
<PAGE>
                                                                       EXHIBIT 1

Excerpt from Bolle's 1998 Annual Report on Form 10-K (SEC File# 000-23899):

"ITEM 13  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MANAGEMENT SERVICES AGREEMENT

         In connection with the Spinoff, the Company entered into a Management
Services Agreement with Lumen (the "Management Services Agreement"). Pursuant to
the Management Services Agreement, Lumen agreed to provide certain management
services to the Company, 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 the
Company 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, the Company entered into Amendment
No. 1 to Management Services Agreement, among the Company, Lumen and Marlin
Holdings, Inc. ("Marlin"), 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 the Company 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) the Company 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 the Company any and all claims it has or may have relating to
certain litigation and the Company 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

         In connection with the Spinoff, Lumen assigned to the Company 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 the Company 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 the Company
(the "Bolle Indemnification Agreement") the Company 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, the
Company entered into Amendment No. 1 to the Bolle Indemnification Agreement
pursuant to which, among other things, the Bolle Indemnification Agreement was
amended to clarify that the Company 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.
<PAGE>

RELATIONSHIPS WITH DIRECTORS

         Employment Agreements.

         Each of Mr. Franck Bolle and Ms. Patricia Bolle Passaquay, both
directors of the Company, is employed full-time by Societe Bolle SNC ("Bolle
SNC"), an indirectly wholly owned subsidiary of the Company, as Director of
International Operations and Director of Export Sales, respectively, pursuant to
employment agreements with Bolle SNC. These agreements were originally entered
into in July 1997 and were amended effective January 1, 1999. During 1998, the
Company 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, each of Mr. Franck Bolle and Ms.
Patricia Bolle Passaquay is entitled to bonuses for the years 1997, 1998 and
1999 of 25% to 50% of his or her annual salary if the Company meets or exceeds
its annual budgetary objectives. Each agreement shall continue until terminated
by either party upon three-months prior written notice, provided, however, that
if the Company terminates either agreement before July 9, 2000 for any reason
other than gross or willful misconduct, the employee will be entitled to
compensation equal to the salary that he or she would have received from the
date of termination to July 9, 2000. Each agreement provides that if the
employee terminates his or her employment, he or she will be restricted from
competing against Bolle SNC for a period of up to three years following such
termination and will be entitled to an additional monthly compensation equal to
eight to ten percent of his or her last monthly salary during such period. The
amendment, effective January 1, 1999, reduced the annual salaries of Mr. Franck
Bolle and Ms, Patricia Bolle Passaquay to a level commensurate with their
current duties of approximately $168,000 per year leaving the other terms of the
agreements the same. The difference between the originally agreed salary levels
and the new salaries for the remainder of the term of the agreements will be
paid in cash in 1999.

         Mr. Kiedaisch, the Chief Executive Officer and a director of the
Company, is employed full time pursuant to an employment agreement with the
Company. 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
the Company 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 Bolle Series A and Series B Preferred Stock and a description
of the Bolle Warrants, see "DESCRIPTION OF CAPITAL STOCK."

CERTAIN TRANSACTIONS

         Bolle France Acquisition. On July 10, 1997, Lumen acquired and
contributed to the Company all of the issued and outstanding share capital of
Bolle France, pursuant to the terms of the Share Purchase Agreement. Pursuant to
the terms of the Share Purchase Agreement, Bolle acquired from the Sellers all
of the issued and outstanding share capital of Bolle France, Bolle Diffusion
Sarl and the related land, in exchange for approximately $54,700,000 consisting
of the following, not including transaction expenses of approximately
$3,600,000: (a) $31,000,000 in cash (the "Cash Consideration"); (b) warrants to
the Sellers to purchase Lumen common stock which have since been exchanged for
Bolle Warrants to purchase an aggregate of 663,618 shares of 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
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 the Company. On July 10, 1997,
Lumen borrowed approximately $32,000,000, for the purpose of paying the Cash
Consideration and certain"
<PAGE>

transaction expenses in connection with the purchase of Bolle France, pursuant
to the terms of the 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"), the Company 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 the Spinoff for
so long as the Series B Preferred Stock shall not have been redeemed in full by
the Company. In connection with the Spinoff, 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 will bear the rights and obligations described above.

         Under the Share Purchase Agreement, each of the Sellers on the one
hand, and the Company and Lumen on the other hand, are liable to fully reimburse
and indemnify the other for any expense, damage, loss or liability arising from
any breach of the terms of the Share Purchase Agreement by the indemnifying
party, subject to certain minimum claim amounts which must be met for the
indemnification provisions to take effect. In connection with the Spinoff, 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 shall then be
released from all such obligations and liabilities. As a result, the Company
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, the Company was party to a
revolving intercompany credit arrangement with Lumen. In connection with the
Spinoff, Lumen repurchased all the shares of Lumen preferred stock held by the
Company in exchange for the cancellation of intercompany debt owed by the
Company to Lumen. At the time of the Spinoff the Company entered into the Credit
Agreement and there are no further intercompany credit arrangements between
Lumen and the Company.

             Consulting and Non-Compete Agreement. In connection with the
Spinoff, pursuant to the transfers made from Lumen to the Company under the
Contribution Agreement, the Company became party to the consulting and
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. The following description refers to the parties' respective duties giving
effect to the assignment of the consulting agreement to the Company. Pursuant to
the agreement, as of January 1, 1997, Mr. Haber was hired as a consultant to the
Company for annual compensation of $155,000 plus health and life insurance
benefits for a period ending on December 31, 2000, extendible for an additional
five years by mutual agreement of the parties. Such consulting agreement was
terminated as of December 31, 1998 and during the first quarter of 1999, the
Company paid the remaining amount due under the agreement to Mr. Haber. Mr.
Haber also agreed, commencing on the effective date of the consulting agreement
and continuing through December 31, 2005, not to compete against the Company in
the eyewear or optical, opthalmic or optometric businesses in any geographic
area in which the Company does business. As compensation for this noncompete
agreement, Mr. Haber received an initial payment of $800,000 and will receive a
payment of $100,000 per year commencing January 1, 1997 through December 31,
2005. Mr. Haber furthermore agreed not to disclose any of the Company's
confidential information. The non-compete agreement remains in effect."
<PAGE>

Excerpt from Bolle's Proxy Statement for its 1999 Annual Meeting of Stockholders
 (SEC File# 000-23899):

                            "CERTAIN RELATIONSHIPS
                            AND RELATED TRANSACTIONS

MANAGEMENT SERVICES AGREEMENT

         In connection with the Spinoff, the Company entered into a Management
Services Agreement with Lumen (the "Management Services Agreement"). Pursuant to
the Management Services Agreement, Lumen agreed to provide certain management
services to the Company, including services relating to strategic planning and
direction, banking negotiations, treasury functions, investor relations,
securities regulatory compliance, insurance programs and asset acquisitions and
sales. Pursuant to the Management Services Agreement, Lumen also agreed to make
available to the Company 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, the Company
entered into Amendment No. 1 to Management Services Agreement, among the
Company, Lumen and Marlin Holdings, Inc. ("Marlin"), 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 the Company 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, the Company consented to the
assignment and released
<PAGE>

Lumen from its obligations pursuant to the Management Services Agreement arising
from October 1998 through the remainder of the term.

CONTRIBUTION AGREEMENT AND INDEMNIFICATION AGREEMENT

         In connection with the Spinoff, Lumen assigned to the Company 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 the Company 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 the Company
(the "Bolle Indemnification Agreement") the Company 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, the
Company entered into Amendment No. 1 to the Bolle Indemnification Agreement
pursuant to which, among other things, the Bolle Indemnification Agreement was
amended to clarify that the Company 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.

RELATIONSHIPS WITH DIRECTORS

         Employment Agreements.

         Each of Mr. Franck Bolle and Ms. Patricia Bolle Passaquay, both
directors of the Company, is employed by Societe Bolle SNC ("Bolle SNC"), an
indirectly wholly owned subsidiary of the Company, as Director of International
Operations and Director of Export Sales, respectively, pursuant to employment
agreements with Bolle SNC. These agreements were originally entered into in July
1997. During 1998, the Company 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, each of
Mr. Franck Bolle and Ms. Patricia Bolle Passaquay is entitled to bonuses for the
years 1997, 1998 and 1999 of 25% to 50% of his or her annual salary if the
Company meets or exceeds its annual budgetary objectives. Each agreement shall
continue until terminated by either party upon three-months prior written
notice, provided, however, that if the Company terminates either agreement
before July 9, 2000 for any reason other than gross or willful misconduct, the
employee will be entitled to compensation equal to the salary that he or she
would have received from the date of termination to July 9, 2000. Each agreement
provides that if the employee terminates his or her employment, he or she will
be restricted from competing against Bolle SNC for a period of up to three years
following such termination and will be entitled to an additional monthly
compensation equal to eight to ten percent of his or her last monthly salary
during such period. Mr. Frank Bolle employment agreement was amended effective
January 1, 1999, reducing his annual salary 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 will be paid
<PAGE>

in cash in 1999. Ms. Patricia Bolle Passaquay's employment is currently under
review for possible amendment.

         Mr. Kiedaisch, the Chief Executive Officer and a director of the
Company, is employed full time pursuant to an employment agreement with the
Company.

         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
the Company 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 Bolle Series A and Series B Preferred Stock and a description
of the Bolle Warrants.

CERTAIN TRANSACTIONS

         Bolle France Acquisition. On July 10, 1997, Lumen acquired and
contributed to the Company all of the issued and outstanding share capital of
Bolle France, pursuant to the terms of the Share Purchase Agreement. Pursuant to
the terms of the Share Purchase Agreement, Bolle acquired from the Sellers all
of the issued and outstanding share capital of Bolle France, Bolle Diffusion
Sarl and the related land, in exchange for approximately $54,700,000 consisting
of the following, not including transaction expenses of approximately
$3,600,000: (a) $31,000,000 in cash (the "Cash Consideration"); (b) warrants to
the Sellers to purchase Lumen common stock which have since been exchanged for
Bolle Warrants to purchase an aggregate of 663,618 shares of 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
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 the Company. 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 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"), the Company 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
<PAGE>

which he received pursuant to the Spinoff for so long as the Series B Preferred
Stock shall not have been redeemed in full by the Company. In connection with
the Spinoff, 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 will bear
the rights and obligations described above.

         Under the Share Purchase Agreement, each of the Sellers on the one
hand, and the Company and Lumen on the other hand, are liable to fully reimburse
and indemnify the other for any expense, damage, loss or liability arising from
any breach of the terms of the Share Purchase Agreement by the indemnifying
party, subject to certain minimum claim amounts which must be met for the
indemnification provisions to take effect. In connection with the Spinoff, 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 shall then be
released from all such obligations and liabilities. As a result, the Company
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.

             Consulting and Non-Compete Agreement. In connection with the
Spinoff, pursuant to the transfers made from Lumen to the Company under the
Contribution Agreement, the Company became party to the consulting and
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. The following description refers to the parties' respective duties giving
effect to the assignment of the consulting agreement to the Company. Pursuant to
the agreement, as of January 1, 1997, Mr. Haber was hired as a consultant to the
Company for annual compensation of $155,000 plus health and life insurance
benefits for a period ending on December 31, 2000, extendible for an additional
five years by mutual agreement of the parties. Such consulting agreement was
terminated as of December 31, 1998 and during the first quarter of 1999, the
Company paid the remaining amount due under the agreement to Mr. Haber. Mr.
Haber also agreed, commencing on the effective date of the consulting agreement
and continuing through December 31, 2005, not to compete against the Company in
the eyewear or optical, opthalmic or optometric businesses in any geographic
area in which the Company does business. As compensation for this noncompete
agreement, Mr. Haber received an initial payment of $800,000 and will receive a
payment of $100,000 per year commencing January 1, 1997 through December 31,
2005. Mr. Haber furthermore agreed not to disclose any of the Company's
confidential information. The non-compete agreement remains in effect."
