

<PAGE>


                               AMENDMENT NO. 3 TO
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT


         THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment Agreement") is effective as of this 31st day of December, 1998,
by and among BOLLE INC., a Delaware corporation having its chief executive
office in Rye, New York (the "Borrower"), NATIONSBANK, NATIONAL ASSOCIATION, a
national banking association organized and existing under the laws of the United
States of America ("NationsBank"), in its capacity as agent for the Lenders (as
defined below) (in such capacity, the "Agent"), and each of the Lenders
executing and delivering a signature page hereto.


                              W I T N E S S E T H:
                              --------------------

         WHEREAS, the Borrower, the Agent and the lenders from time to time
party thereto (the "Lenders") have entered into that certain Second Amended and
Restated Credit Agreement dated as of March 11, 1998, as amended by Amendment
No. 1 to Second Amended and Restated Credit Agreement dated as of May 29, 1998,
and by Amendment No. 2 to Second Amended and Restated Credit Agreement dated as
of November 30, 1998 (as heretofore and hereby amended, and as from time to time
further amended, modified, supplemented or restated, the "Credit Agreement"),
pursuant to which the Lenders have made available to the Borrower a term loan
facility and a revolving credit facility, including a letter of credit facility;
and

         WHEREAS, the Borrower, the Agent and the Lenders have agreed that the
Credit Agreement be amended as set forth herein upon the terms and conditions
also set forth herein;

         NOW, THEREFORE, in consideration of the mutual covenants and the
fulfillment of the conditions set forth herein, the parties hereto do hereby
agree as follows:

         1. Definitions. Any capitalized terms used herein without definition
shall have the meanings set forth in the Credit Agreement.

         2. Amendment to Credit Agreement. Subject to the terms and conditions
set forth herein, the Credit Agreement is hereby amended as follows:


<PAGE>

                  (a) The table appearing in the definition of "Applicable
         Margin" and "Applicable Unused Fee" is amended and restated in its
         entirety as follows:

<TABLE>
<CAPTION>
                                  Applicable Margin        Applicable
                                Fixed Rate Loans and         Margin
       Consolidated             for Letter of Credit           for            Applicable
      Leverage Ratio                     Fees             Base Rate Loans     Unused Fee
--------------------------      ---------------------     ---------------     ----------
<S>                             <C>                       <C>                 <C>
Greater than 3.00 to 1.00               3.00%                1.50%             .500%

Less than or equal to 3.00              2.00%                .500%             .375%
to 1.00 but greater than
2.50 to 1.00

Less than or equal to 2.50              1.25%                   0%             .250%
to 1.00 but greater than
2.00 to 1.00

Less than or equal to 2.00              1.00%                   0%             .250%
to 1.00
</TABLE>

                  (b) The definitions of "Excess Cash Flow" and "Total Revolving
         Credit Commitment" in Section 1.2 are amended and restated in their
         entirety as follows:


                           "Excess Cash Flow" means, with respect to the
                  Borrower and its Subsidiaries for any Fiscal Year, the
                  difference of (i) Consolidated EBITDA for such period
                  (including therein any net gain or loss, as applicable, of an
                  extraordinary nature otherwise excluded from the calculation
                  thereof in the definition of "Consolidated Net Income") minus
                  (ii) the sum of (A) the Change in Consolidated Working Capital
                  as at the end of such Fiscal Year, provided any positive
                  Change in Consolidated Working Capital shall not exceed
                  $2,500,000 for any Fiscal Year, plus (B) Capital Expenditures,
                  plus (C) Consolidated Interest Expense, plus (D) required
                  principal payments on Consolidated Funded Indebtedness and
                  optional prepayments of the Term Loan, plus (E) taxes on
                  income accrued during such period, plus (F) all cash paid as
                  part of the cost of any Acquisition plus (G) all amounts
                  included in the calculation of Consolidated EBITDA for the
                  purposes of this definition to the extent such amounts are Net
                  Proceeds subject to the mandatory prepayment provisions of
                  Section 2.6(a), (b) or (e) hereof or such amounts are Net
                  Proceeds which were applied as a mandatory prepayment pursuant
                  to Section 3 of Amendment No. 3 to Second Amended and Restated

                                        2


<PAGE>

                  Credit Agreement among all the parties hereto dated as of
                  December 31, 1998;

                           "Total Revolving Credit Commitment" means $16,337,700
                  as reduced from time to time in accordance with Sections 3.6
                  and 3.7 hereof;

                  (c) Section 1.2 of the Credit Agreement is hereby amended by
         adding each of the following definitions in their proper alphabetical
         order in the Credit Agreement:

                           "Year 2000 Compliant" means all computer applications
                  of the Borrower and its Subsidiaries (including those affected
                  by information received from its suppliers and vendors) that
                  are material to the Borrower's or any of its Subsidiaries'
                  business and operations will, not later than September 30,
                  1999, be able to perform, and will have been tested
                  successfully to perform, properly date-sensitive functions
                  involving all dates on and after January 1, 2000;

                           "Year 2000 Problem" means the risk that computer
                  applications used by the Borrower or any of its Subsidiaries
                  (including those affected by information received from its
                  suppliers and vendors) may be unable to recognize and perform
                  properly date-sensitive functions involving certain dates on
                  and after January 1, 2000.

                  (d) Section 2.2 is hereby amended and restated in its entirety
         as set forth below:

                           SECTION 2.2 PAYMENT OF PRINCIPAL. Subject to
                  mandatory and optional prepayments provided for in Sections
                  2.5 and 2.6 hereof, the principal amount of the Term Loan
                  shall be repaid quarterly, commencing with the quarter ending
                  June 30, 1999, in the French Franc amounts of the Term Loan,
                  and on the dates, set forth below; provided, however, that the
                  entire amount of Term Loan Outstandings shall be due and
                  payable in full on the Term Loan Termination Date:

                           Due Date                     Amount
                           --------                     ------
                           June 30, 1999                FF 1,400,000
                           September 30, 1999           FF 1.400,000
                           December 31, 1999            FF 1,400,000
                           March 31, 2000               FF 1,410,621
                           June 30, 2000                FF 1,410,621

                                       3

<PAGE>



                           September 30, 2000           FF 1,410,621
                           December 31, 2000            FF 1,410,621
                           March 31, 2001               FF 1,410,621
                           June 30, 2001                FF 1,410,621
                           September 30, 2001           FF 1,410,621
                           December 31, 2001            FF 1,410,621
                           March 31, 2002               FF 1,410,621
                           June 30, 2002                FF 1,410,621
                           September 30, 2002           FF 1,410,621
                           December 31, 2002            FF 1,410,621
                           March 11, 2003               All remaining principal
                                                        amount outstanding

                  (e) Section 2.6 is hereby amended and restated in its entirety
         as set forth below:

                  SECTION 2.6 MANDATORY PREPAYMENTS. In addition to the required
         payments of principal of the Term Loan set forth in Section 2.2 hereof 
         and any optional payments of principal of the Term Loan effected under 
         Section 2.5 hereof, the Borrower shall make the following required 
         prepayments commencing January 1, 1999, each such payment to be made to
         the Agent for the benefit of the Lenders within the time period 
         specified below in the FF Equivalent Amount of the amount due:

                            (a) Asset Dispositions. The Borrower shall make, or 
                   shall cause each applicable Subsidiary to make, a prepayment
                   from the Net Proceeds of any Asset Disposition resulting in 
                   Net Proceeds which (i) exceed $150,000 for any single or 
                   series of related transactions or (ii) when aggregated with 
                   all other Net Proceeds from Asset Dispositions received 
                   during any Fiscal Year exceed $300,000, in each case, in an
                   amount equal to one hundred percent (100%) of such Net 
                   Proceeds in excess of such threshold amounts. Each such 
                   prepayment shall be made within five (5) Business Days of 
                   receipt of such Net Proceeds and upon not less than three 
                   (3) Business Days' written notice to the Agent, which notice 
                   shall include a certificate of an Authorized Representative 
                   setting forth in reasonable detail the calculations utilized
                   in computing the amount of Net Proceeds. Notwithstanding the
                   foregoing, however, there shall be excluded from the 
                   calculation of the Net Proceeds for any payment required 
                   under this Section 2.6(a) 100% of the Net Proceeds from any 
                   disposition of the investments or other assets of the 
                   Borrower or any Subsidiary which are made in accordance with
                   Section 2.6(e) below.

                                       4

<PAGE>


                            (b) Equity Offerings. In the event that the 
                   Consolidated Leverage Ratio exceeds 2.50 to 1.00 for the most
                   recently ended Four-Quarter Period preceding any Equity 
                   Offering, the Borrower shall make a prepayment from the Net 
                   Proceeds of such Equity Offering in an amount equal to the 
                   lesser of (i) 100% of such Net Proceeds or (ii) the amount of
                   such Net Proceeds which would result in a Consolidated
                   Leverage Ratio equal to 2.50 to 1.00 after giving pro forma 
                   effect to such prepayment for such Four-Quarter Period. Each 
                   such prepayment shall be made within five (5) Business Days 
                   of receipt of such Net Proceeds and upon not less than three
                   (3) Business Days' written notice to the Agent, which notice 
                   shall include a certificate of an Authorized Representative
                   setting forth in reasonable detail the calculations utilized 
                   in computing the amount of Net Proceeds.

                            (c)     Reserved.

                            (d) Excess Cash Flow. The Borrower shall make a 
                   prepayment on April 15 of each year in the amount equal to 
                   fifty percent (50%) of the Borrower's Excess Cash Flow for 
                   the Fiscal Year ended immediately prior thereto, commencing 
                   with the Fiscal Year ending December 31, 1998. Each such 
                   prepayment shall include a certificate of an Authorized
                   Representative setting forth in reasonable detail the
                   calculations utilized in computing Excess Cash Flow.

                             (e) Investment Net Proceeds. The Borrower shall 
                   make a prepayment of (i) 100% of the Net Proceeds from the 
                   disposition of shares of Accessories Associates common stock 
                   received upon the exchange of the AAi Preferred Stock in 
                   connection with or subsequent to the Accessories Associates 
                   IPO and (ii) 100% of the Net Proceeds from (A) the redemption
                   or any other disposition by the Borrower (except as provided 
                   for in (i) immediately above) of the AAi Preferred Stock 
                   after application of such Net Proceeds in compliance with the
                   terms of the Bill of Sale and/or (B) if less than $1,000,000 
                   of such Net Proceeds as set forth in (A) immediately above is
                   available for a prepayment hereunder, the Borrower shall 
                   immediately seek an equity or capital investment therein and 
                   prepay hereunder on the next Business Day after the receipt 
                   of such investment an amount of the gross proceeds of such an
                   equity investment in the Borrower which, together with the
                   Net Proceeds available under (A) 

                                       5


<PAGE>

                   immediately available for a prepayment hereunder, equals
                   $1,000,000 (such prepayment pursuant to this Subsection 
                   2.6(e), the "AAi Prepayment"). Each such prepayment shall be
                   made within five (5) Business Days of receipt of such Net 
                   Proceeds and upon not less than three (3) Business Days= 
                   written notice to the Agent, which notice shall include a 
                   certificate of an Authorized Representative setting forth in
                   reasonable detail the calculations utilized in computing the
                   amount of Net Proceeds.

           All mandatory prepayments shall be applied pro rata to the
           scheduled installments of principal remaining outstanding
           under the Term Loan pursuant to Section 2.2 hereof (as
           adjusted to give effect to any prior payments or prepayments
           of principal). If as a result of the making of any payment
           required to be made pursuant to this Section 2.6 the Borrower
           would incur costs pursuant to Section 5.5 hereof in excess of
           $5,000, it may deposit the amount of such payment with the
           Agent, for the benefit of the Lenders, in a cash collateral
           account with and in the name of the Agent established for 
           such purpose pursuant to the terms of a Cash Collateral 
           Account Agreement, as to which the Agent shall have exclusive
           control, until the end of the applicable Interest Period at 
           which time such payment shall automatically be made. Any 
           prepayment of the Term Loan pursuant to this Section 2.6 
           other than on the last day of an Interest Period which is not
           subject to escrow pursuant to the immediately preceding 
           sentence shall be accompanied by the additional payment, if 
           any, required by Section 5.5 hereof. If at any time all Term 
           Loan Outstandings shall be paid in full, the prepayment 
           requirements of this Section 2.6 shall continue and all such
           payments shall be applied to permanently reduce the Revolving
           Credit Commitment pursuant to Section 3.6(b).

           (f) Sections 9.1(c), 9.1(d), 9.1(e) and 9.1(f) are hereby 
redesignated to be Sections 9.1(d), 9.1(e), 9.1(f) and 9.1(g) and a new 
Section 9.1(c) is hereby added to the Credit Agreement as set forth below:

                             (c) as soon as practical and in any event within 
                   25 days after the end of each month during 1999 other than
                   January, and not later than March 25, 1999 with respect to
                   January, deliver to the Agent and each Lender (i) the
                   consolidated and consolidating balance sheets of the Borrower
                   and its Subsidiaries as of the end of such month, and the
                   related consolidated and consolidating statements of earnings
                   and cash flow for such month and for the period from the
                   beginning of the Fiscal Year through the end of such month,
                   accompanied by a certificate of an Authorized Representative
                   to the effect that such financial statements present fairly
                   the financial 


                                       6

<PAGE>


                   position of the Borrower and its Subsidiaries as of the end 
                   of such month and the results of their operations for such
                   month, in conformity with the standards set forth in Section 
                   8.6(a) with respect to interim financial statements and the 
                   standards utilized in preparation of the interim financial 
                   statements required to be delivered pursuant to Section 
                   9.1(b) above;

           (g) The Credit Agreement is hereby amended by adding the following 
new Section 8.21:

                           SECTION 8.21 YEAR 2000 PROBLEM. The Borrower and its
           Subsidiaries have (i) initiated a review and assessment of all areas 
           within its and each of its Subsidiaries' business and operations 
           (including those affected by information received from suppliers and 
           vendors) that could reasonably be expected to be adversely affected 
           by the Year 2000 Problem, (ii) developed a plan and time line for 
           addressing the Year 2000 Problem on a timely basis, and (iii) to 
           date, implemented that plan substantially in accordance with that 
           timetable. The Borrower reasonably believes that all computer
           applications including those affected by information received from 
           its suppliers and vendors) that are material to its or any of its 
           Subsidiaries' business and operations will, no later than September 
           30, 1999, be Year 2000 Compliant, except to the extent that a failure
           to do so could not reasonably be expected to have Material Adverse 
           Effect.
                  
           (h) The Credit Agreement is hereby amended by adding the following 
new Section 9.23:

                            SECTION 9.23 YEAR 2000 COMPLIANCE. The Borrower will
            promptly notify the Administrative Agent and the Lenders in the 
            event the Borrower discovers or determines that any computer 
            application (including those affected by information received from 
            its suppliers and vendors) that is material to its or any of its 
            Subsidiaries= business and operations will not be Year 2000 
            Compliant on a timely basis, except to the extent that such failure 
            could not reasonably be expected to have a Material Adverse Effect.

           (i) Section 11.1 is hereby amended by deleting such section in its 
entirety and replacing it with the following:

                            SECTION 11.1 CONSOLIDATED FIXED CHARGE RATIO. Permit
             at any time during the periods set forth below, the Consolidated 
             Fixed Charge Ratio at the end of each such period to be greater 
             than the ratio set forth opposite such period set forth below:

                                       7

<PAGE>


             The three fiscal quarters ending 
                      September 30, 1999 (annualizing the 
                      numerator thereof by dividing the
                      difference of Consolidated EBITDA 
                      less Capital Expenditures for such
                      three fiscal quarters by 3/4)                1.25 to 1.00
             The Four-Quarter Periods ending
                      December 31, 1999 and
                      March 31, 2000                               1.25 to 1.00
             Each Four-Quarter Period thereafter                   1.50 to 1.00

             (j) Section 11.2 is hereby amended by deleting such section in its
entirety and replacing it with the following:

                      SECTION 11.2. CONSOLIDATED LEVERAGE RATIO. Permit at any 
             time during the periods set forth below, the Consolidated Leverage 
             Ratio at the end of each such period to be greater than the ratio 
             set forth opposite such period set forth below:

             The three fiscal quarters ending 
                      September 30, 1999 (annualizing the 
                      denominator thereof by dividing
                      Consolidated EBITDA for such three
                      fiscal quarters by 3/4)                      3.35 to 1.00
             The Four-Quarter Periods ending
                      December 31, 1999 and
                      March 31, 2000                               3.35 to 1.00
             The Four-Quarter Periods ending June 30,
                      2000 and September 30, 2000                  3.00 to 1.00
             Each Four-Quarter Period thereafter                   2.50 to 1.00

             (k) Section 11.3 is hereby amended to delete the words "the Closing
Date" appearing on the second line thereof and to substitute in lieu thereof the
date "December 31, 1998."

             (l) A new Section 11.5 is hereby added to the Credit Agreement as 
set forth below:

                      SECTION 11.5 CONSOLIDATED EBITDA. Permit at any time 
during any period of the Borrower ending below, Consolidated


                                       8

<PAGE>


                  EBITDA at the end of such period to be less than the amount
                  set forth opposite such period below:

                           Period                  Consolidated EBITDA
                           ------                  -------------------
                   Three months ending                  $  760,000
                      March 31, 1999

                   Three months ending                  $1,500,000
                      June 30, 1999

         3. Sale of Capital Stock of Eyecare Products. The Borrower hereby
agrees with the Agent and the Lenders that not later than February 28, 1999 it
will sell all shares of capital stock of Eyecare Products it owns, beneficially
or of record, and receive ,3,104,416.95 (not less than $4,900,000 on a Dollar
equivalent basis) in Net Proceeds therefrom and notwithstanding anything in
Section 2.6 to the contrary, that (i) FF 17,929,600 (the Dollar Equivalent
Amount of $3,000,000) of the Net Proceeds shall be applied as a mandatory
prepayment of the scheduled installments of principal remaining outstanding
under the Term Loan pursuant to Section 2.2 hereof (as adjusted to give effect
to any prior payments or prepayments of principal), accompanied by the
additional payment, if any, required by Section 5.5 of the Credit Agreement in
connection with such prepayment and the amendment and restatement of Section 2.2
of the Credit Agreement in Section 2(d) of this Amendment Agreement is made
after giving effect to such prepayment and (ii) the remainder of such Net
Proceeds shall be available to Borrower for working capital needs and general
corporate purposes and will not be applied as a mandatory prepayment of any
Loan.

         4. Representations, Warranties and Covenants. By its execution and
delivery of this Amendment Agreement, the Borrower represents and warrants to
the Agent and the Lenders as follows:

                  (a) The representations and warranties made by Borrower in
         Article VIII of the Credit Agreement are true and correct on and as of
         the date hereof, except to the extent that such representations and
         warranties expressly relate to an earlier date;

                  (b) There has been no material adverse change in the
         condition, financial or otherwise, of the Borrower and its
         Subsidiaries, taken as a whole, since the date of the most recent
         financial statements of the Borrower received by the Agent and the
         Lenders under Section 9.1 of the Credit Agreement except as set forth
         in the draft financial statements of the Borrower delivered to the
         Agent and the Lenders in compliance with Section 12(iii) of this
         Amendment Agreement (the "Draft 1998 Statements"); and

                  (c) No event has occurred and is continuing which constitutes,
         and no condition exists which upon the consummation of the transaction
         and amendments of the Credit Agreement contemplated hereby would
         constitute, a Default or an Event of Default on the part of the
         Borrower under the Credit Agreement.

                                       9

<PAGE>


         The Borrower also covenants and agrees with the Agent and the Lenders
that the financial statements to be delivered by the Borrower in compliance with
Section 9.1(a) of the Credit Agreement for the Fiscal Year ended December 31,
1998 will not vary in any material respects from the Draft 1998 Statements, and
all parties hereto agree that any such variance in any material respect shall
constitute an Event of Default under the Credit Agreement.

         5. Entire Agreement. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, condition, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and not one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as otherwise expressly stated in this Amendment Agreement, no representations,
warranties or commitments, express or implied, have been made by any party to
the other. None of the terms or conditions of this Amendment Agreement may be
changed, modified, waived or canceled orally or otherwise, except by writing,
signed by all the parties hereto, specifying such change, modification, waiver
or cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.

         6. Full Force and Effect of Agreement. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all other Loan
Documents are hereby confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms. Each Guarantor hereby
acknowledges and agrees to the amendments of the Credit Agreement set forth
herein and hereby confirms and ratifies in all respects the Guaranty and
enforceability of the Guaranty against such Guarantor in accordance with its
terms.

         7. Counterparts. This Amendment Agreement may be executed in any number
of counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.

         8. Governing Law. This Amendment Agreement shall in all respects be
governed by the laws and judicial decisions of the state of New York, without
giving effect to the conflict of laws provisions thereof.

         9. Enforceability. Should any one or more of the provisions of this
Amendment Agreement be determined to be illegal or unenforceable as to one or
more of the parties hereto, all other provisions nevertheless shall remain
effective and binding on the parties hereto.

         10. Credit Agreement. All references in any of the Loan Documents to
the "Credit Agreement" shall mean the Credit Agreement as amended hereby.

         11. Successors and Assigns. This Amendment Agreement shall be binding
upon and inure to the benefit of each of the Borrower, the Lenders and the Agent
and their respective successors, assigns and legal representatives; provided,
however, that the Borrower, without the prior consent of the Agent and each of
the Lenders, may not assign any rights, powers, duties or obligations hereunder.

                                       10

<PAGE>



         12. Conditions Precedent. The effectiveness of this Agreement shall be
conditioned upon (i) the Borrower and the Required Lenders executing and
delivering to the Agent a fully-executed counterpart of this Amendment Agreement
and such further documentation as is necessary to carry out the terms of this
Agreement, (ii) the Borrower paying an amendment fee to each Lender in an amount
equal to .25% of the sum of such Lender's Revolving Credit Commitment and Term
Loan Commitment after giving effect to the reduction of the Term Loan
Commitments resulting from mandatory prepayments made pursuant to Section 3
hereof, and (iii) the Borrower delivering to the Agent and each Lender the
current draft of its consolidated balance sheet and income statement as of and
for the Fiscal Year ended December 31, 1998.



                            [SIGNATURE PAGES FOLLOW.]



                                       11

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.


                                            BORROWER:

                                            BOLLE INC.



                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------



                                            LENDERS:

                                            NATIONSBANK, NATIONAL ASSOCIATION as
                                            Agent for the Lenders and as a
                                            Lender


                                            By:
                                               --------------------------------
                                            Name: Susan Timmerman
                                            Title: Senior Vice President





                                 AMENDMENT NO.3
                             SIGNATURE PAGE 1 OF 2



<PAGE>


                                            BANK BOSTON, N.A.


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------


                                            CREDIT AGRICOLE INDOSUEZ


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

                                            EUROPEAN AMERICAN BANK


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

                                            IMPERIAL BANK


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------

                                            NATIONAL CITY BANK OF KENTUCKY


                                            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------


                                 AMENDMENT NO.3
                             SIGNATURE PAGE 2 OF 2


