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<br />EXHIBIT C
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<br />PROMISSORY NOTE
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<br />$200,000 ~1997
<br />
<br /> Vision-Ease Lens, Inc., a Minnesota corporation (the "Maker"), for value received, hereby promises to pay to
<br />the City of Ramsey (the "City") or its assigns (the City and any assigns are hereinafter referred to as the "Holder"), at its
<br />designated principal office or such other place as the Holder may designate in writing, the principal sum of Two
<br />Hundred Thousand and No/100 Dollars ($200,000) or so much thereof as may be advanced under this Note, with
<br />interest as hereinafter provided, in any coin or currency which at the time or times of payment is legal tender for the
<br />payment of private debts in the United States of America. The principal of this Note is payable in installments due as
<br />follows:
<br />
<br /> 1. The loan shall bear interest at a rate equal to the prime rate as publicly announced from time to
<br />time by Norwest Bank, N.A., which rate shall change as and when such prime rate shall change.
<br />
<br /> 2. The principal and interest shall be paid in full on June 1, 2002; provided, however, that the entire
<br />balance of the principal shall be forgiven if the Borrower complies with the conditions for forgiveness set forth in
<br />Section 5.5 of the Loan Agreement, as hereinafter defined.
<br />
<br /> 3. The Maker shall have the right to prepay the principal of this Note, in whole or in part, without
<br />prepayment penalty.
<br />
<br /> 4. This Note is given pursuant to the Loan Agreement and is secured by a security agreement of even
<br />date herewith (the "Security Agreement") covering certain property located in Anoka County, Minnesota. In the
<br />event any such security is found to be invalid for whatever reason, such invalidity shall constitute an event of
<br />default hereunder.
<br />
<br /> All of the agreements, conditions, covenants, provisions, and stipulations contained in the Loan
<br />Agreement, or any insl~-ument securing this Note are hereby made a part of this Note to the same extent and with the
<br />same force and effect as if they were fully set forth herein. It is agreed that time is of the essence of this Note. If a
<br />default occurs under the Loan Agreement, or any instrument securing this Note, then the Holder of this Note may at
<br />its fight and option, without notice, declare immediately due and payable the principal balance of this Note, together
<br />with any costs of collection including attorney fees incurred by the Holder of this Note in collecting or enforcing
<br />payment hereof, whether suit be brought or not, and all other sums due hereunder, or under any instrument securing
<br />this Note. The Maker agrees that the Holder of this Note may, without notice to the Maker of this Note and without
<br />affecting the liability of the Maker of this Note, accept additional or substitute security for this Note, or release any
<br />security or any party liable for this Note or extend or renew this Note.
<br />
<br /> 5. The remedies of the Holder of this Note as provided herein, and in the Loan Agreement, or any
<br />other instrument securing this Note, shall be cumulative and concurrent and rrcy be.pursued singly, successively, or
<br />together, and, at the sole discretion of the Holder of this Note, may be exercised as 'often as occasion therefor shall
<br />occur; and the failure to exercise any such right or remedy shall in no event be co~trued as a waiver or release
<br />thereof. '
<br />
<br /> The Holder of this Note shall not be deemed, by any act of omission or commission, to have waived any of
<br />its rights or remedies hereunder unless such waiver is in writing and signed by the Holder of this Note and then only
<br />to the extent specifically set forth in the writing. A waiver with reference to one event shall not be construed as
<br />continuing or as a bar to or waiver of any right or remedy as to a subsequent event. This, Note may not be amended,
<br />modified, or changed except only by an instrument in writing signed by the party against 'whom enforcement of any
<br />such amendment, modifications, or change is sought.
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<br />C-1
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<br />7.3
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