LEASE AGREEMENT

PARK PLACE, LLC, an Ohio limited liability company ("Lessor"), and SIGHT RESOURCE CORPORATION, a Delaware corporation ("Lessee") hereby enter into the following Lease Agreement ("Lease") this ninth day of July 2001.

Basic Lease Provisions.

(A) Building: Approximately 20,474 square foot building located at 6725 Miami Avenue, Cincinnati, Ohio 45236.

(B) Property: The Land and Improvements located at 6725 Miami Avenue, Cincinnati, Ohio 45236 and more particularly described on Exhibit "B" attached hereto.

(C) Proportionate Share: 35.9%

(D) Premises: Approximately 7348 square feet of space located within the Building and more particularly identified on Exhibit "a " attached hereto.

(E) Commencement Date: The date Lessor and Lessee mutually agree in writing that Lessor has substantially completed the Tenant Finish Improvements in accordance with construction plans and specifications approved by Lessee subject only to minor punch list items which do not materially affect Lessee's ability to use the Premises for intended purposes.

(F) Initial Lease Term: Five Lease Years commencing on the Commencement Date and ending at 12 noon on the Termination Date.

(G) Termination Date: The last day of the calendar month in which occurs the fifth anniversary of the day immediately preceding the Commencement Date.

(H) Renewal Term (s): None.

(I) Base Rent: See Section 5.1.

(J) Operating Expenses: Shall be paid in equal monthly installments and shall include, Taxes [as defined in Section 7.2.1 (1)], Insurance Costs [as defined in Section 7.2.1 (2)], Maintenance [as defined in Section 7.2.1 (3)], and Utility Costs [as defined in Section 7.2.1 (4)].

Operating Expenses for the First Lease Year shall be$4.38 per square foot (such Operating Expenses are included in Base Rent). Increases in Operating Expenses shall not exceed 5% for each year for Controllable Expenses [as defined herein], but there shall be no cap on Uncontrollable Expenses.

(K) Security Deposit: Ten Thousand Four Hundred Nine Dollars and 67/100 ($10,409.67).

(L) Permitted Use: Use for general office purposes and for no other purpose.

(M) Lessor's Notice Address: Park Place, LLC 12100 Reed Hartman Highway Cincinnati, Ohio 45241 Attention: Steven Boymel

(N) Lessee's Notice Address: "Eyeshop" USA c/o Sight Resource Corporation 3100 Hawks landing Cincinnati, Ohio 45244 Attention: Carene Kunkler

(O) Broker: Grubb& Ellis/West Shell Commercial (Lessor)

1. THE PREMISES. Lessor leases to Lessee, and Lessee leases from Lessor, on the terms and conditions set forth herein, that portion of the approximately 20,474 square foot building located at 6725 Miami Avenue, Madeira, Ohio 45243 (the "Building") consisting of approximately 7,348 leasable square feet of space and being shown outlined on Exhibit A attached hereto (the "Premises"). The Building is part of the real property owned by Lessor which is described in Exhibit B attached hereto (the "Property"). Lessor additionally grants to Lessee, during the term of this Lease, the right to use, in common with other tenants and occupants of the Building (a) all easements and rights appurtenant to the Property, (b) all portions of the Building (if any) designed for the common use of all tenants and occupants of the Building, (c) all utility lines, pipes, conduits and other similar facilities on the Property necessary for the use of the Premises, and (d) all parking areas and drives located on the Property. The Lessor represents and warrants to Lessee there are 80 parking spaces in the parking lot for the exclusive use of tenants in the Building which Lessee may use in common with other tenants of the Building.

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