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                           EXECUTIVE EMPLOYMENT AGREEMENT

     This Executive Employment Agreement, effective as of January 1, 1999, is by
and between BMC Industries, Inc., a Minnesota corporation located at One
Meridian Crossings, Suite 850, Minneapolis, Minnesota 55423 (the "COMPANY") and
Paul B. Burke, an individual residing at 2154 Charlton Road, Sunfish Lake,
Minnesota 55118 (the "EXECUTIVE").

     A.   The Executive has been employed as President and Chief Executive
Officer of the Company and has been serving as Chairman of the Board of
Directors of the Company (the "Board").

     B.   The parties wish to provide for the continuation of the existing
relationship on the terms hereinafter provided.

     In consideration of the actual promises hereinafter set forth, the Company
and the Executive each intending to be legally bound, agree as follows:

     1.   DEFINITIONS.  Capitalized terms used herein shall have the meanings
assigned to them in the Company's 1994 Stock Incentive Plan as in effect on the
effective date hereof (the "PLAN"), unless otherwise specifically defined
herein.

     2.   EMPLOYMENT.

       (a)     EMPLOYMENT.  Subject to all of the terms and conditions of this
     Agreement, the Company agrees to employ the Executive as its President,
     Chief Executive Officer, and Chairman of the Board, and the Executive
     accepts such employment.

       (b)     DUTIES.  The Executive will perform his duties and obligations
     hereunder on a full-time basis and, make the best use of Executive's
     energy, knowledge and training in advancing the Company's interests.
     Executive shall perform those services for the Company normally associated
     and consistent with the titles and positions specified in Section 2(a)
     which shall include, but not be limited to, the following:

                  (i)    general and active management of the business strategy
               and affairs of the Company, subject to the direction and
               supervision of the Board;

                  (ii)   participation with other officers and directors of the
               Company in the establishment of policies of the Company;

                  (iii)  presiding at meetings of the Board;

                  (iv)   supervision of the tasks and duties of all of the
               officers of the Company; and

                  (v)    supervision of the employment and termination of
               employment of all of the executive employees of the Company.

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        (c)    Notwithstanding anything to the contrary contained in this
     Agreement, nothing herein shall preclude Executive from devoting reasonable
     periods of time to:  (i) serving as a director or member of a committee of
     any organization which does not involve a material conflict of interest
     with the interests of the Company; (ii) engaging in charitable and
     community activities; or (iii) managing his personal investments; PROVIDED,
     HOWEVER, that such activities do not materially interfere with the
     performance of his duties and responsibilities hereunder.

   3.     COMPENSATION.  In consideration for all services to be rendered to the
Company, the Company agrees to compensate the Executive as follows:

       (a)     SALARY.  The Company agrees to pay Executive a salary at a rate
     of Four Hundred Thousand U.S. Dollars (U.S.$400,000) per year, increased
     from time to time as the Board, in its sole discretion, may determine (the
     "SALARY").  Such Salary will be paid no less often than semi-monthly in
     accordance with the standard payroll practices of the Company.

       (b)     ANNUAL BONUS.  In addition to the Salary, Executive will be
     entitled to an annual bonus of a percentage of Executive's Deemed Base
     Salary (as defined below in Section 3(b)(i)) then in effect (the "ANNUAL
     BONUS") in accordance with the Company's management incentive bonus plan
     (the "BONUS PLAN") applied in accordance with this Section 3(b).  The Bonus
     Plan shall be maintained during the term of this Agreement.  For purposes
     of this Agreement, the Bonus Plan will be operated consistent with past
     practice, except that as applied to the Executive under this Agreement:

                  (i)    The Executive's base salary, for purposes of
               determining the Executive's Annual Bonus only, will be deemed to
               be Four Hundred Twenty Five Thousand U.S. Dollars (U.S.$425,000)
               (the "DEEMED BASE SALARY"); provided, that, such Deemed Base
               Salary will be increased by any amount by which the Salary is
               increased; and

                  (ii)   the Bonus Plan will be structured to provide the
               opportunity to yield an Annual Bonus determined by that formula
               set forth as Schedule A hereto (as amended each year to reflect
               annual changes to the corporate performance target earnings
               requirement).

       (c)     RESTRICTED STOCK AWARD.  Executive shall receive a Restricted
     Stock Award with a Fair Market Value of Fifty Thousand U.S. Dollars
     (U.S.$50,000) on the date of such Award (the "STOCK AWARD"), effective upon
     approval thereof by the Board.  The Stock Award shall be subject to and
     represented by an agreement in form and substance customarily entered into
     upon the making of similar Restricted Stock Awards (the "AWARD AGREEMENT"),
     which shall contain such restrictions as have customarily applied
     previously to Restricted Stock Awards, but such restrictions shall lapse on
     December 31, 2000.  The parties agree to promptly enter into any such
     agreement.

       (d)     STOCK OPTIONS.  Executive will receive a Non-Statutory Stock
     Option (the "OPTION") under the Plan to purchase Three Hundred Thousand
     (300,000) shares of the


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     Company's Common Stock, effective upon approval thereof by the Board.  The 
     Option shall be subject to and represented by an agreement in form and 
     substance customarily entered into upon the making of Non-Statutory Stock 
     Options (the "OPTION AGREEMENT").  The parties agree to promptly enter into
     any such agreement.  Notwithstanding the foregoing, the Option (and 
     correspondingly, the Option Agreement) will have an exercise price equal to
     100% of the Fair Market Value of the Common Stock on the date of the grant 
     as determined under the Plan and will provide that it becomes fully vested 
     and exercisable in whole or in part on December 31, 2000, subject to any 
     customarily applicable forfeiture/vesting provisions contained in the 
     Option Agreement and Change of Control Agreement (as defined in 
     Section 4(b)(iv) hereof).

       (e)     EXTENSION OF STOCK OPTION EXERCISE PERIOD.  All Non-Statutory
     Stock Options previously granted to Executive shall be amended to provide,
     and the Option granted under Section 3(d) shall provide, effective upon
     approval by the Board, that the period during which the Executive may
     exercise all such Options shall continue for a period of 365 days from the
     date of any termination of Executive's employment with the Company, to the
     extent such Options by their terms are otherwise exercisable and would not
     otherwise expire or lapse, prior to the end of such period.  Any agreement
     representing such Options shall be revised to reflect such amendment.

       (f)     REIMBURSEMENT OF BUSINESS EXPENSES.  The Company agrees to
     reimburse the Executive for all reasonable out-of-pocket business expenses
     incurred by the Executive on behalf of the Company, provided that the
     Executive appropriately accounts to the Company for all such expenses in
     accordance with the rules and regulations of the Internal Revenue Service
     under the Internal Revenue Code of 1986, as amended (the "CODE"), if
     applicable, and in accordance with the standard policies of the Company
     relating to reimbursement of business expenses.

       (g)     BENEFITS AND VACATION.

                  (i)    The Executive is entitled to participate in all benefit
               plans and policies now in effect or hereafter adopted by the
               Company to the extent that the terms of such benefit plans permit
               the Executive to participate therein, including without
               limitation, the Company's: Executive Perk/Flex Plan, physical
               examination plan, Stock Option Exercise Loan Program, 401(k)
               savings plan, profit sharing plan, non-qualified benefit
               equalization plan, Change of Control Agreement (as defined in
               Section 4(b)(iv) hereof), and all existing grants or awards to
               Executive under the Plan.  The Executive's benefits under the
               Perk/Flex Plan will be determined using the Deemed Base Salary.

                  (ii)   The Executive is entitled to an amount of paid vacation
               as is consistent with and does not otherwise interfere with
               Executive's duties hereunder and to all legal holidays observed
               by the Company, in each case, in accordance with the Company's
               policies as in effect from time-to-time.


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   4.     TERM AND TERMINATION.

       (a)     TERM.  Subject to earlier termination in accordance with Section
     4(b) below, this Agreement will become effective as of January 1, 1999 and
     will have an initial term of two (2) years, concluding on December 31,
     2000.  This Agreement will be automatically renewed for successive one (1)
     year periods after such initial term, unless and until terminated by either
     party effective as of the end of such initial term, or successive one-year
     renewal period, on not less than sixty (60) days' written notice before the
     end of such initial term or any such successive one-year renewal period.

       (b)     TERMINATION.

                  (i)    The Company may terminate this Agreement immediately on
               written notice to the Executive "for cause".  For purposes of
               this Agreement, "for cause" means: (A) an act or acts of personal
               dishonesty taken by Executive and intended to result in
               substantial personal enrichment of Executive at the expense of
               the Company; (B) repeated violations by Executive of his
               obligations under Section 2(b) which are demonstrably willful and
               deliberate on Executive's part and which are not remedied within
               a reasonable period after Executive's receipt of notice of such
               violations from the Company or (C) the willful engaging by
               Executive in illegal conduct that is materially and demonstrably
               injurious to the Company.  For purposes of this Section 4(b)(i),
               no act, or failure to act, on Executive's part shall be
               considered "dishonest," "willful" or "deliberate" unless done, or
               omitted to be done, by Executive in bad faith and without
               reasonable belief that Executive's action or omission was in, or
               not opposed to, the best interest of the Company.  Any act, or
               failure to act, based upon authority given pursuant to a
               resolution duly adopted by the Board or based upon the advice of
               counsel for the Company shall be conclusively presumed to be
               done, or omitted to be done, by Executive in good faith and in
               the best interests of the Company;

                  (ii)   This Agreement will terminate upon Executive's death or
               upon written notice from the Company in the event of Executive's
               "permanent disability" (defined as the unwillingness or inability
               of the Executive to perform his duties hereunder because of
               incapacity due to physical or mental illness, bodily injury or
               disease for a period of (180) consecutive days);

                  (iii)  The parties may at any time terminate this Agreement by
               mutual agreement in writing; and

                  (iv)   The Executive may terminate this Agreement as provided
               for in the Change of Control Agreement between the Executive and
               the Company dated as of May 9, 1991 (the "CHANGE OF CONTROL
               AGREEMENT").


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The date this Agreement is terminated is hereinafter referred to as the
"TERMINATION DATE."

       (c)     COMPENSATION UPON TERMINATION.

                  (i)    If the Company terminates this Agreement "for cause"
               pursuant to Section 4(b)(i), the Company will be obligated to pay
               the Executive only the Salary as may be due and owing through the
               Termination Date, and all other non-contingent compensation
               earned and accrued up through the Termination Date which will
               specifically not include any Annual Bonus, or any part thereof.
               Such Salary and other amounts will be paid in one lump sum within
               ten (10) business days after the Termination Date. The
               Executive's rights to the Stock Award, Option and all other
               benefits available to Executive shall be as provided for in the
               Plan, and the other agreements, plans and policies governing each
               such right and benefit.

                  (ii)   If this Agreement is terminated in accordance with
               Section 4(a) or pursuant to Section 4(b)(ii), the Company will be
               obligated to pay the Employee the Salary which may be due and
               owing through the Termination Date, and all other non-contingent
               compensation earned and accrued through the Termination Date.
               Such Salary and other amounts will be paid in one lump sum within
               ten (10) business days of the Termination Date.  In addition, the
               Executive shall be entitled to the Annual Bonus, if any, with
               respect to the fiscal year in which such termination occurs;
               provided, that, in the case of termination pursuant to Section
               4(b)(ii), such Annual Bonus shall be pro-rated in an amount equal
               to the total amount of the Annual Bonus which would have been
               payable to the Executive had this Agreement not so terminated,
               multiplied by a fraction, the numerator of which equals the
               number of complete or partial calendar months from the beginning
               of such fiscal year during which this Agreement terminates
               through the Termination Date, and the denominator of which is
               twelve (12).  Such Annual Bonus (or pro-rata share thereof) shall
               be paid as and when contemplated under the Bonus Plan
               notwithstanding that the Termination Date may have previously
               occurred. The Executive's rights to the Stock Award, Option and
               all other benefits available to Executive shall be as provided
               for in the Plan, and the other agreements, plans and policies
               governing each such right and benefit.

                  (iii)  If the Company terminates the Agreement in accordance
               with Section 4(a), the Company will be obligated to pay the
               Executive his base salary for one year after the Termination
               Date.  Such salary shall be paid in twelve (12) equal monthly
               installments, with the first such payment due on the last day of
               the month containing the Termination Date.  This Payment is in
               addition to the payments required by Section 4(c)(ii).


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                  (iv)   If this Agreement terminates pursuant to Section
               4(b)(iii), the Executive shall be entitled to payments as
               provided in Section 4(c)(ii) above unless the parties otherwise
               mutually agree in writing.

                  (v)    If this Agreement is terminated in accordance with
               Section 4(b)(iv), or the Executive's employment with the Company
               is terminated under circumstances when the Change of Control
               Agreement is applicable, the Executive shall be compensated
               solely as provided for in the Change of Control Agreement, and
               any conflict between this Agreement and the Change of Control
               Agreement shall in such case be governed by the Change of Control
               Agreement.

  5. NON-COMPETITION; CONFIDENTIALITY.

       (a)     NON-COMPETITION.  Executive agrees that during the term of this
     Agreement and for a period of two (2) years following the Termination Date,
     Executive will not directly or indirectly, alone or as a partner, officer,
     director, shareholder, member, employee, independent contractor or in any
     other capacity of or with respect to any other firm or entity, engage in
     any commercial activity, in any location where the Company has operations,
     sales, customers or otherwise does business, in competition with any part
     of the Company's business as conducted during the term of this Agreement.
     Such business includes, without limitation, the design, manufacture and
     distribution of ophthalmic lenses, aperture masks and precision 
     photo-etched metal parts, specialty printed circuits, electroformed 
     components.  Notwithstanding the foregoing, the competition restrictions in
     this Section 5 shall not apply to any part of the Company's business that 
     represented less than five percent (5%) of its consolidated revenues during
     the most recently completed fiscal year preceding the Termination Date.  
     For purposes of this Section 5(a) "shareholder" shall not include 
     beneficial ownership of five percent (5%) or less of the combined voting 
     power of all issued and outstanding voting securities of a publicly held 
     corporation whose stock is traded on a major stock exchange or quoted on 
     NASDAQ.

          (b)  CONFIDENTIALITY. The Executive agrees not to directly or
     indirectly disclose or use at any time, either during or subsequent to his
     employment by the Company and any of its subsidiaries or affiliates (which
     obligation will survive indefinitely), any technology, trade secrets, 
     know-how, or other information, knowledge, or data possessed or used by the
     Company or to which the Executive gains access in connection with his
     employment and which the Company deems confidential or proprietary or which
     the Executive has reason to believe is confidential or proprietary, except
     as such disclosure or use may be required in connection with his work for
     the Company or unless the Executive first secures the written consent of
     the Company; provided, that the foregoing shall not prohibit the Executive
     only from retaining and using documents and reports of the Company relating
     to management, operational or strategic activities of the Company as
     formats or templates for the creation of other documents or reports for
     parties other than the Company for whom the Executive is then providing
     services.  The foregoing proviso shall in no event, however, be deemed to
     permit the Executive (i) to retain any documentation relating to any
     intellectual property or technological information of the


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<PAGE>

     Company or (ii) to disclose or make available to any other party actual (A)
     identifying information (including name, position, age or gender) with 
     respect to any personnel or human resource information, or (B) detailed 
     information relating to the operational, strategic or financial condition, 
     plans or performance of the Company.

          Subject to the foregoing, upon termination of his employment with the
     Company, the Executive will promptly return to the Company all originals
     and all copies of all property and assets of the Company created or
     obtained by the Executive as a result of or in the course of or in
     connection with his employment with the Company which are in the
     Executive's possession or control, whether confidential or not.  The
     obligations under this Section 5 will not apply to any information that is
     now or becomes generally available to the public through no fault of
     Executive or to Executive's disclosure of any information required by law
     or judicial or administrative process.

  6. MISCELLANEOUS.

       (a)     NO ADEQUATE REMEDY.  The Executive understands that if the
     Executive fails to fulfill Executive's obligations under Section 5 of this
     Agreement, the damages to the Company would be very difficult to determine.
     Therefore, in addition to any rights or remedies available to the Company
     at law, in equity, or by statute, the Executive hereby consents to the
     specific enforcement of Section 5 of this Agreement by the Company through
     an injunction or restraining order issued by an appropriate court.

       (b)     CONSENT TO USE OF NAME.  The Executive consents to the use of
     Executive's name in appropriate Company materials such as, but not limited
     to, offering memoranda related to financing activities of the Company.

       (c)     NO CONFLICTS.  Each party represents and warrants to the other
     that neither the entering into of this Agreement nor the performance of any
     obligations hereunder will conflict with or constitute a breach under any
     obligation of such party, as the case may be, under any agreement or
     contract to which such party is a party or any other obligation by which
     such party is bound.

       (d)     SUCCESSORS AND ASSIGNS.  Subject to provisions of the Change of
     Control Agreement, this Agreement is binding on and inures to the benefit
     of the Company's successors and assigns.  This Agreement is also binding
     on, and all rights of Executive hereunder shall inure to the benefit of and
     be enforceable by, the Executive's heirs, successors, assigns and legal
     representatives.  If Executive should die while any amounts would still be
     payable to Executive hereunder if Executive had continued to live, all such
     amounts, unless otherwise provided herein, shall be paid in accordance with
     the terms of this Agreement to Executive's devisee, legatee, or other
     designee or, if there be no such designee, to Executive's estate.
     Executive may not assign this Agreement, in whole or in any part, without
     the prior written consent of the Company.

       (e)     MODIFICATION.  This Agreement may be modified or amended only by
     a writing signed by the Company and the Executive.


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<PAGE>

       (f)     GOVERNING LAW.  The laws of Minnesota will govern the validity,
     remedies, interpretation, enforcement, construction, and performance of
     this Agreement.  Subject to Section 6(g), any legal proceeding related to
     this Agreement will be brought in an appropriate Minnesota court or federal
     court setting in Minnesota, and the Company and the Executive hereby
     consent to the exclusive jurisdiction of that court for this purpose.

       (g)     DISPUTE RESOLUTION.  Except for any proceeding brought pursuant
     to Section 6(a) herein, the parties agree that any dispute arising out of
     or relating to this Agreement or the formation, breach, termination or
     validity thereof (a "DISPUTE"), will be resolved as follows.  If the
     Dispute cannot be settled through direct discussions, the parties will
     first try to settle the Dispute in an amicable manner by mediation under
     the Commercial Mediation Rules of the American Arbitration Association,
     before resorting to arbitration.  Any Dispute that has not been resolved
     within sixty (60) days of the initiation of the mediation procedure (the
     "MEDIATION DEADLINE") will be settled by binding arbitration by a panel of
     three arbitrators in accordance with the commercial arbitration rules of
     the American Arbitration Association.  The arbitration and mediation
     proceedings will be located in Minneapolis, Minnesota.  The arbitrators are
     not empowered to award damages in excess of compensatory damages and each
     party hereby irrevocably waives any damage in excess of compensatory
     damages.  Judgment upon any arbitration award may be entered into any court
     having jurisdiction thereof and the parties' consent to the jurisdiction of
     the courts the state in which the arbitration occurred for this purpose.

       (h)     CONSTRUCTION. Whenever possible, each provision of this Agreement
     will be interpreted so that it is valid under the applicable law.  If any
     provision of this Agreement is to any extent declared invalid by a court of
     competent jurisdiction under the applicable law, that provision will remain
     effective to the extent not declared invalid.  The remainder of this
     Agreement also will continue to be valid, and the entire Agreement will
     continue to be valid in other jurisdictions.

       (i)     WAIVERS.  No failure or delay by the Company or the Executive in
     exercising any right or remedy under this Agreement will waive any
     provision of the Agreement.  Nor will any single or partial exercise by
     either the Company or the Executive of any right or remedy under this
     Agreement preclude either of them from otherwise or further exercising
     these rights or remedies, or any other rights or remedies granted by any
     law or any related document.

       (j)     ENTIRE AGREEMENT.  This Agreement supersedes all previous and
     contemporaneous oral negotiations, commitments, writings and understandings
     between the parties concerning the matters in this Agreement, including
     without limitation any policy or personnel manuals of the Company, except
     to the extent this Agreement otherwise provides with respect to the Plan,
     the Option Agreement, the Award Agreement, the Change of Control Agreement,
     and the benefits described in Section 3(g).


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<PAGE>

       (k)     NOTICES.  All notices, requests, demands and other communications
     required or permitted under this Agreement will be in writing and be
     personally delivered or sent by registered first-class mail, postage
     prepaid, and will be effective upon delivery, if personally delivered, and
     five days after mailing to the addresses stated at the beginning of this
     Agreement, if so mailed.  These addresses may be changed at any time by
     like notice.

       (l)     COUNTERPARTS.  This Agreement may be executed in one (1) or more
     counterparts, each of which shall be deemed to be an original but all of
     which together will constitute one (1) and the same instrument.

       (m)     SURVIVAL.  The parties expressly acknowledge and agree that the
     provisions of this Agreement which by their express or implied terms extend
     beyond the termination of Executive's employment hereunder including,
     without limitation, the provisions of Section 4(c) (relating to
     compensation) or beyond the termination of this Agreement (including,
     without limitation, the provisions of Section 5 (relating to 
     non-competition and confidential information), shall continue in full force
     and effect notwithstanding Executive's termination of employment hereunder
     or the termination of this Agreement, respectively.

       (n)     WITHHOLDING.  To the extent required by any applicable law,
     including, without limitation, any federal or state income tax or excise
     tax law or laws, the Federal Insurance Contributions Act, the Federal
     Unemployment Tax Act or any comparable federal, state or local laws, the
     Company retains the right to withhold such required portion of any amount
     or amounts payable to Executive under this Agreement as the Company (on the
     written advice of outside counsel that is disclosed to Executive) deems
     necessary.


     IN WITNESS WHEREOF, the Company and the Executive have executed this 
Agreement as of the date first above written.


BMC INDUSTRIES, INC.                       EXECUTIVE


By:   /s/Jeffrey J. Hattara                  /s/Paul B. Burke
     -------------------------              ---------------------------
      Jeffrey J. Hattara                    Paul B. Burke


Title:  Vice President Finance and
         Administration and CFO


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