FIRST
AMENDMENT TO LEASE

This
First Amendment to Lease (the Amendment
or First Amendment) is entered
into effective as of March l4, 2011, by and between Hines REIT
Minneapolis Industrial, LLC, a Delaware limited liability company (Landlord), and CyberOptics Corporation, a
Minnesota corporation (Tenant).

RECITALS

A.          Landlord
and Tenant are now the parties to an Industrial Building Lease dated March 27,
2006, that was originally executed by Tenant and FirstCal Industrial 2
Acquisition, LLC, as Landlord (the Existing
Lease and as amended by this First Amendment, the Lease), pursuant to which Tenant has been
leasing approximately 60,217 square feet of rentable area (the Existing Premises) in the Building located
at 5900 Golden Hills Drive in Golden Valley, Minnesota.

B.          Landlord
and Tenant now wish to reduce the size of the Premises and to extend the Lease
Term on the terms and conditions set forth below.

AGREEMENT

Accordingly,
in consideration of the foregoing recitals, the mutual covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1.          Application of Lease Terms. Except to the
extent inconsistent with this Amendment and except to the extent that the terms
of this Amendment specifically address a topic, the terms and conditions of the
Existing Lease shall apply. Those capitalized terms which are used in this
Amendment and are not defined herein shall have the respective meaning given to
them in the Existing Lease.

2.          Extension of Lease Term. The Term of the
Lease is hereby extended from its currently scheduled expiration date of June 30,
2011, until 11:59 p.m. on December 31, 2018 (the First Extended Term). Any
reference to the Lease Term or Term in the Lease or in any Exhibit thereto
shall mean the Lease Term as extended by this First Amendment.

3.          Reduction of Premises. On or before July 1,
2011, Tenant shall surrender possession to Landlord of the approximately 9,455
square feet of rentable area which is depicted on the floor plan that is
attached hereto as Exhibit A-l (the Reduction
Space) in broom clean condition and with all of Tenants personal
property removed therefrom. Landlord shall, at Landlords expense, promptly
thereafter construct a building standard demising wall to separate the
Reduction Space from the rest of the Premises. Landlord shall complete the
demising wall on the interior of the Premises so that it is sheet-rocked,
taped, mudded, sanded and ready for painting. Landlord shall also install, at
Landlords expense, any HVAC equipment which is required, in Landlords
commercially reasonable determination, to separate the HVAC systems for the
Reduction Space and the Remaining Premises (as defined below) because of the

| |                   |   
| | ----------------- | --
| | Approved          |   
| | CyberOptics Legal | DH

---



construction
of such demising wall. Landlord shall, at Tenants expense, finish the interior
of such demising wall with finishes selected by Tenant and approved by
Landlord, which approval shall not be unreasonably withheld. Landlord shall
also, at Tenants expense, install, reinstall or modify the HVAC venting,
ceiling, lighting, air delivery and fire sprinkler systems in the Remaining
Premises to the extent required because of the construction of such demising
wall. From and after July 1, 2011, or, if later, the date on which Tenant
surrenders possession of the Reduction Space in the condition required above,
the term Premises wherever it appears in this Lease or in any Amendments and
Exhibits thereto shall mean the approximately 50,762 square feet of rentable
area that is depicted on Exhibit A-l attached hereto (the Remaining Premises), whether or not
Landlord has then constructed the demising wall; provided that after the
demising wall has been constructed, the Remaining Premises shall be re-measured
and the actual rentable square footage of the Remaining Premises and Tenants
Proportionate Share of Operating Expenses shall be memorialized in a
Declaration that shall be prepared by Landlord. Notwithstanding anything to the
contrary herein, Tenant shall remain obligated to pay Rent for the Reduction
Space through June 30, 2011, or, if later, the date on which Tenant actually
surrenders possession of the Reduction Space to Landlord in the condition
required above (i.e. in broom clean condition and with all of Tenants personal
property removed therefrom).

4.          Rent for Premises. Notwithstanding anything
to the contrary in the Existing Lease, Tenant shall pay as Monthly Base Rent
for the Premises monthly installments in an amount equal to one-twelfth of the
product of:

(a)          Ten
and 92/100 Dollars ($10.92) times the number of square feet of the rentable
area of the Existing Premises (i.e. 60,217 square feet) for the period
beginning on October 1, 2010, and ending on June 30, 2011;

(b)          Eight
and 00/100 Dollars ($8.00) times the number of square feet of the rentable area
of the Premises (based upon an estimated rentable square footage of 50,762 for
the Remaining Premises, if necessary, until the actual number of rentable
square feet in the Remaining Premises has been determined plus the actual
number of rentable square feet in the Reduction Space until the date the
Reduction Space is actually surrendered in the condition required above, but
only if the Reduction Space has not been surrendered to Landlord on or before
July 1, 2011) for the period beginning on July 1, 2011, and ending on December
31, 2011;

(c)          Eight
and 25/100 Dollars ($8.25) times the number of square feet of the rentable area
of the Premises for the period beginning on January 1, 2012, and ending on
December 31, 2012;

(d)          Eight
and 50/100 Dollars ($8.50) times the number of square feet of the rentable area
of the Premises for the period beginning on January 1, 2013, and ending on
December 31, 2013;

(e)          Eight
and 75/100 Dollars ($8.75) times the number of square feet of the rentable area
of the Premises for the period beginning on January 1, 2014, and ending on
December 31, 2014;

| |                   |   
| | ----------------- | --
| | Approved          |   
| | CyberOptics Legal | DH

---



(f)          Nine
and 00/100 Dollars ($9.00) times the number of square feet of the rentable area
of the Premises for the period beginning on January 1, 2015, and ending on
December 31, 2015;

(g)          Nine
and 25/100 Dollars ($9.25) times the number of square feet of the rentable area
of the Premises for the period beginning on January 1, 2016, and ending on
December 31, 2016;

(h)          Nine
and 50/100 Dollars ($9.50) times the number of square feet of the rentable area
of the Premises for the period beginning on January 1, 2017, and ending on
December 31, 2017; and

(i)          Nine
and 75/100 Dollars ($9.75) times the number of square feet of the rentable area
of the Premises for the period beginning on January 1, 2018, and ending on
December 31, 2018.

Tenant
shall remain obligated to pay Tenants Proportionate Share of Operating
Expenses for the Premises throughout the First Extended Term in accordance with
the provisions of the Lease. From and after July 1, 2011, Tenants
Proportionate Share of Operating Expenses shall be approximately 54.95%;
subject to determination of the actual rentable square footage of the Remaining
Premises in accordance with Section 3 above. For purposes of determining
Tenants Proportionate Share of Operating Expenses, the Building contains a
total of 92,379 square feet of rentable area. When the actual rentable square
footage of the Remaining Premises has been determined, Landlord and Tenant
shall make any payment to each other that is necessary to adjust and reconcile
any payments of Base Rent and Tenants Proportionate Share of Operating
Expenses that have been made by Tenant (based upon an estimated rentable square
footage of 50,762) with the actual rentable area of the Remaining Premises.

5.          Condition of Space. Tenant hereby
acknowledges that Landlord is under no obligation to make any alterations,
decorations, additions or improvements in or to the Premises, nor to bear the
cost of the same or to provide any construction, build-out or other allowance
to Tenant because of the extension of the Lease Term or the reduction of the
Premises, except for Landlords obligations under Section 3 above and Section 8
below and Landlords obligation to make the First Amendment Allowance and the
Supplemental Allowance available to Tenant as described in Sections 6 and 7
below.

6.          Improvement Allowance. To help pay for the
costs which are incurred by Tenant in designing, engineering and constructing
any improvements which Tenant desires to make to the Premises including any
work to be performed by Landlord for Tenant at Tenants expense pursuant to
Section 3 above (the First Amendment
Improvements) or for costs incurred by Tenant for cabling and
relocation of Tenants furniture, fixtures and equipment during remodeling,
Landlord shall make available to Tenant an allowance of Fourteen and 35/100
Dollars ($14.35) per square foot of the actual rentable area of the Remaining
Premises (which shall be determined after the demising wall has been
constructed by Landlord in accordance with Section 3 above) (the First Amendment Allowance). Landlord shall
pay the First Amendment Allowance on a monthly basis in accordance with
customary construction disbursement procedures and upon receipt of a sworn
construction statement and draw requests,

| |                   |   
| | ----------------- | --
| | Approved          |   
| | CyberOptics Legal | DH

---



with
supporting invoices for actual costs incurred and lien waivers from all
contractors and subcontractors; it being agreed, however, that Landlord shall
not be required to disburse any portion of the First Amendment Allowance if
Tenant is then in default of its obligations under the Lease. If the actual
cost of the First Amendment Improvements exceeds the amount of the First
Amendment Allowance, Tenant shall pay the excess costs without reimbursement
from Landlord as and when such excess costs become due and payable.
Notwithstanding the foregoing, Tenant shall have the right to apply up to, but
not more than (i) an amount equal to Four and 35/100 Dollars ($4.35) times the
actual number of rentable square feet in the Remaining Premises of the First
Amendment Allowance as a credit against the installments of Monthly Base Rent
which are due and payable on or after the date on which this First Amendment
has been fully executed and delivered, and (ii) an amount equal to Five and
00/100 Dollars ($5.00) times the actual number of rentable square feet in the
Remaining Premises of the First Amendment Allowance as a credit against the
installments of Monthly Base Rent which are due and payable on or after July 1,
2011, in either case, by giving written notice to Landlord of the amounts to be
credited and against which installments of the Monthly Base Rent.

7.          Supplemental Allowance. Landlord also
agrees to make available to Tenant a supplemental allowance of Nine and 00/100
Dollars ($9.00) per square foot of the actual rentable area of the Remaining
Premises (which shall be determined after the demising wall has been
constructed by Landlord in accordance with Section 3 above) (the Supplemental Allowance). The Supplemental
Allowance may be used as a credit against Base Rent in the manner described
below or to pay for costs incurred by in designing, engineering and
constructing any First Amendment Improvements during the First Extended Term.
For so long as Tenant is not in default under this Lease, Landlord shall pay
the Supplemental Allowance on a monthly basis all in accordance with customary
construction disbursement procedures and documentation as required by title
insurance companies and institutional construction lenders. Landlord shall be
permitted to offset against the Supplemental Improvement Allowance any amounts
past due to Landlord by Tenant under this Lease. If the actual costs of
designing, engineering and constructing the First Amendment Improvements exceed
the amount of the First Amendment Allowance and the Supplemental Allowance,
Tenant shall pay the excess costs without reimbursement from Landlord as and
when such excess costs become due and payable. Landlords obligation to make
the Supplemental Allowance available to Tenant shall expire with respect to any
portion of the Supplemental Allowance which is not used by Tenant prior to the
expiration of the First Extended Term. Tenant shall have the right to apply all
or any portion of the Supplemental Allowance as a credit against the
installments of Monthly Base Rent which are due and payable on or after July 1,
2011, by giving written notice to Landlord of the amounts to be credited and
against which installments of the Monthly Base Rent; provided that Tenant may
not apply more than an amount equal to One and 30/100 Dollars ($1.30) times the
actual number of rentable square feet in the Remaining Premises of the
Supplemental Allowance against the Base Rent due during any twelve (12) month
period.

8.          Construction Matters. Landlord shall permit
WCL Architects to provide all architectural services (including schematic,
design and construction drawings) required in connection with the First
Amendment Improvements. The fees for WCL Architects shall be paid by Tenant and
may be paid from the First Amendment Allowance. When the final plans and
specifications for the First Amendment Improvements have been approved by
Landlord (the Approved Plans),
Landlord shall submit the Approved Plans to three contractors for

| |                   |   
| | ----------------- | --
| | Approved          |   
| | CyberOptics Legal | DH

---



competitive
bidding. Upon receipt of the bids, Landlord shall enter into a contract with
the general contractor selected by Tenant to perform the First Amendment Improvements
(the General Contractor).
Although Landlord shall oversee the construction of the First Amendment
Improvements by the General Contractor, Landlord shall not charge Tenant a
supervision fee to oversee such construction. If the cost of designing,
engineering and constructing the First Amendment Improvements in accordance
with the Approved Plans exceeds an amount equal to Ten Dollars ($10.00) times
the actual number of rentable square feet in the Remaining Premises (the Budgeted Improvement Allowance Threshold),
or if Tenant requests changes to the Approved Plans which increase the cost of
constructing the First Amendment Improvements above the Budgeted Improvement
Allowance Threshold, then in either case Tenant shall pay any such costs which
exceed the Budgeted Improvement Allowance Threshold (the Excess Costs) within thirty (30) days
after receiving Landlords invoice for such Excess Costs. If Tenant fails to
pay any Excess Costs within such thirty (30) day period, Landlord shall have
the right to pay the Excess Costs from the Supplemental Allowance.

9.          Construction Representatives. Elizabeth
Anderson is hereby designated the individual who Landlord agrees shall be
available to meet and consult with Tenant as Landlords representative
respecting the First Amendment Improvements, and who, as between Landlord and
Tenant, shall have the power to legally bind Landlord (Landlords Designated Representative).
Jeff Bertelsen is hereby designated as the individual who Tenant agrees shall
be available to meet and consult with Landlord as Tenants representative
respecting the First Amendment Improvements, and who, as between Tenant and
Landlord, shall have the power to legally bind Tenant (Tenants Designated Representative).
Landlord and Tenant shall each have the right to change their respective
representatives, and such representatives responsibilities, upon notice to the
other party given pursuant to the terms of the Lease. All inquiries or
instructions from Tenants Designated Representative pertaining to the First
Amendment Improvements shall be directed in writing to Landlords Designated
Representative.

10.          Declaration. Landlord shall promptly after
the First Extended Term begins prepare a Declaration (substantially in the form
of Exhibit G attached hereto) confirming the First Extended Term Commencement
Date, the actual rentable area of the Remaining Premises, Tenants
Proportionate Share of Operating Expenses and the other information set forth
thereon. Tenant shall execute and return such declaration within ten (10)
business days after submission. If Tenant fails to execute and return such
declaration to Landlord within said ten (10) business day period, Tenant shall
be conclusively deemed to have agreed that the information in the declaration
is accurate and Tenant shall have thereby waived any right to object to the
accuracy of such information unless Landlord has, during said ten (10) business
day period, received a written notice from Tenant objecting to such information
and describing in detail Tenants reasons for so objecting.

11.          Renewal Options. Tenant shall have the
right to extend the Lease Term for two (2) additional periods of three (3)
years each on the terms and subject to the conditions set forth in Exhibit H
attached hereto.

12.          Right of Offer. Tenant shall have the Right
of Offer to lease certain space which is adjacent to the Premises if such space
becomes available for lease on the terms and subject to the conditions set
forth in Exhibit I attached hereto.

| |                   |   
| | ----------------- | --
| | Approved          |   
| | CyberOptics Legal | DH

---



13.          Parking Rights. Tenant shall have the right
to use approximately one hundred forty (140) unreserved parking spaces in the
adjacent surface parking lot for the Building throughout the Lease Term.

14.          Operating Expenses. The phrase but no less
than five (5) months after each Operating Year. in the second line of the
first Sentence in Section 3.4 of the Existing Lease is hereby amended to read
but no more than five (5) months after each Operating Year,.

15.          Deletion of Existing Lease Provisions.
Section 25 (titled Option to
Renew) and Section 26 (titled Right of First Opportunity to Lease Contiguous
Space) of the Existing Lease are hereby deleted.

16.          OFAC Compliance. Pursuant to United States
Presidential Executive Order 13224 (Executive
Order) and related regulations of the Office of Foreign Assets
Control (OFAC) of the U.S.
Department of the Treasury, U.S. persons and entities are prohibited from
transacting business with persons or entities who, from time to time are
determined to have committed, or to pose a risk of committing or supporting,
terrorist acts, narcotics trafficking, money laundering and related crimes.
Those persons and entities are identified on a list of Specially Designated
Nationals and Blocked Persons (the List),
published and regulated by OFAC. The names, including aliases, of these persons
or entities are updated frequently. In addition, OFAC enforces other Executive
Orders which, from time to time, impose restrictions on transactions with, or
involving certain countries. Tenant hereby certifies and represents that
neither it, nor any of its owners, members of its governing body, management,
employees or agents is on the List or is acting for, or on behalf any person or
entity on the List. Tenant further acknowledges its obligation to remain in
compliance with existing and future regulations promulgated by OFAC throughout
the Term of the Lease.

17.          Acknowledgement. Tenant hereby acknowledges
and agrees that Tenant now has no extension, renewal, expansion, contraction or
early termination rights or rights of first offer or refusal with respect to
the Premises or any other space in the Building (collectively, Modification Rights); except for Tenants
Renewal Options as described in Section 11 above and in Exhibit H attached
hereto and Tenants Right of Offer as described in Section 12 above and in
Exhibit I attached hereto. Any provision in the Existing Lease or in any
Exhibits thereto that establishes or that might be interpreted to establish any
other Modification Rights is hereby deleted.

18.          Counterparts. This Amendment may be
executed in any number of counterparts, all of which will be considered one and
the same Amendment notwithstanding that all parties hereto have not signed the
same counterpart. Signatures on this Amendment which are transmitted electronically
shall be valid for all purposes. Any party shall, however, deliver an original
signature for this Amendment to the other party upon request.

19.          Brokers. Tenant warrants that Tenant has
not engaged or dealt with any broker in connection with this First Amendment
other than Rick Nelson and Winthrop Commercial, Inc. and Tenant agrees to
defend, indemnify and hold Landlord harmless from and against any claim for
brokers fees or finders fees asserted on account of any dealings with Tenant
by any other

| |                   |   
| | ----------------- | --
| | Approved          |   
| | CyberOptics Legal | DH

---



broker.
Landlord agrees to pay a commission to Winthrop Commercial, Inc. in an amount
equal to Two and 60/100 Dollars ($2.60) per square foot of the actual rentable
area of the Remaining Premises as payment in full for its services in
connection with this First Amendment and all matters contemplated herein; with
such commission being due and payable in full within thirty (30) days after the
date on which the Declaration in the form of Exhibit G attached hereto has been
executed by Landlord to memorialize the actual rentable area of the Remaining
Premises.

20.          Reaffirmation of Existing Lease. Except as
expressly amended herein, all of the terms of the Existing Lease remain in full
force and effect.

| |                   |   
| | ----------------- | --
| | Approved          |   
| | CyberOptics Legal | DH

---



IN
WITNESS WHEREOF, Tenant has executed this First Amendment to Lease to be
effective as of the date first above written.

| |                                                     |                         |  | 
| | --------------------------------------------------- | ----------------------- |  | 
| | TENANT:                                            
| |                                                     |                        
| | CYBEROPTICS CORPORATION,
 
 a Minnesota corporation
| |                                                     |                        
| | By:                                                 | -s- Kathleen P. Iverson
| | Name:                                               | Kathleen P. Iverson    
| | Title:                                              | President
 & CEO       

This
is signature page to the First Amendment to Lease between Hines REIT
Minneapolis Industrial, LLC, a Delaware limited liability company, as Landlord,
and CyberOptics Corporation, a Minnesota corporation, as Tenant, with respect
to the Premises in the Building which is located at 5900 Golden Hills Drive in
Golden Valley, Minnesota.

| |                   |   
| | ----------------- | --
| | Approved          |   
| | CyberOptics Legal | DH

---



IN
WITNESS WHEREOF, Landlord has executed this First Amendment to Lease to be
effective as of the date first above written.

| |                                                                                 |                        |  | 
| | ------------------------------------------------------------------------------- | ---------------------- |  | 
| | LANDLORD:                                                                      
| |                                                                                 |                       
| | HINES REIT MINNEAPOLIS
 INDUSTRIAL, LLC, 
 a Delaware limited liability company
| |                                                                                 |                       
| | By:                                                                             | -s- Edmund A. Donalds 
| | Name:                                                                           | Edmund Donaldson      
| | Title:                                                                          | Senior Vice
 President
| |                                                                                 | (Edmund A. Donaldson) 

This
is signature page to the First Amendment to Lease between Hines REIT
Minneapolis Industrial, LLC, a Delaware limited liability company, as Landlord,
and CyberOptics Corporation, a Minnesota corporation, as Tenant, with respect
to the Premises in the Building which is located at 5900 Golden Hills Drive in
Golden Valley, Minnesota.

| |                   |   
| | ----------------- | --
| | Approved          |   
| | CyberOptics Legal | DH

---



EXHIBIT
A-1

DEPICTION
OF REDUCTION SPACE

AND
REMAINING PREMISES

(GRAPH)

| |                   |   
| | ----------------- | --
| | Approved          |   
| | CyberOptics Legal | DH

---



EXHIBIT
G

DECLARATION
OF 
FIRST EXTENDED TERM COMMENCEMENT DATE

This
Declaration is made as of
______________, 2011, by and between Hines REIT Minneapolis Industrial, LLC, a
Delaware limited liability company (Landlord),
and CyberOptics Corporation, a Minnesota corporation (Tenant).

Landlord
and Tenant are now the parties to an Industrial Building Lease dated March 27,
2006, that was originally executed by Tenant and FirstCal Industrial 2
Acquisition, LLC, as Landlord, and was amended by a First Amendment to Lease
dated February ___, 2011 (the First
Amendment) (as amended, the Lease),
pursuant to which Tenant is leasing space in the Building located at 5900
Golden Hills Drive in Golden Valley, Minnesota.

In
accordance with the First Amendment, Landlord and Tenant hereby memorialize
that:

| |    |                                                                                                                        
| | -- | -----------------------------------------------------------------------------------------------------------------------
| | 1. | The
 First Extended Term Commencement Date was July 1, 2011.                                                           
| |    |                                                                                                                        
| | 2. | The
 Premises contain _________ square feet of rentable area as of the First
 Extended Term Commencement Date.         
| |    |                                                                                                                        
| | 3. | As
 of the First Extended Term Commencement Date, Tenants Proportionate Share of
 the Operating Expenses is ________%.

IN
WITNESS WHEREOF, the parties hereto have executed this Declaration as of the
date first above written.

| |                                                     |  |  | 
| | --------------------------------------------------- |  |  | 
| | TENANT:                                            
| |                                                     | 
| | CYBEROPTICS CORPORATION,
 
 a Minnesota corporation
| |                                                     | 
| | By:                                                 | 
| | Name:                                               | 
| | Title:                                              | 

| |                                                                                  |  |  | 
| | -------------------------------------------------------------------------------- |  |  | 
| | LANDLORD:                                                                       
| |                                                                                  | 
| | HINES REIT MINNEAPOLIS
 INDUSTRIAL, LLC, 
 a Delaware limited liability
 company
| |                                                                                  | 
| | By:                                                                              | 
| | Name:                                                                            | 
| | Title:                                                                           | 



| |                   |   
| | ----------------- | --
| | Approved          |   
| | CyberOptics Legal | DH

---



EXHIBIT
H 
RENEWAL OPTION

1.          Subject to the
provisions of this Exhibit H, Tenant is hereby granted the option to renew the Term of this
Lease (the Renewal Options) as
to all (but not part) of the Premises for two (2) periods of three (3) years each (the Renewal Terms).

2.          Each Renewal Term shall
commence at the expiration of the then present Term or Renewal Term of the
Lease.

3.          If
Tenant desires to exercise a Renewal Option, Tenant must give Landlord written notice of such exercise (Tenants Exercise Notice) no earlier
than twelve (12) months, and no
later than nine (9) months prior to the expiration of the then-current Term or
Renewal Term, as applicable, time
being of the essence and timely notice being an express condition to the valid exercise of a Renewal Option. Landlord
shall, within thirty (30) days after its receipt of Tenants Exercise Notice, send Tenant a notice (Landlords Rental Rate Notice) to inform Tenant as to Landlords determination of the
Market Base Rental Rate for the Premises during the Renewal Term.

4.          The renewal of this Lease pursuant to the
exercise of a Renewal Option shall be upon the same terms and conditions
of this Lease (including, without limitation, Tenants obligation to pay Tenants Proportionate Share of Operating Expenses),
except:

| |                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)          the
 Base Rent for the Premises during the Renewal Term shall be the Market Base
 Rental Rate for the Renewal Term as of the commencement of the Renewal Term;         
| |                                                                                                                                                                                     
| | (b)     Tenant shall have no
 option to renew this Lease beyond the Renewal Terms provided for herein; and                                                                          
| |                                                                                                                                                                                     
| | (c)     the leasehold
 improvements will be provided in their then-existing condition (on an as is basis-but
 subject to Section 8 below) at the time each Renewal Term commences.

5.          Tenant shall have no
right to exercise the Renewal Option if CyberOptics Corporation has
assigned this Lease other than to an Affiliate or subleased more than twenty
five percent (25%) of the rentable area of the Premises other than to an
Affiliate.

6.     If Tenant fails
duly and timely to exercise the first Renewal Option hereunder, Tenants option for the second Renewal Term shall
thereupon automatically terminate and expire.

7.     Tenant shall not have
the right to exercise the Renewal Option if an Event of Default exists and is continuing
under this Lease on the date Tenants notice is sent under Section 3 above, and if, at any
time thereafter until the commencement of the Renewal Term, an Event of Default exists under
this Lease, Landlord shall, in addition to any other rights which Landlord may
have under this Lease, have the right to terminate this Lease effective as of
the scheduled

| |                    |   
| | ------------------ | --
| | Approved           |   
| | CyberOptics
 Legal | DH

---



expiration date of the then current Term of this Lease and
prior to the commencement of the Renewal Term.

8.     For the purpose of this
Lease, the term Market Base Rental Rate
is understood to mean the amount of cash which a landlord would receive annually by then
renting the space in question assuming the landlord to be a prudent person willing to lease
but being under no compulsion to
do so, assuming the tenant to be a prudent person willing to lease but being
under no compulsion to do so, and assuming a lease containing the same terms
and provisions as those herein contained.
Market Base Rental Rate shall take into consideration all relevant factors including the condition of the space and the
inclusion or absence of a tenant improvement allowance. Landlord and Tenant agree that bona fide written offers to
lease comparable space located in
the Building from third parties may be used as a factor in determining the
Market Base Rental Rate.

9.     If Landlord and Tenant cannot agree on the
Market Base Rental Rate within thirty (30)
days after Tenants receipt of Landlords Rental Rate Notice (it being agreed
that both Landlord and Tenant will be reasonable in their attempt to
determine the Market Base Rental Rate), either party may cause said rate to be
determined by arbitration in accordance with the following provisions:

The
determination of the Market Base Rental Rate will be determined by an arbitration board consisting of three
reputable real estate professionals (including brokers) with experience with
first-class industrial/office buildings in the Minneapolis-St. Paul
metropolitan area. Within twenty (20) days
after initiation of arbitration, each party shall appoint one arbitrator who shall have no material financial or
business interest in common with the party making the selection and shall not have been employed by such party for
a period of three years prior to the date of selection. If a party fails to
give notice of appointment of its arbitrator within the 20-day period provided
above, then upon two (2) business days notice the other party may appoint the second arbitrator. The arbitrators
selected by the parties shall attempt to agree upon a third arbitrator. If the first two arbitrators
are unable to agree on a third arbitrator within thirty (30) days after the appointment of the second
arbitrator, then such third arbitrator shall be appointed by the presiding judge of the Hennepin County District Court,
or by any person to whom such
presiding judge formally delegates the matter or, if such methods of
appointment fail, the American Arbitration Association shall appoint the third
arbitrator. The parties will submit
to the arbitrators the definition of the Market Base Rental Rate, and each
arbitrator shall submit his or her
determination in a sealed envelope by the thirtieth (30th) day
following appointment of the last arbitrator, and any determination not
submitted by such time shall be disregarded.
The parties shall meet on said thirtieth (30th) day (or if it is not
a business day, on the first business
day thereafter) at 11:00 a.m. at the office of Landlord, or such other place as
the parties may agree and
simultaneously deliver the determinations. If the determinations of at least two
of the arbitrators shall be identical in amount such amount shall be deemed the
Market Base Rental Rate. If the determination of the three arbitrators
shall be different in amount, the Market
Base Rental Rate shall be determined as follows:

| |     |                                                                                                                                                                                                                                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) | If neither the highest or lowest determination differs
 from the middle determination by more than ten percent (10%) of such middle
 determination, then the Market Base Rental Rate shall be deemed to be the
 average of the three determinations; and

| |                    |   
| | ------------------ | --
| | Approved           |   
| | CyberOptics
 Legal | DH

---



| |      |                                                                                                                                                                                                      
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) | If
 clause (i) does not apply, then the Market Base Rental Rate shall be deemed
 to be the average of the middle determination and the determination closest
 in amount to such middle determination.

The decision of the arbitrators, determined as above set
forth, will be final and non-appealable. Except where specifically provided otherwise in this Lease, each party
shall bear its own expenses in connection
with the arbitration and the costs of its arbitrator, and the cost of the third
arbitrator shall be shared equally by Landlord and Tenant. The costs of all
counsel, experts and other representatives that are retained by a party will be
paid by such party.

| |                    |   
| | ------------------ | --
| | Approved           |   
| | CyberOptics
 Legal | DH

---



EXHIBIT
I

RIGHT OF OFFER

Tenant
shall have the right (Right of Offer)
during the Term of this Lease to elect to lease the approximately 10,000 square
feet of adjacent space in the Building which is contiguous to the Premises (or any
lesser portion thereof which Landlord is obligated to offer to lease to Tenant in accordance
with the terms and conditions of this Exhibit I) and is depicted on Exhibit I-1 attached hereto (the Right of Offer Space) on and
subject to the terms and conditions set forth in this Exhibit I:

1.     Landlord shall have the
right to lease all or any portion of the Right of Offer Space at any time prior to July
1, 2011, to any third party free from Tenants Right of Offer as described in
this Exhibit I. From and after July 1, 2011, the Right of Offer Space shall
become available for lease by Tenant upon the expiration of (i) all rights to lease the
Right of Offer Space, if any, which have been granted prior to July 1, 2011, and (ii)
any rights to lease any portion of the Right of Offer Space which have been granted
after Tenant has declined to exercise its Right of Offer after having
received a Right of Offer Notice. The date following the expiration of all such
rights
shall be deemed to be the date on which such space becomes available for lease
pursuant to
this Exhibit I.

2.      If at any time after July
1, 2011, all or any portion of the Right of Offer Space becomes available for
lease and Landlord has a bona fide prospect to lease such space, Landlord shall deliver a notice
to Tenant (a Right of Offer Notice)
stating (i) the portion of the Right of Offer Space which is being considered for lease by
the bona fide prospect, (ii) the date Landlord anticipates that such space will be available for
delivery, (iii) Landlords determination of the Market Base Rental Rate with respect to such
space, and (iv) the term such space is available for lease by Tenant.

3.      Tenant shall have the right to lease all (but
not less than all) of the Right of Offer Space being considered by the bona
fide prospect by giving Landlord written notice of such election within ten (10) business days after receipt of the Right of
Offer Notice, time being of the essence
and timely notice being an express condition to the valid exercise of the Right
of Offer. If Tenant fails to respond to the Right of Offer Notice within such
ten (10) business day period, Landlord
shall have the right to lease the Right of Offer Space which is described in
the Right of Offer Notice to any party other than Tenant at any time during the
one hundred twenty (120) day period
which begins on the day after the expiration of such ten (10) business day
period. If Landlord has not leased
the Right of Offer Space which is described in the Right of Offer Notice within such one hundred twenty (120) day period,
Landlord shall once again be obligated to offer such Right of Offer Space to Tenant in accordance with the terms of
this Exhibit I. If, at any time,
Landlord leases a portion of the Right of Offer Space, the un-leased portion of
the Right of Offer Space shall remain subject to Tenants Right of Offer as
described in this Exhibit I

4.      Tenant may not elect to
lease Right of Offer Space pursuant to this Exhibit I during the last eighteen (18)
months of the Lease Term, unless Tenant has then exercised a Renewal Option, if
available (which Tenant may exercise contemporaneously with its exercise of
such

| |                    |   
| | ------------------ | --
| | Approved           |   
| | CyberOptics
 Legal | DH

---



Right of Offer).

5.     Any space which Tenant
elects to lease pursuant to the exercise of its Right of Offer under this Exhibit
shall become part of the Premises, and except to the extent expressly provided to the contrary in this
Exhibit I (including without limitation, this Section 5), shall be subject to the terms of this Lease
applicable thereto, without modification, and the term of this Lease shall commence for such Right of Offer Space upon
the date (the Right of Offer Space Rent Commencement Date) such space is delivered to Tenant as provided in
Section 8 below.

6.      Base Rent for any Right
of Offer Space (the Right of Offer Space
Rent) shall be the
Market Base Rental Rate for such Right of Offer Space determined as of the
applicable Right of Offer Space Rent
Commencement Date. Tenant shall also be obligated to pay Tenants Proportionate Share of Operating Expenses for any
Right of Offer Space. As provided in Section 2 above, Landlord shall give
Tenant notice of Landlords reasonable determination of the Market Base
Rental Rate for the Right of Offer Space. If Landlord and Tenant cannot agree
on the determination of the Market Base
Rental Rate within thirty (30) days after Tenant receives the Right of Offer Notice and Tenant nonetheless
timely exercises its Right of Offer for the Right of Offer Space, the determination of the Market Base
Rental Rate will be submitted to arbitration in accordance with this Exhibit I. If the arbitration has not been
completed on the applicable Right of Offer Space Rent Commencement Date,
Tenant will pay, in monthly installments (and in addition to and not in lieu of the Rent due with respect to the Premises
[exclusive of such Right of Offer
Space]), one-twelfth of Landlords reasonable determination of the Right of
Offer Space Rent, plus Tenants Proportionate
Share of Operating Expenses for such Right of Offer Space. Upon determination of the Market Base Rental Rate
by arbitration, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as appropriate, the amount equal to the
overpayment or underpayment of the
Right of Offer Space Rent from the applicable Right of Offer Space Rent Commencement
Date until the determination of the Market Base Rental Rate by arbitration. Commencing as of the later of the determination of
such Market Base Rental Rate or the applicable Right of Offer Space Rent
Commencement Date, and on the first day of each and every month thereafter, Tenant shall pay to Landlord in addition to the
Rent then in effect with respect to
the Premises (exclusive of such Right of Offer Space), an amount equal to
one-twelfth (1/12th) of the Right of Offer Space Rent, plus Tenants
Proportionate Share of Operating Expenses
with respect to such Right of Offer Space.

7.     The Term of this Lease
shall expire for all Right of Offer Space upon the expiration of the Term for the rest of
the Premises, unless, as specified in Landlords notice, such space is not available to be leased
to Tenant through the expiration of the Term for the rest of the Premises (in which event such
shorter term specified in the Landlords notice shall apply to any such Right of Offer Space).

8.     Landlord shall
not be obligated to make any improvements to any Right of Offer Space and Tenant shall not be entitled to any
construction, build-out or other allowance with respect thereto. Tenant shall accept any Right of Offer Space or
permitted portion thereof in its as
is condition on the applicable Right of Offer Space Rent Commencement Date,
unless Landlord agrees, in Landlords sole discretion, to make any
improvements or to provide any allowances,
in which case the cost thereof shall be taken into account in the determination
of the

| |                    |   
| | ------------------ | --
| | Approved           |   
| | CyberOptics
 Legal | DH

---



Market Base Rental Rate for the Right of Offer Space.

9.     As soon as reasonably possible the parties shall
execute an amendment to this Lease, in
the form prepared by Landlord, adding to the Premises any Right of Offer Space
which Tenant has elected to lease.

10.     This Exhibit I shall in
no event constitute a covenant or guarantee by Landlord that any Right of Offer Space
will be available for lease by Tenant at any time, except as expressly set forth in this
Exhibit I.

11.     Tenant shall have no
right to exercise the Right of Offer if an Event of Default exists under this
Lease at the time a Right of Offer Notice is given under Section 2 above and,
if at any time
thereafter until the applicable Right of Offer Space Rent Commencement Date, an
Event of Default
exists and is continuing under this Lease, Landlord shall, in addition to any
other rights which
Landlord may have under this Lease, have the right to terminate Tenants right
to lease the Right of Offer Space by giving Tenant written notice of such
termination.

12.     If at the time Landlord
would be required to provide Tenant with a Right of Offer Notice pursuant to
Section 2 above, Tenant has assigned this Lease other than to an acquiring entity or Affiliate or
subleased any portion of the Premises other than to an Affiliate, Landlord shall have no
obligation to provide Tenant with notice of such Right of Offer Space and
Tenants Right
of Offer to lease such Right of Offer Space shall terminate and have no further
force or effect

13.     Landlord shall not be
liable for failure to give possession of any Right of Offer Space by reason of any holding
over or retention of possession by any previous tenants or occupants of same, nor shall such
failure impair the validity of this Lease. However, Landlord does agree to use reasonable
diligence to deliver possession of the Right of Offer Space in accordance with
the provisions of this Exhibit I.

14.     For the purpose of this
Lease, the term Market Base Rental Rate
is understood to mean the amount of cash which a landlord would receive annually by then
renting the space in question
assuming the landlord to be a prudent person willing to lease but being under
no compulsion to do so, assuming the tenant
to be a prudent person willing to lease but being under no compulsion to do so,
and assuming a lease containing the same terms and provisions as those herein
contained. Market Base Rental Rate shall take into consideration all relevant
factors including the condition of the
space, any leasehold improvement allowances and other concessions generally available in the market.
Landlord and Tenant agree that bona fide written offers to lease comparable space located in the Building from third
parties may be used as a factor in
determining the Market Base Rental Rate.

15.     If Tenant and Landlord
cannot agree to the Market Base Rental Rate (it being agreed that both Landlord and
Tenant will be reasonable in their attempt to determine the Market Base Rental Rate), either
party may cause said rate to be determined by arbitration in accordance with
the following provisions:

| |                    |   
| | ------------------ | --
| | Approved           |   
| | CyberOptics
 Legal | DH

---



The determination of the Market Base Rental Rate will be
determined by an arbitration board consisting of three reputable real estate
professionals (including brokers) with experience with first-class
industrial/office buildings in the Minneapolis-St. Paul metropolitan area.
Within twenty
(20) days after initiation of arbitration, each party shall appoint one
arbitrator who shall have no material financial or business interest in common with the party
making the selection and shall not have been employed by such party for a period of three
years prior to the date of selection. If a party fails to give notice of appointment
of its arbitrator within the twenty (20) day period specified above, then upon two (2)
business days notice the other party may appoint the second arbitrator. The
arbitrators selected by the parties shall attempt to agree upon a third arbitrator. If the
first two arbitrators are unable to agree on a third arbitrator within thirty
(30) days
after the appointment of the second arbitrator, then such third arbitrator
shall be appointed by the presiding Judge of the Hennepin County District Court, or by any
person to whom such presiding judge formally delegates the matter or, if such methods of
appointment fail, the American Arbitration Association shall appoint the third arbitrator. The
parties will submit to the arbitrators the definition of the Market Base Rental
Rate from this Exhibit I, and each arbitrator shall submit his or her determination in a
sealed envelope by the thirtieth (30th) day following appointment of the last arbitrator, and
any determination not submitted by such time shall be disregarded. The parties
shall meet on said thirtieth (30th) day (or if it is not a business day, on the first
business day thereafter) at 11:00 a.m. at the office of Landlord, or such other
place as the parties may agree
and simultaneously deliver the determinations. If the determinations of at least two of the arbitrators shall be identical in
amount, such amount shall be deemed
the Market Base Rental Rate. If the determination of the three arbitrators
shall be different in amount, the
Market Base Rental Rate shall be determined as follows:

| |      |                                                                                                                                                                                                                                                         
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | If neither the highest or lowest determination differs
 from the middle determination by more than ten percent (10%) of such
 middle determination, then the Market Base Rental Rate shall be deemed to be the
 average of the three determinations; and
| |      |                                                                                                                                                                                                                                                         
| | (ii) | If clause (i) does not apply, then the Market Base
 Rental Rate shall be deemed to be the average of the middle determination and
 the determination closest in amount to such middle determination.                                                    

The decision of the arbitrators, determined as above set
forth, will be final and non-appealable. Except where specifically provided otherwise in this Lease, each party
shall bear its own expenses in connection
with the arbitration and the costs of its arbitrator, and the cost of the third
arbitrator shall be shared equally
by Landlord and Tenant. The costs of all counsel, experts and other
representatives that are retained by a party will be paid by such party.

| |                    |   
| | ------------------ | --
| | Approved           |   
| | CyberOptics
 Legal | DH

---



EXHIBIT I-1

DEPICTION
OF RIGHT OF OFFER SPACE

(GRAPH)

| |                    |   
| | ------------------ | --
| | Approved           |   
| | CyberOptics
 Legal | DH

---