**COMMERCIALLEASE**

     THIS LEASE, MADE AND ENTEREDINTO THIS 26th day of September 2000, by and between Minnesota Logistics II,LLC, a Minnesota limited liability company (hereinafter "Landlord"),and Vision-Ease Lens, Inc., a corporation under the laws of Minnesota(hereinafter "Tenant").

# RECITALS

| A.             | Minnesota Logistics II,  LLC currently located at 700 North 54th Avenue in the City of St. Cloud, the  legal description of which is attached hereto as Exhibit A and made a part  hereof by reference.  (hereinafter  referred to as "the premises"). |
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| B.             | Tenant wishes to lease the  building located on the real estate described in Exhibit A, and Landlord is  willing to lease the same to Tenant, according to the terms and conditions  set forth below.                                                                 |
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WITNESSETH,                                                                                                                                                                                                                                                   |

1.     LeasedPremises.  Landlord leases to Tenantand Tenant takes from Landlord the building located at 700 North 54th Avenue,St.  Cloud, Minnesota, which shallinclude parking areas located at that same address, said leased premises beinglocated on the real estate legally described in Exhibit A and said leasedpremises being shown in the sketch attached as Exhibit B and made a part hereofby reference (hereinafter referred to as "demised premises" or"leased premises") together with all rights, privileges, easements,appurtenances, and immunities belonging to or in any way pertaining to the saidpremises and together with the building and other improvements now erected uponsaid demised premises, as the same now are, with no obligation on the part ofthe Landlord to put or keep the same in any other, different, or bettercondition, except as otherwise set forth herein.  Tenant agrees that it is leasing the premises on an "ASIS", "WHERE IS" and "WITH ALL FAULTS" basis, basedupon its own judgment, and hereby disclaims any reliance upon any statement orrepresentation whatsoever made by Landlord.

2.     LeaseTerm.  This lease shall commence onSeptember 28, 2000 and shall terminate at midnight on September 28, 2005,unless renewed and extended in accordance with the provisions hereof.

3.     Rightof Renewal of Lease Term.  Tenantshall have the right to renew this lease, according to its terms in effect atthe end of the original term for an additional three 2-year terms commencingSeptember 28, 2005, on September 28, 2007 and then again on September 28,2009.  Tenant shall exercise Tenant'sright of renewal by giving notice to Landlord, in writing, no less than 180days before the end of the initial lease term, of Tenant's election to renew.
| 4.  Rentals. |
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| a.                | Basic Rental.  Basic rental for the plant and production  area will be at the rate of $3.60 per square foot per year with an area  agreed upon by the parties being leased of 69,595 square feet, which amounts  to a annual rental of $250,542.00 per year, payable in monthly installments  of $20,878.50, commencing on the date of this lease and continuing on the  same date of each and every month thereafter throughout the term of this  lease.  The basic rental for the  office space shall be in the amount of $7.80 per square foot per year at an  agreed-upon square footage of 12,401 square feet, which amounts to an annual  rental of $96,727.80 per year, payable in monthly installments of $8060.65  commencing on the date of this lease and continuing on the same date of each and  every month thereafter throughout the term of this lease.  The total monthly rental payments shall be  $28,939.15. |
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|              | In the event Tenant  exercises the option to renew the lease for one or more additional 2-year  terms, the parties agree to adjust the rental as follows: |
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|              | The amount of rent to be  paid for the additional terms will be set by Landlord based upon prevailing  market rates for comparable space in the St. Cloud area, in the reasonable  discretion of Landlord.  Landlord  shall provide this information to Tenant upon Tenant's request, so that  Tenant may determine whether to renew this lease. |

     Ifthe parties fail to agree on the rent for an additional term, by mutualagreement after not less than two weeks of negotiation either party may choosean appraiser as hereinafter provided and cause the rent to be determined in thefollowing manner.  The fair rental valueor market value of the leased premises shall be determined by appraisers.  The party desiring the appraisal may choseone appraiser after which the other party shall have twenty (20) days in whichto choose an appraiser.  Should a secondappraiser not be chosen within said twenty days, the party naming the firstappraiser may choose the second appraiser. The two so chosen shall select a third appraiser within twenty (20)days, and if they fail to do so, the selection on application of either partymay be made by any Judge of the District Court of Stearns County,Minnesota.  The decision of any two suchappraisers shall be binding upon the parties. In the event that a board of three appraisers is appointed to acthereunder, all determinations made by such appraisers and all proceedings andactions of such appraisers, except as herein otherwise provided, shall begoverned by the provisions of the Minnesota Uniform Arbitration Act (MinnesotaStatutes, Chapter 572).  The fees andexpenses of the appraisers shall be paid equally by the parties.

Allof the appraisers selected herein shall be real estate appraisers with not lessthan fifteen (15) years experience in the valuation of industrial real estatein the City of St. Cloud, Minnesota, and shall have no interest directly orindirectly in the parties hereto or in any parent, subsidiary or affiliatethereof, and shall have not, during the five year period immediately precedinghis selection as appraiser hereunder, rendered services to or acted on behalfof said parties or a parent, subsidiary or affiliate thereof.
| b.     | Additional Rentals.  Tenant shall pay to Landlord, as  additional rentals, during the lease term and during the renewal lease term  all of the annual installments of real estate taxes and special assessments  included with the annual real estate taxes (except that they shall be  prorated as of the date of the lease term for the first and last calendar  years of the lease) and all insurance premiums applicable to the demised  premises.   Landlord will provide  copies of insurance premiums to Tenant and Tenant shall have 15 days to  reimburse Landlord for such premiums.     Tenant shall further pay for all utilities and garbage removal for the  demised premises, as is further set forth in Section 13. |
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|   | In addition to payments noted above, Tenant shall pay  100% of the cost of the cost of maintenance of the parking lot constituting  the leased premises.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|   | It is agreed that, for the  purposes of determining the amount of real estate taxes to be paid by Tenant,  that the taxes applicable to the real estate described in Exhibit A shall be  allocated as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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|   | 95% to Tenant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | 5% to Landlord                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

     5.     Use.  The demised premises shall be used only forthe purpose of general office use and manufacturing uses consistent withTenant's existing use as of the commencement of this lease or used ofsublessees approved by Landlord, and for such other lawful purposes as may beincidental thereto.  Tenant shall atTenant's own cost and expense obtain any and all licenses and permits necessaryfor such use.  Tenant shall comply withall governmental laws, ordinances and regulations applicable to the use of thedemised premises, and shall promptly comply with all governmental orders anddirectives for the correction, prevention, and abatement of nuisance in or uponor connected with the demised premises, all at Tenant's sole expenses.

6.     ParkingArea.  As part of the demisedpremises, Tenant is assigned on site parking shown on the sketch attached asExhibit B and made a part hereof be reference.

7.     Repairs.    
| a.     | Landlord's  Responsibilities.  Landlord shall at all times, at Landlord's  sole cost and expense keep the exterior walls, the gutters and water spouts  of the buildings situated on the demised premises, in good repair and  condition, and will promptly make all structural repairs necessary during the  term hereof, including the roof for which Landlord shall be responsible  unless damage is caused thereto by Tenant in which case Tenant shall be  responsible for said repairs.    In  the event that the building situated upon the demised premises should become  in need of repairs required to be made by Landlord hereunder, Tenant shall  give immediate written notice thereof to Landlord.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| b.     | Tenant's Responsibilities.  Tenant shall keep the buildings and other  improvements located on the demised premises ~n good condition and make all  necessary repairs, including replacement where necessary (except those  expressly required to be made by Landlord) including but not limited to  repairs to the plate glass, heating system, exposed plumbing pipes and  fixtures, air conditioning equipment, and the interior of the building  generally.   At the end or other  termination of this lease, Tenant shall deliver up the leased premises with  all improvements located thereon, in good repair and condition, reasonable  wear and tear and damage by fire, tornado, or other casualty and the elements  only excepted.   Tenant shall further  be responsible for all parking lot maintenance and repair (including crack  and pothole repair and sealing as needed, but not resurfacing of tar) and all  maintenance of the outside grounds.    Tenant shall perform all maintenance and repair work necessary to  maintain the demised premises in good condition reasonable wear and tear  excepted.   Notwithstanding the  foregoing, there are currently 38 HVAC units on the roof of the main building  used for air conditioning purposes.   It has been determined that the building can be properly air  conditioned and heated by 21 of those HVAC units, provided they are properly  located.  Therefore, Tenant only shall  have the obligation to maintain not less than 21 HVAC units, properly  located, and deliver at the end of the lease term 21 properly located working  HVAC units.  Exhibit C contains  details of the compressors needed to comply with this section. |

8.     CovenantAgainst Waste.  Tenant shallthroughout the demised term take good care of the buildings and otherimprovements located upon the demised premises, and keep them free from wasteor nuisance of any kind.

9.     Alterationsand Improvement.  Tenant shall notmake any major alterations, additions, or improvements to the demised premiseswithout the prior written consent of Landlord which consent shall not beunreasonably withheld.  Tenant may,without the consent of Landlord, but at Tenant's own cost and expense and in goodworkmanlike manner make such minor alterations, additions or improvements, orerect, remove, or alter such partitions, or erect such shelves, bins, machineryand trade fixtures as it may deem advisable, without altering the basiccharacter of the building or improvements, and in each case complying with allapplicable governmental laws, ordinances, regulations, and otherrequirements.  At the termination ofthis lease, Tenant shall, if Landlord so elects, remove all alterations,additions, improvements and partitions erected by Tenant after the date hereofwhich have not been consented to by Landlord and restore the premises to theiroriginal condition, otherwise such improvements shall be delivered up toLandlord with the premises.  All tradefixtures, equipment and personal property owned by Tenant may be removed byTenant at the termination of this lease if Tenant so elects and shall be soremoved if required by Landlord.  Allsuch removals and restoration shall be accomplished in a good workmanlike mannerso as not to damage the primary structure or structural qualities of thebuilding and other improvements situated on the demised premises.

10.     Signing.  Tenant shall not construct any newprojecting sign or awning without the prior written consent of Landlord whichconsent shall not be unreasonably withheld. Signs existing at the inception of this lease are approved by theLandlord.  Signs must conform withapplicable governmental laws, ordinances, regulations, and otherrequirements.  Tenant shall remove allsuch signs at the termination of this lease. Such installations and removals shall be made in such manner as to avoidinjury, defacement or overloading of the buildings and other improvements.  All such signs shall be placed only on thebuilding actually leased by Tenant.

11.     HazardousUsage.  

| a.     | Tenant will not permit the  demised premises to be used for any purpose which would render the insurance  thereon void or the insurance risk more hazardous.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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| b.     | Tenant  shall not install, use, generate, store or dispose of in or about the demised  premises any hazardous substance, toxic chemical, pollutant or other material  regulated by the comprehensive Environmental Response, Compensation and  Liability Act of 1985 or the Minnesota Environmental Response and Liability  Act or any similar law or regulation, including without limitation any  material containing asbestos, PCB, CFC or HCFC (collectively "Hazardous  Materials") without Landlord's written approval of each Hazardous  Material.  Landlord shall not  unreasonably withhold its approval of use by Tenant of Hazardous Materials  customarily used in its business operations so long as Tenant uses such  Hazardous Materials in accordance with all applicable laws.  Tenant shall indemnify, defend and hold  Landlord harmless from and against any claim, damage or expense arising out  of Tenant's installation, use, generation, storage, or disposal of any  Hazardous Materials, regardless of whether Landlord has approved the  activity.  The Landlord hereby  consents to the use of hazardous materials and substances by the Tenant to  the extent necessary for use in the operation of Tenant's business, provided  that Tenant shall use and periodically dispose of such substances in  compliance with all laws, regulation and ordinances, and further provided  that Tenant properly removes all such substances from the premises at the  termination of this lease and disposes of them properly. |
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| c.     | Tenant will not use or  occupy the demised premises for any unlawful purpose, and will comply with  all present and future laws, ordinances, regulations, and orders of all  governmental entities having jurisdiction over the demised premises,  including those relating to disposal of hazardous waste and chemicals.  However, Tenant shall not be obligated to  alter or modify the building or the improvements owned by the Landlord to  comply with future laws, ordinances, regulations and orders, except when  related to Tenant's use.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| d.     | Tenant agrees to  absolutely indemnify, defend and hold Landlord harmless of and from any loss,  damage, costs, expenses, including all attorneys fees, arising out of or in  any manner related to Tenant's generation, transportation, treatment,  storage, manufacture, emission, use of disposal of any toxic or hazardous  substances in, from, to or about the Leased Premises prior to or during the  term of this lease.  This warranty  shall survive the expiration or termination of this Lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

12.     Rightof Entry.  Landlord and Landlord'sagents and representatives shall have the right to enter and inspect thedemised premises (including Phase II environmental tests) at any time duringreasonable business hours upon reasonable advance notice to Tenant, for thepurpose of ascertaining the condition of the demised premises or in order tomake such repairs as may be required to be made by Landlord under the terms ofthis lease.

13.     Utilities.  Landlord agrees to provide gas, water,electricity and telephone service connections to the demised premises, and theTenant shall pay all charges incurred for any utility services or snow plowingused on the demised premises, and shall furnish all electric light bulbs andtubes.  All utility and waste removalbills shall be sent directly to Tenant.

14.     Assignment of Lease.  Tenant shall not have the right to assignthis lease or to sublet the whole or any part of the demised premises withoutthe prior written consent of Landlord which shall not be unreasonably withheldor delayed, provided Tenant may assign this Lease in connection with a sale ofTenant's business to an entity with a net worth greater than the combined networth of Tenant and Tenant's Guarantor (see Section 30 of this lease); butnotwithstanding any such assignment or subletting, Tenant shall at all timesremain fully responsible and liable for the payment of the rent hereinspecified and for compliance with all and other obligations under the terms,provisions, and covenants of this lease, including the use of the premises,unless Landlord shall have negotiated and entered into a new lease with theproposed sub-lessee or assignee, or Landlord shall have agreed in writing toaccept performance by the sub-lessee or assignee and exonerate Tenant offurther rents and performance. Alternatively, Landlord may revise the lease to terminate the leasearrangement for the area proposed in the sublease, and will proportionatelycredit the rental payments accordingly. Upon the occurrence of any event of default as herein defined, if thedemised premises or any part thereof are then assigned or sublet, Landlord, *in*addition to any other remedies herein provided or provided by laws, may attheir option collect directly from such assignee or sub-Tenant all the rentsbecoming due to them by Tenant hereunder, and no such collection shall beconstrued to constitute a novation or a release of Tenant from the furtherperformance of its obligations hereunder. Landlord shall also have the right to assign any of their rights underthis lease; but notwithstanding any such assignment, Landlord shall at all timesremain fully responsible and liable for compliance with all of theirobligations under the terms, provisions and covenants of this lease.

15.     Casualty.  In the event that the improvements locatedupon the demised premises should be damaged or destroyed by fire or othercasualty, Tenant shall give written notice thereof to Landlord within areasonable time.  If the improvementslocated upon the demised premises are substantially destroyed (50% or more) byfire, tornado or other casualty, or if said improvements are so damaged that itreasonably appears the rebuilding or repair of the same cannot be completedwithin onehundred twenty (120) days then this lease shall cease and come to an end at theoption of either Landlord or Tenant.  Toexercise said option of termination, either Landlord or Tenant shall givewritten notice to the other party within twenty (20) days after said damageoccurs.  Upon notice of termination,this lease shall terminate and the rent for the unexpired term of this lease shallbe abated effective as of the date the damage occurs.  In the event that the option to terminate is not so exercisedwithin the time specified therefore, this lease shall remain in full force andeffect and Landlord shall proceed with due diligence to repair and restore saidpremises to substantially the same condition as prior to such damage ordestruction.  Until said premises arerepaired and restored to such condition, rent shall abate.

In theevent that the improvements located upon the leased premises should be damagedby fire, tornado or other casualty but not to such extent as to besubstantially destroyed (Sot or more), or to such extent that rebuilding orrepairs can be completed within ninety (90) days after the date upon which saiddamage occurs this lease shall not terminate. In such event, Landlord shall proceed with reasonable diligence torebuild and repair said improvements to substantially the condition in whichthey existed prior to said damage. Until said premises are so repaired and restored the rent payablehereunder shall be abated.  In the eventthat Landlord should fail to complete said repairs and rebuilding within ninety(90) days after the date of said damage, Tenant may at its option terminatethis lease by delivering written notice of termination to Landlord whereuponall rights and obligations hereunder shall cease and terminate.

16.     Indemnityof Landlord.  Landlord shall not be liable to Tenant or Tenant'semployees, agents, or visitors, or to any other person whomsoever, for anyinjury to person or damage to property on or about the demised premises, causedby the negligence or misconduct of Tenant, its agents, servants, or employees,or of any other person entering upon the premises under express or impliedinvitation of Tenant, its agents, servants, or employees, or of any otherperson entering upon the premises under express or implied invitation ofTenant, or caused by the buildings and improvements located on the premises orcaused by leakage of gas, oil, water or steam, or by electricity emanating fromthe premises, or due to any other cause whatsoever, and Tenant agrees to carryproperty damage and liability insurance as hereinafter set forth for thepurpose of saving Landlord harmless to the extent of such coverage.  Any injury to person or damage to propertycaused by the negligence of Landlord or by the failure of Landlord to repairand maintain that part of the premises which Landlord is obligated to repairand maintain, shall be the liability of Landlord and not of Tenant, andLandlord agrees to indemnify Tenant and hold Tenant harmless from any and allloss, expense, or claims arising out of such damage or injury.

17.     Insurance.  Tenantagrees to purchase, in advance, and to carry in full force and effect thefollowing insurance:
| a.     | "All risk" property  insurance covering the full replacement value of all of Tenant's leasehold  improvements, trade fixtures and personal property within the Premises.  Landlord shall be named as loss payee and  additional insured under all such policies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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| b.     | Commercial general  liability insurance, providing coverage on an "occurrence" rather  than a "claims made" basis, which policy shall include coverage for  Bodily Injury, Property Damage Personal Injury, Contractual Liability  (applying to this Lease), and Independent Contractors, in current Insurance  Services Office form or other form which provides coverage at least as  broad.  Tenant shall maintain a  combined policy limit of at least $4,000,000 applying to Bodily Injury,  Property Damage and Personal Injury, which limit may be satisfied by Tenant's  basic policy, or by the basic policy in combination with umbrella or excess  policies so long as the coverage is at least as broad as that required  herein.  Such liability, umbrella and/or  excess policies may be subject to aggregate limits so long as the aggregate  limits have not at any pertinent time been reduced to less than the policy  limit stated above, and provided further that any umbrella or excess policy  provides coverage from the point that such aggregate limits in the basic  policy become reduced or exhausted.   Landlord shall be named as additional insured under all such policies. |

Landlord shall procure fire insurance and extended coverage andsuch other insurance for the full insurable value on all improvements excludingthe Tenant's property referenced above. The premiums therefore will be paid by Tenant pursuant to Section4b.  Neither party shall be liable tothe other or to any insurance company insuring them for any loss or damage toany building or structure, or other tangible property, or losses underworkmen's compensation laws and benefits, even though such loss or damage mighthave been occasioned by the negligence of said party, its agents or employees,to the extent covered by the other party's insurance.

18.     CondemnationClause.  If the whole or any substantial part (25% or more of thebuilding or parking area or a taking affecting ingress or egress) of thedemised premises should be taken for any public or quasi-public use under thegovernmental law, ordinance or regulation or by right of eminent domain or byprivate purchase in lieu thereof, this lease shall terminate and the rent shallbe abated during the unexpired portion of this lease, effective when thephysical taking of said premises shall occur. Tenant shall have no claim against the condemning authority, Landlord,or otherwise, for any portion of the amount that may be awarded as damages as aresult of such taking or condemnation or for the value of any unexpired term ofthis lease; provided, however, that Landlord shall not be entitled to anyseparate award made to Tenant for loss of business or costs of relocation.

Ifless than a substantial part of the demised premises shall be taken for anypublic or quasi-public use under any governmental law, ordinance or regulation,or by right of eminent domain, or by private purchase in lieu thereof, thislease shall not terminate but the rent payable hereunder during the unexpiredportion of this lease shall be reduced to such extent as may be fair andreasonable under all of the circumstances.

19.     Holding Over.  ShouldTenant, or any of its successors in interest, hold over the leased premises, orany part thereof, after the expiration of the term of this lease, unlessotherwise agreed in writing, such holding over shall constitute and beconstrued as a tenancy from month to month only.  All obligations and duties imposed by this lease upon theLandlord and Tenant shall remain the same during any such period of occupancy.

20.     Eventsof Default.  The following events shall be deemed to be events ofdefault by Tenant under this lease:
| a.     | Tenant shall fail to pay  any installment of the rent hereby reserved and such failure shall continue  for a period of five (5) business days after written demand therefore shall  have been made by Landlord.                                                                            |
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| b.     | Tenant shall fail to  comply with any terms, provision, covenant. of this lease, other than the  payment of rent, and shall not cure such failure within forty-five (45) days  after written notice thereof to Tenant.                                                                     |
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| c.     | Tenant shall become  insolvent, or shall make a transfer in fraud of creditors, or shall make an  assignment for the benefit of creditors.                                                                                                                                                 |
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| d.     | Tenant shall file a  petition under any section or chapter of the National Bankruptcy Act, as amended,  or under any similar law or statute of the United States or any state  thereof; or Tenant shall be adjudged bankrupt or insolvent in proceedings  filed against Tenant thereunder. |
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| e.     | A receiver of trustee  shall be appointed substantially all of the assets of Tenant                                                                                                                                                                                                        |

21.     Re-entryof Premises.  In the event of any breach of this lease by Tenant,Landlord may, at Landlord's option, terminate the lease and recover fromTenant:
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| a.     | the worth  at the time of award of the unpaid rent which was earned at the time of  termination                                                                                                                                                      |
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| b.     | the worth at the time of  award of the amount by which the unpaid rent which would have been earned  after termination until the time of the award exceeds the amount of such  rental loss that the Tenant proves could have been reasonably avoided |
| c.     | the  worth at the time of award of the amount by which the unpaid rent for the  balance of the term after the time of award exceeds the amount of such rental  loss that Tenant proves could be reasonably avoided; and                              |
| d.     | any  other amount necessary to compensate Landlord for all detriment proximately  caused by Tenant's failure to perform its obligations under the lease or  which in ordinary course of things would be likely to result therefrom.                  |

Landlordmay, in the alternative, continue this lease in effect, as long as Landlorddoes not terminate Tenant's right to possession, and Landlord may enforce alltheir rights and remedies under the lease, including the right to recover therent as it becomes due under the lease. If said breach of lease continues, Landlord may, at any time thereafter,elect to terminate the lease.

Nothingcontained herein shall be deemed to limit any other rights or remedies whichLandlord may have.

Pursuitof any of the foregoing remedies shall not preclude pursuit of any otherremedies herein provided, or any other remedies provided by law, nor shallpursuit of any remedy herein provided constitute a forfeiture or waiver of anyrent due to Landlord hereunder, or of any damage occurring to Landlord byreason of the violation by Tenant of any of the terms, provisions and covenantsherein contained.  The waiver byLandlord of any violation or breach of any of the terms, provisions andcovenants herein contained shall not be deemed or construed to constitute awaiver of any other violation or breach of any of the terms, provisions, andcovenants herein contained which may occur subsequent thereto.  Forbearance by Landlord to enforce one ormore of the remedies herein provided upon an event of default shall not be deemedto constitute a waiver of such default.

22.     Attorney'sFees.  If, on account of any breach or default by either Tenantor Landlord in Tenant's or Landlord's obligations under the terms andconditions of this lease, it shall become necessary for Tenant or Landlord toemploy an attorney to enforce or defend any of Tenant's or Landlord' rights orremedies hereunder, the non-prevailing party agrees to pay reasonableattorney's fees incurred by the prevailing party in such connection.

23.     Subordination.  Tenantaccepts this lease subject and subordinate to any mortgage or mortgages now alien upon the demised premises.  Thislease shall also be subject and subordinate to the lien of any other mortgage whichmay at any time hereafter be or become a lien on the demised premises, providedthe mortgagee under such mortgage agrees to notify Tenant of any and alldefaults on the part of Landlord under such mortgage and to allow Tenant areasonable time to correct any such default before foreclosure.  Tenant shall at all times hereafter, ondemand, execute any instruments, releases or other documents that may berequired by any mortgagee for the purpose of subjecting and subordinating thislease to the lien of any such mortgage, provided Tenant is given a reasonablenon-disturbance provision.

24.     Default of Landlord.  Inthe event Landlord should become in default in any payments due on any suchmortgage, or in the payment of taxes or any other items which might become alien upon the premises and which Tenant is not obligated to pay under the termsand provisions of this lease, Tenant is authorized and empowered to pay anysuch items for and on behalf of Landlord, and the amount of any items so paidby Tenant for or on behalf of Landlord, together with any interest or penaltyrequired to be paid inconnection therewith, shall be payable, ondemand, by Landlord to Tenant, and may be deducted by Tenant from any rentthereafter becoming due hereunder; provided, however, that Tenant shall not beauthorized and empowered to make any payment under the terms of this paragraphunless the item paid shall be superior to Tenant's interest hereunder.  In the event Tenant pays any mortgage debt *in*full, *in*accordance with this paragraph, it shall, at its election,be entitled to the mortgage security by assignment or subrogation.

25.     RentalPayment and Notice.  Each provision of this instrument or of anyapplicable governmental laws, ordinances, regulations and other requirementswith reference to the sending, mailing or delivery of any notice or the makingof any payment by Landlord to Tenant or with reference to the sending, mailing,or delivery of any notice or the making of any payment by Tenant to Landlordshall be deemed to be complied with when and if the following steps are taken:
| a.        | All rent and other  payments required to be made by Tenant to Landlord hereunder shall be payable  to Landlord in cash or check at the address herein below set forth or at such  other address as Landlord may specify from time to time by written notice  delivered in accordance herewith.                                                                                                                                                                                     |
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| b.        | All payments required to  be made by Landlord to Tenant hereunder shall be payable to Tenant at the  address herein below set forth, or such other address within the continental  United States as Tenant may specify from time to time by written notice  delivered in accordance herewith.                                                                                                                                                                                      |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| c.        | Any notice or document  required or permitted to be delivered hereunder shall be deemed to be  delivered whether actually received or not when deposited in the United States  mail, postage prepaid, registered or certified mail, return receipt  requested, addressed to the parties hereto at the respective addresses set  out opposite their names below, or at such other addresses as they have  theretofore specified by written notice delivered in accordance herewith: |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| LANDLORD: |
|      | Minnesota  Logistics II, LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|      | 640  54th Avenue North                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|      | St.  Cloud, MN 56303                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| TENANT:   |
|      | Vision-Ease Lens, Inc.,  Suite 312                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|      | Brooklyn Park, MN 55428                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

26.     Definitions.  Wordsof any gender used in this lease shall be held and construed to include anyother gender, and words in the singular number shall be held to include theplural, unless the context otherwise requires.

27.     BindingEffect.  The terms, provisions and covenants contained in this leaseshall apply to, inure to the benefit of, and be binding upon the parties heretoand upon their respective successors in interest and legal representativesexcept as otherwise herein expressly provided.

28.     SecurityDeposit.  N/A

29.     SecurityInterest.  N/A

30.     Guaranty.  BMCIndustries, Inc., a Minnesota corporation (of which Vision-Ease is a wholelyowned subsidiary), as an inducement to Landlord entering into this easement,agrees to execute a guaranty in the form attached hereto as Exhibit D and madea part hereof by reference.

31.     Waiver.  If,under the provisions hereof, Landlord shall institute proceedings and acompromise or settlement thereof shall be made, the same shall not constitute awaiver of any covenant herein contained nor of any of Landlord's rightshereunder.  No waiver by Landlord of anybreach of any covenant, condition, or agreement itself, or of any subsequentbreach thereof shall constitute a waiver of later enforcement by Landlord.  No payment by Tenant or receipt by Landlordof a lesser amount than the monthly installments of rent herein stipulatedshall be deemed to be other than on account of the earliest stipulated rent norshall any endorsement or statement on any check or letter accompanying a checkfor payment of rent be deemed an accord and satisfaction, and Landlord mayaccept such check or payment without prejudice to Landlord's right to recoverthe balance of such rent or to pursue any other remedy provided in thislease.  No re-entry by Landlord, noacceptance by Landlord of keys from Tenant, shall be considered an acceptanceof a surrender of this lease.

 

Executed this 26thday of September, 2000.

 
| LANDLORD:                     | TENANT:                    |
|-------------------------------|----------------------------|
|                          |                       |
| MINNSOTA LOGISTICS II, LLC    | Vision Ease Lens, Inc.     |
|                          |                       |
| By:  /s/John L.Maiers    | By: /s/Bradley  D. Carlson |
| Its:  Chief Financial Officer | Its:  Treasurer            |

 
| STATE OF MINNESOTA | )    |
|--------------------|------|
|               | ) ss |
| COUNTY OF STEARNS  | )    |

The foregoing was acknowledged before me this 15th day ofSeptember 2000, by John L. Maiers, the Chief Executive Manager and MichaelMueller, the Chief Financial Manager of Minnesota Logistics, Inc., a limitedliability company under the laws of the State of Minnesota, Landlord.
|               |   | /s/Barbara Harlander |
|--------------------|--------|----------------------|
| STATE OF MINNESOTA | )      | Notary Public        |
|               | ) ss   |                 |
| COUNTY OF HENNEPIN | )      |                 |

Theforegoing was acknowledged before me this 26th day of September, 2000, by Bradley D. Carlson, the Treasurer ofVision Ease Lens Inc., a corporation under the laws of the State of Minnesota,Tenant.

 

                                  /s/La Wayne Reuter Yaeger                                  NotaryPublic

 

THIS INSTRUMENT DRAFTED BY:WILLENBRING, DAHL,WOCKEN & ZIMMERMANNDaniel T.  Zimmermann (141835)Red River at Main - Box 417Cold Spring, MN 56320(612) 685-3678File No.  7258-008