Exhibit
10.19


FORM OF LOCK-UP
AGREEMENT


                ,
      


 


J.P. MORGAN SECURITIES
INC.

As Representatives of the Several Underwriters

277 Park Avenue

New York, NY  10172


Re:          VISION-EASE LENS CORPORATION — Public
Offering


Ladies and Gentlemen:


The undersigned
understands that you, as Representative of the several Underwriters, propose to
enter into an Underwriting Agreement (the “Underwriting Agreement”) with
Vision-Ease Lens Corporation, a Delaware corporation (the “Company”) and
certain stockholders of the Company, providing for the public offering (the “Public
Offering”) by the several Underwriters named in Schedule I to the Underwriting
Agreement (the “Underwriters”), of common stock, par value $0.01 per share, of
the Company (the “Common Stock”). Capitalized terms used in this agreement
(this “Agreement”) and not otherwise defined shall have the meanings set forth
in the Underwriting Agreement.


In
consideration of the Underwriters’ agreement to purchase and make the Public
Offering of the Common Sock, and for other good and valuable consideration
receipt of which is hereby acknowledged, the undersigned hereby agrees that
other than, (i) with the prior written consent of J.P. Morgan Securities Inc.
on behalf of the Underwriters, (ii) as a bona fide gift or gifts, provided the
donee or donees thereof agree in writing to be bound by the terms set forth
herein or (iii) as a distribution to partners or shareholders of such person,
provided that the distributees thereof agree in writing to be bound to the
terms set forth herein, the undersigned will not, during the period ending one
hundred eighty (180) days after the date of the final prospectus relating to
the Public Offering (the “Lock-Up Period”), (1) offer, pledge, announce the
intention to sell, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock, or any securities convertible into or
exercisable or exchangeable for Common Stock (including without limitation,
Common Stock which may be deemed to be beneficially owned by the undersigned in
accordance with the rules and regulations of the Securities and Exchange Commission
and securities that may be issued upon exercise of a stock option or warrant)
or (2) enter into any swap or other agreement that transfers, in whole or in
part, any of the economic consequences of ownership of the Common Stock,
whether any such transaction described in clause (1) or (2) above is to be
settled by delivery of Common Stock or such other securities, in cash or
otherwise. In addition, the









 



undersigned agrees
that, without the prior written consent of J.P. Morgan Securities Inc. on behalf of the
Underwriters, it will not, during the Lock-Up Period, make any demand
for or exercise any right with respect to, the registration of any shares of
Common Stock or any security convertible into or exercisable or exchangeable
for Common Stock.


Notwithstanding
the foregoing, if (1) during the last 17 days of the Lock-Up Period, the
Company issues an earnings release or announces material news or a material
event relating to the Company occurs; or (2) prior to the expiration of the
Lock-Up Period, the Company announces that it will release earnings results
during the 16-day period beginning on the last day of the Lock- Up Period, the
Lock-Up Period shall be extended until the expiration of the 18-day period
beginning on the issuance of the earnings release or the occurrence of the
material news or material event and the restrictions imposed by this Agreement
shall continue to apply during such period, unless J.P. Morgan Securities Inc.
waives such extension in writing.


In
furtherance of the foregoing, the Company, and any duly appointed transfer
agent for the registration or transfer of the securities described herein, are
hereby authorized to decline to make any transfer of securities if such
transfer would constitute a violation or breach of this Agreement.


The
undersigned hereby represents and warrants that the undersigned has full power
and authority to enter into this Agreement. All authority herein conferred or
agreed to be conferred and any obligations of the undersigned shall be binding
upon the successors, assigns, heirs or personal representatives of the
undersigned.


The
undersigned understands that, (i) if the Company notifies J.P. Morgan
Securities Inc. in writing that it does not intend to proceed with the
Offering, (ii) if the Underwriting Agreement does not become effective by March 31, 2007, or (iii) if the
Underwriting Agreement (other than the provisions thereof which survive
termination) shall terminate or be terminated prior to payment for and delivery
of the Common Stock to be sold thereunder, the undersigned shall be released
form all obligations under this Agreement.


The
undersigned understands that the Underwriters are entering into the
Underwriting Agreement and proceeding with the Public Offering in reliance upon
this Agreement.


This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York applicable to contracts formed and to be performed entirely
within the State of New York, without regard to the conflict of laws principles
thereof to the extent such principles would require or permit the application
of the laws of another jurisdiction.


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  [NAME
  OF STOCKHOLDER]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: