWaterhouseCoopers LLP; independent accountants

23.2 Consent of Ernst & Young LLP; independent auditors.

23.3 Consent of Willkie Farr & Gallagher (included in Exhibit 5.1)

27 Financial Data Schedule.

99.1* Form of Instructions for Use of Bolle Rights Certificate.

99.2* Form of Notice of Guaranteed Delivery for Subscription Rights.

99.3* Announcement of Rights Offering distributed to record and beneficial
stockholders on _____, 1999.

99.4* Form of Letter to Stockholders who are Recordholders.

99.5* Form of Letter to Stockholders who are Beneficial Holders.

99.6* Form of Letter to Clients of Stockholders who are Beneficial Holders.

II-6
<PAGE>

99.7* Form of Nominee Holder Certificate Form.

99.8* Substitute Form W-9 for use with the Rights Offering.

99.9* Form of Subscription and Information Agent Agreement, dated ____, 1999,
by and between Bolle and _____.

* To be filed by amendment.

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<PAGE>

ITEM 17. UNDERTAKINGS.

(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Bolle pursuant to the provisions described under Item 20 above, or
otherwise, Bolle 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 of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than payment by
Bolle of expenses incurred or paid by a director, officer or controlling person
of Bolle 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, Bolle will, unless in the opinion of their 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 of 1933 and will be
governed by the final adjudication of such issue.

(b) The undersigned registrant hereby undertakes to supplement the
prospectus, after the expiration of the subscription period, to set forth the
results of the subscription offer, the transactions by the underwriters during
the subscription period, the amount of unsubscribed securities to be purchased
by the underwriters, and the terms of any subsequent reoffering thereof. If any
public offering by the underwriters is to be made on terms differing from those
set forth on the cover page of the prospectus, a post-effective amendment will
be filed to set forth the terms of such offering.

(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be a part of this registration
statement as of the time it was declared effective.

(2) For purposes of determining any liability under the
Securities Act of 1933, 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 time shall be deemed to be the initial bona fide
offering thereof.

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<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 the _____ day of ____ 1999.

Bolle Inc.

By: /s/ Martin E. Franklin
--------------------------------
Martin E. Franklin
Chairman of the Board

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Martin E. Franklin and Ian G. H. Ashken, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to sign any registration statement for the
same offering covered by this registration statement that is to be effective
upon filing pursuant to Rule 462 promulgated under the Securities Act, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

In accordance with the requirements of the Securities Act, this
registration statement was signed by the following persons in the capacities and
on the dates indicated.

NAME TITLE DATE
---- ----- ----

/s/ Martin E. Franklin Chairman of the Board _______, 1999
- ---------------------------- and Director
Martin E. Franklin

/s/ Gary A. Kiedaisch Chief Executive Officer _______, 1999
- ----------------------------
Gary A. Kiedaisch

/s/ Ian. G. H. Ashken Vice Chairman, Secretary _______, 1999
- ---------------------------- and Director
Ian. G. H. Ashken

/s/ Franck Bolle Director _______, 1999
- ----------------------------
Franck Bolle

/s/ Patricia Bolle Passaquay Director _______, 1999
- ----------------------------
Patricia Bolle Passaquay

/s/ David L. Moore Director _______, 1999
- ----------------------------
David L. Moore

/s/ David S. Moross Director _______, 1999
- ----------------------------
David S. Moross

/s/ Thomas Reed Chief Financial Officer _______, 1999
- ----------------------------
Thomas Reed