

<PAGE>




                                 AMENDMENT NO. 1
                                       TO
                          MANAGEMENT SERVICES AGREEMENT
                            DATED SEPTEMBER 23, 1998

This AMENDMENT (the "Amendment") dated as of September 23, 1998, is entered into
by and between Bolle Inc., a Delaware Corporation ("Bolle"), Lumen Technologies,
Inc. (f/k/a BEC Group, Inc.), a Delaware Corporation ("Lumen") and Marlin 
Holdings, Inc. a Delaware Corporation ("Marlin").

                                    RECITALS:
                                    ---------

A.       Lumen and Bolle are parties to that certain Management Services
         Agreement dated as of March 11, 1998 (the "Agreement").

B.       The parties mutually desire to amend the Agreement on the terms and 
         conditions set forth more fully below.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth
in this Amendment, and for other good and valuable consideration, receipt of
which is acknowledged hereby, the parties agree as follows:

                                   AGREEMENTS:
                                   -----------

1.       All references to "BEC Group, Inc." and "BEC" are hereby amended and
         changed to "Marlin Holdings, Inc." and "Marlin", respectively.

2.       Section 3.1 of the Agreement is hereby amended to change the monthly 
         fee from A$60,000" to A$50,000" per month.

3.       Section 6 of the Agreement is hereby amended in its entirety to read as
         follows:

         "Terms. The initial term if this Amendment to the Agreement shall
         commence as of January 1, 1999 and shall continue through and include
         the 4th (fourth) anniversary of this date. Thereafter, the term of this
         Agreement shall automatically continue in full force and effect for
         succeeding one-year periods unless either Bolle or Marlin shall give
         notice of termination to the other no later than ninety (90) days prior
         to the expiration of the initial term, or any renewal term then in
         effect, as the case may be. The respective rights and obligations of
         Bolle and Marlin which have accrued hereunder at the time of expiration
         of this Agreement shall not be affected by such expiration."


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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.


 Lumen Technologies, Inc.          Bolle Inc.            Marlin Holdings, Inc.



By: /s/Richard D. Capra     By: /s/Gary Kiedaisch      By: /s/Martin E. Franklin
    ---------------------       -----------------          ---------------------
    Richard D. Capra, CEO       Gary Kiedaisch, CEO        Martin E. Franklin



