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               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                   BOLLE INC.


                  BOLLE INC., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

                  1. The name of the corporation is BOLLE INC., and the name
under which the corporation was originally incorporated is BOLLE, INC. The date
of the filing of its original Certificate of Incorporation with the Secretary
of State was February 3, 1997.

                  2. This Amended and Restated Certificate of Incorporation
restates and integrates and further amends the Certificate of Incorporation of
this corporation by increasing the total number of shares of stock which the
Corporation shall have authority to issue to 30,000,000 shares of common stock,
having a par value of $.01 per share and 200,000 shares of preferred stock
having a par value of $.01 per share.

                  3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is further amended hereby to read as herein set forth
in full:


                           FIRST: The name of the Corporation (hereinafter
         referred to as the "Corporation") is

                                   BOLLE INC.

                           SECOND: The address, including street, number, city
         and county, of the registered office of the Corporation in the State
         of Delaware is 1013 Centre Road, Wilmington, Delaware 19805, County of
         New Castle, and the name of the registered agent of the Corporation in
         the State of Delaware is Corporation Service Company.

                           THIRD: The purpose of the Corporation is to engage
         in any lawful act or activity for which corporations may be organized
         under the General Corporation Law of the State of Delaware.

                           FOURTH: The total number of shares of stock which
         the Corporation shall have authority to issue is 30,000,000 shares of
         common stock, having a par value of $.01 per share and 200,000 shares
         of preferred stock having a par value of $.01 per share. To the extent
         not otherwise provided for by, and not inconsistent with, this
         Certificate of Incorporation, there is hereby expressly vested in the
         Board of Directors the authority to fix in the resolution or
         resolutions providing for the issue of each series of such 

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         preferred stock, the voting power and the designations, preferences
         and relative, participating, operational or other rights of each such
         series, and the qualifications, limitations or restrictions thereof.
         Shares of preferred stock may be issued from time to time in one or
         more series as may from time to time be determined by the Board of
         Directors, each such series to be distinctly designated.

                           a. Series A Preferred Stock. There shall be created
         a series of preferred stock of the Corporation, which shall be
         designated "Series A Preferred Stock" and shall consist of Sixty Four
         Thousand One Hundred Twenty (64,120) shares, and have the powers,
         designations, preferences and relative, participating, and other
         rights of the shares of such series, and the qualifications,
         limitations and restrictions thereof, as set forth below:

                           SECTION 1. Dividends. The holders of the Series A
                  Preferred Stock shall not be entitled to dividends.

                           SECTION 2. Rights on Liquidation. In the event of
                  any voluntary or involuntary liquidation, dissolution or
                  winding up of the Corporation (any such event being
                  hereinafter referred to as a "Liquidation"), before any
                  distribution of assets of the Corporation shall be made to or
                  set apart for the holders of Common Stock, the holders of
                  Series A Preferred Stock shall be entitled to receive payment
                  out of such assets of the Corporation in an amount equal to
                  the greater of (i) One Thousand French Francs (FF1,000) per
                  share of Series A Preferred Stock or (ii) the French Franc
                  equivalent of US $172.41 per share of Series A Preferred
                  Stock (such greater amount being referred to as the
                  "Liquidation Preference" for the Series A Preferred Stock).
                  If the assets of the Corporation available for distribution
                  to the holders of the Series A Preferred Stock shall not be
                  sufficient to make in full the payment herein required, such
                  assets shall be distributed pro-rata among the holders of
                  Series A Preferred Stock based on the aggregate Liquidation
                  Preference of the shares of Series A Preferred Stock held by
                  each such holder. If the assets of the Corporation available
                  for distribution to the holders of Series A Preferred Stock
                  shall exceed the distribution required to be made to the
                  holders of Series A Preferred Stock as herein described, such
                  excess assets shall be distributed pro-rata among the holders
                  of Common Stock and the holders of Series A Preferred Stock
                  shall not participate in any such excess distribution in
                  their capacity as holders of Series A Preferred Stock.

                           SECTION 3. Conversion. The holders of any share of
                  Series A Preferred Stock shall not have the 


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                  right to convert any such shares into shares of Common Stock
                  of the Corporation.

                                    SECTION 4.  Redemption.

                                            (a) Optional Redemption. Following
                  notice pursuant to Section 4(c) hereof given to all holders
                  of Series A Preferred Stock during the period that shares of
                  Series A Preferred Stock are outstanding (the "Redemption
                  Period"), the Corporation may at the option of the Board of
                  Directors of the Corporation, redeem, out of funds legally
                  available therefor, in whole or in part the shares of Series
                  A Preferred Stock. The Corporation shall effect any such
                  redemption by paying in cash for each such share to be
                  redeemed an amount equal to the Liquidation Preference, per
                  share, on such shares being redeemed on the Redemption Date
                  (as hereinafter defined) (such per share amount is
                  hereinafter referred to as the "Redemption Amount").

                                            (b) Mandatory Redemption. (i)
                  Subject to the terms of the Senior Indebtedness (as defined
                  below), on the third anniversary date from the issuance of
                  the Series A Preferred Stock, the Corporation shall redeem,
                  out of funds legally available therefor, all of the shares of
                  the Series A Preferred Stock (if not previously redeemed) at
                  the Redemption Amount per share pursuant to the terms of this
                  Section 4 following notice pursuant to Section 4(c) hereof
                  given to all holders of Series A Preferred Stock.

                                                     (ii) Notwithstanding
                  anything to the contrary contained herein, in the event that
                  the Corporation's EBITDA (as defined below) exceeds
                  US$18,400,000 for the year ended December 31, 1998 and Bolle
                  Inc. will be in compliance with the terms of Bolle Inc.'s
                  senior indebtedness pursuant to the terms of the credit
                  agreement among the Corporation, the lenders executing a
                  signature thereto and NationsBank, National Association, as
                  Agent, entered into in connection with the Corporation
                  becoming a separate public company as a result of a spinoff
                  by BEC Group, Inc., as may be amended from time to time (the
                  "Senior Indebtedness") after taking into account the
                  redemption pursuant to the terms of this Section 4(b)(ii), to
                  the extent that Bolle Inc. will have at least US$2,000,000
                  available to borrow pursuant to the terms of the Senior
                  Indebtedness after taking into account such redemption, the
                  Corporation shall redeem, out of funds legally available
                  therefor, the shares of the Series A Preferred Stock (if not
                  previously redeemed) at the Redemption Amount per share
                  pursuant to the terms of this Section 4 herein following
                  notice given within ten days after the Determination Date (as
                  defined below) in respect of the year ended 


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                  December 31, 1998 pursuant to Section 4(c) hereof given to
                  all holders of Series A Preferred Stock. The determination of
                  EBITDA required to be made under this Section 4, shall be
                  made by the Corporation within ninety days following the
                  Corporation's year end (the "Determination Date").

                                                     (iii) Notwithstanding
                  anything to the contrary contained herein, in the event that
                  the Corporation's EBITDA exceeds US$24,700,000 for the year
                  ended December 31, 1999 Bolle Inc. will be in compliance with
                  the terms of the Senior Indebtedness after taking into
                  account the redemption pursuant to the terms of this Section
                  4(b)(iii), to the extent that Bolle Inc. will have at least
                  US$2,000,000 available to borrow pursuant to the terms of the
                  Senior Indebtedness after taking into account such
                  redemption, the Corporation shall redeem, out of funds
                  legally available therefor, the shares of the Series A
                  Preferred Stock (if not previously redeemed) at the
                  Redemption Amount per share pursuant to the terms of this
                  Section 4 herein following notice given within ten days after
                  the Determination Date in respect of year ended December 31,
                  1999 pursuant to Section 4(c) hereof given to all holders of
                  Series A Preferred Stock.

                                                     (iv) For purposes of this
                  Section 4, "EBITDA" means, with respect to the Corporation
                  and its subsidiaries for any period of computation thereof,
                  the sum of, without duplication, (i) consolidated net income,
                  (ii) consolidated interest expense, (iii) taxes on income,
                  (iv) amortization, and (v) depreciation, all determined on a
                  consolidated basis in accordance with generally accepted
                  accounting principles on a consistent basis.

                                            (c) Redemption Procedures. In the
                  event of any redemption pursuant hereto, the Corporation
                  shall effect such redemption as described below. During the
                  Redemption Period, and at least 10 days prior to the date
                  fixed for any redemption of Series A Preferred Stock pursuant
                  to Section 4(a) or 4(b) above (the "Redemption Date"),
                  written notice shall be sent to each holder of record of
                  Series A Preferred Stock to be redeemed, notifying such
                  holder of the redemption to be effected, specifying the
                  Redemption Date, the Redemption Amount, the place at which
                  payment may be obtained and calling upon such holder to
                  surrender to the Corporation, in the manner and at the place
                  designated, his certificate or certificates representing the
                  shares to be redeemed (the "Redemption Notice"). On or after
                  the Redemption Date, each holder of Series A Preferred Stock
                  to be redeemed shall surrender to the Corporation the
                  certificate or certificates representing such 


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                  shares, in the manner and at the place designated in the
                  Redemption Notice, and thereupon the Redemption Amount of
                  such shares shall be payable to the order of the person whose
                  name appears on such certificate or certificates as the owner
                  thereof and each surrendered certificate shall be cancelled.
                  In the event less than all the shares represented by any such
                  certificate are redeemed, a new certificate shall be issued
                  representing the unredeemed shares.

                                            (d) Status of Redeemed or Purchased
                  Shares. Any shares of the Series A Preferred Stock at any
                  time purchased, redeemed or otherwise acquired by the
                  Corporation shall not be reissued and shall be retired.

                                            (e) Sale of Business. In the event
                  that the Corporation does not give notice on or before the
                  third anniversary date from the issuance of the Series A
                  Preferred Stock, that it will redeem the Series A Preferred
                  Stock in full pursuant to the provisions of Section 4(c)
                  hereof, the holders of more than 90% of the Series A
                  Preferred Stock shall have the right, until the Series A
                  Preferred Stock has been redeemed, (i) subject to the terms
                  and provisions of the agreements entered into in connection
                  with the Senior Indebtedness, to appoint a majority of the
                  members of the Board of Directors of the Corporation, so long
                  as the Corporation is privately or closely held, and (ii)
                  subject to the terms and provisions of the agreements entered
                  into in connection with the Senior Indebtedness, to cause the
                  Corporation to use commercially reasonable efforts to either
                  obtain cash in order to redeem in full the Series A Preferred
                  Stock or to effect a commercially reasonable sale of the
                  Corporation's assets or the merger, consolidation or other
                  reorganization of the Corporation as soon as reasonably
                  practicable thereafter.

                           SECTION 5. Voting Rights. Subject to the provisions
                  of Section 4(c)(i) hereof, the holders of the Series A
                  Preferred Stock shall not be entitled to vote except as to
                  matters in respect of which they shall at the time be
                  indefeasibly vested by statute with such right.

                           SECTION 6. Protective Provisions. So long as any
                  shares of Series A Preferred Stock are outstanding, the
                  Corporation shall not, without first obtaining the approval
                  (by vote or written consent, as provided by law) of the
                  holders of at least 90% of the then outstanding shares of
                  Series A Preferred Stock:

                                                     (i) alter or change the
                  rights, preferences or privileges of the shares of Series A


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                  Preferred Stock so as to affect adversely the shares of such
                  series; and

                                                     (ii) the Corporation shall
                  not issue any class or series of Preferred Stock that ranks
                  Senior to or pari passu with the Series A Preferred Stock
                  with respect to dividend, redemption or liquidation rights.

                                    SECTION 7. TRANSFERABILITY. The holders of
                  shares of the Series A Preferred Stock are entitled to
                  transfer shares of the Series A Preferred Stock to any of the
                  other holders of shares of Series A Preferred Stock, subject
                  to strict compliance with all applicable laws.

                           FIFTH: The name and the mailing address of the
                  incorporator is as follows:

                        Name                              Mailing Address
                  Peter H. Trembath                       c/o BEC Group, Inc.
                                                          1601 Valley View Lane
                                                          Dallas, TX 75234


                           SIXTH: The Corporation is to have perpetual
                  existence.

                           SEVENTH: Whenever a compromise or arrangement is
         proposed between this Corporation and its creditors or any class of
         them and/or between this Corporation and its stockholders or any class
         of them, any court of equitable jurisdiction within the State of
         Delaware may, on the application in a summary way of this Corporation
         or of any creditor or stockholder thereof or on the application of any
         receiver or receivers appointed for this Corporation under the
         provisions of Section 291 of Title 8 of the Delaware Code or on the
         application of trustees in dissolution or of any receiver or receivers
         appointed for this Corporation under Section 279 of Title 8 of the
         Delaware Code order a meeting of the creditors or class of creditors,
         and/or of the stockholders or class of stockholders of this
         Corporation, as the case may be, to be summoned in such manner as the
         said court directs. If a majority in number representing three-fourths
         in value of the creditors or class of creditors, and/or the
         stockholders or class of stockholders of this Corporation, as the case
         may be, agree to any compromise or arrangement and to any
         reorganization of this Corporation as consequence of such compromise
         or arrangement, the said compromise or arrangement and the said
         reorganization shall, if sanctioned by the court to which the said
         application has been made, be binding on all the creditors or class of
         creditors, and/or on all the stockholders or class of stockholders of
         this Corporation, as the case may be, and also on this Corporation.



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                           EIGHTH: For the management of the business and for
         the conduct of the affairs of the Corporation, and in further
         definition, limitation and regulation of the powers of the Corporation
         and of its directors and of its stockholders or any class thereof, as
         the case may be, it is further provided:

                                   1. The management of the business and the
                  conduct of the affairs of the Corporation shall be vested in
                  its Board of Directors. The number of directors which shall
                  constitute the whole Board of Directors shall be fixed by, or
                  in the manner provided in, the By-laws. The phrase "whole
                  Board" and the phrase "total number of directors" shall be
                  deemed to have the same meaning to wit, the total number of
                  directors which the Corporation would have if there were no
                  vacancies.

                                   2. After the original or other By-laws of
                  the Corporation have been adopted, amended, or repealed, as
                  the case may be, in accordance with the provisions of Section
                  109 of the General Corporation Law of the State of Delaware,
                  and, after the Corporation has received any payment for any
                  of its stock, the power to adopt, amend, or repeal the
                  By-laws of the Corporation may be exercised by the Board of
                  Directors of the Corporation; provided, however, that any
                  provision for the classification of directors of the
                  Corporation for staggered terms pursuant to the provisions of
                  subsection (d) of Section 141 of the General Corporation Law
                  of the State of Delaware shall be set forth in the initial
                  By-laws or in by-laws adopted by the stockholders entitled to
                  vote of the Corporation unless provisions for such
                  classification shall be set forth in this Certificate of
                  Incorporation.

                                   3. Whenever the Corporation shall be
                  authorized to issue only one class of stock, each outstanding
                  share shall entitle the holder thereof to notice of, and the
                  right to vote at, any meeting of stockholders. Whenever the
                  Corporation shall be authorized to issue more than one class
                  of stock, no outstanding share of any class of stock which is
                  denied voting power under the provisions of the certificates
                  of incorporation shall entitle the holder thereof to the
                  right to vote at any meeting of the stockholders except as
                  the provisions of paragraph (2) of the subsection (b) of ss.
                  242 of the General Corporation Law of the State of Delaware
                  shall otherwise require;


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                  provided, that no share of any such class which is otherwise
                  denied voting power shall entitle the holder thereof to vote
                  upon the increase or decrease in the number of authorized
                  shares of said class.

                           4. Elections of directors need not be by written
                  ballot.

                           NINTH: The personal liability of the directors of
         the Corporation is hereby eliminated to the fullest extent permitted
         by paragraph (7) of subsection (b) of Section 102 of the General
         Corporation Law of the State of Delaware, as the same may be amended
         and supplemented.

                           TENTH: (a) The Corporation shall, to the fullest
         extent permitted by the General Corporation Law, as the same may be
         amended and supplemented, indemnify any and all persons whom it shall
         have the power to indemnify under the General Corporation Law from and
         against any and all of the expenses, liabilities or other matters
         referred to in or covered by the General Corporation Law, and the
         indemnification provided for herein shall not be deemed exclusive of
         any other rights to which those indemnified may be entitled under any
         By-law, agreement, vote of stockholders or disinterested directors or
         otherwise, both as to action in his official capacity and as to action
         in another capacity while holding such office, and shall continue as
         to a person who has ceased to be a director, officer, employee or
         agent and shall inure to the benefit of the heirs, executors and
         administrators of such a person.

                                            (b) Expenses incurred in defending
a civil or criminal action, suit or proceeding shall (in the case of any
action, suit or proceeding against a director of the Corporation) or may (in
the case of any action, suit or proceeding against an officer, trustee,
employee or agent) be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board upon
receipt of an undertaking by or on behalf of the indemnified person to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article.

                                            (c) No director shall be personally
liable to the Corporation or any stockholder for monetary damages for breach of
fiduciary duty as director, except for any matter in respect of which such
director (a) shall be liable under Section 174 of the General Corporation Law
or successor provisions thereto, or (b) shall be liable by reason that, in
addition to any and all other requirements for liability, he 



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                                            (i) shall have breached his duty of
loyalty to the Corporation or its stockholders;

                                            (ii) shall not have acted in good
faith or, in failing to act, shall not have acted in good faith;

                                            (iii) shall have acted in a manner
involving intentional misconduct or a knowing violation of the law or, in
failing to act, shall have acted in a manner involving intentional misconduct
or knowing violation of the law; or

                                            (iv) shall have derived an improper
         personal benefit.

                           ELEVENTH: The Board of Directors shall have the
         power to make, add to, delete from, alter and repeal the Corporation's
         By-laws.

                           TWELFTH: The Corporation expressly elects not to be
         governed by Section 203 of the Delaware General Corporation Law.

                           THIRTEENTH: From time to time any of the provisions
         of this Certificate of Incorporation may be amended, altered or
         repealed after authorization by the Board of Directors and the
         affirmative vote of the holders of record of a majority of all of the
         issued and outstanding shares of the Corporation entitled to vote in
         respect thereof, and other provisions authorized by the laws of the
         State of Delaware at the time in force may be added or inserted in the
         manner and at the time prescribed by said laws, and all rights at any
         time conferred upon the stockholders of the Corporation by this
         Certificate of Incorporation are granted subject to the provisions of
         this Article Fourteenth.

                  4. This Amended and Restated Certificate of Incorporation was
duly adopted by unanimous written consent of the stockholders in accordance
with the applicable provisions of Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware.



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                  IN WITNESS WHEREOF, said BOLLE INC. has caused this
certificate to be signed and attested by Ian G.H. Ashken, its Chief Financial
Officer, this _____ day of February, 1998.



                                               BOLLE INC.



                                               By:_________________________
                                               Name: Ian G.H. Ashken
                                               Title: Chief Financial Officer


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