FORM OF UNDERWRITERS AGREEMENT

Exhibit 1.1



__________ Shares

EMCORE CORPORATION

Common Stock

UNDERWRITING AGREEMENT
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__________ __, 1997



DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
NEEDHAM & COMPANY, INC.
As representatives of the
several underwriters
named in Schedule I hereto
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, New York 10172

Dear Sirs:

EMCORE Corporation, a New Jersey corporation (the "Company"), proposes
to sell an aggregate of ___________ shares of Common Stock, no par value per
share, of the Company (the "Firm Shares"), to the several underwriters named in
Schedule I hereto (the "Underwriters"). The Company also proposes to issue and
sell to the several Underwriters not more than _______ additional shares of
Common Stock, no par value per share, of the Company (the "Additional Shares"),
if requested by the Underwriters as provided in Section 2 hereof. The Firm
Shares and the Additional Shares are herein collectively called the Shares. The
shares of Common Stock of the Company to be outstanding after giving effect to
the sales contemplated hereby are hereinafter referred to as the Common Stock.

1. Registration Statement and Prospectus. The Company has prepared
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and filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder (collectively called the

"Act"), a registration statement on Form S-1 including a prospectus relating to
the Shares, which may be amended. The registration statement as amended at the
time when it becomes effective, including a registration statement (if any)
filed pursuant to Rule 462(b) under the Act increasing the size of the offering
registered under the Act and information (if any) deemed to be part of the
registration statement at the time of effectiveness pursuant to Rule 430A or
Rule 434 under the Act, is hereinafter referred to as the Registration
Statement; and the prospectus (including any prospectus subject to completion
taken together with any term sheet meeting the requirements of Rule 434(b) or
Rule 434(c) under the Act) in the form first used to confirm sales of Shares is
hereinafter referred as the Prospectus.

2. Agreements to Sell and Purchase. On the basis of the
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representations and warranties contained in this Agreement, and subject to its
terms and conditions, the Company agrees to issue and sell, and each Underwriter
agrees, severally and not jointly, to purchase from the Company at a price per
share of $______ (the "Purchase Price") the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule I hereto.

On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, (i) the Company agrees to
issue and sell up to an aggregate of ________ Additional Shares and (ii) the
Underwriters shall have the right to purchase, severally and not jointly, up to
an aggregate of ________ Additional Shares from the Company at the Purchase
Price. Additional Shares may be purchased solely for the purpose of covering
over-allotments made in connection with the offering of the Firm Shares. The
Underwriters may exercise their right to purchase Additional Shares in whole or
in part at any time, but not more than once, by giving written notice thereof to
the Company within 30 days after the date of this Agreement. You shall give any
such notice on behalf of the Underwriters and such notice shall specify the
aggregate number of Additional Shares to be purchased pursuant to such exercise
and the date for payment and delivery thereof. The date specified in any such
notice shall be a business day (i) no earlier than the Closing Date (as
hereinafter defined), (ii) no later than ten business days after such notice has
been given and (iii) no earlier than two business days after such notice has
been given. If any Additional Shares are to be purchased, each Underwriter,
severally and not jointly, agrees to purchase from the Company the number of
Additional Shares (subject to such adjustments to eliminate fractional shares as
you may determine) which bears the same proportion to the total number of
Additional Shares to be purchased from the Company as the number of Firm Shares
set forth opposite the name of such Underwriter in Schedule I bears to the total
number of Firm Shares.

The Company hereby agrees, and the Company shall, concurrently with the
execution of this Agreement, deliver an agreement executed by (i) each of the
directors and officers of the Company and (ii) each stockholder listed on Annex
I hereto, pursuant to which each such person agrees, not to offer, sell,
contract to sell, grant any option to purchase, or otherwise dispose of any
Common Stock of the Company or any securities convertible into or exercisable or
exchangeable for such Common Stock or in any other manner transfer all or a
portion of the economic consequences associated with the ownership of any such
Common Stock, except to the Underwriters pursuant to this Agreement, for a
period of 180 days after the date of the Prospectus without the prior written
consent of Donaldson, Lufkin & Jenrette Securities Corporation.
Notwithstanding the foregoing, during such period (i) the Company may grant
stock options pursuant to the Company's existing stock option plan and (ii) the
Company may issue shares of its common stock upon the exercise of an option or
warrant or the conversion of a security outstanding on the date hereof.

The Company hereby confirms its engagement of DLJ as, and DLJ hereby
confirms its agreement with the Company to render services as, a "qualified
independent underwriter," within the meaning of Section (b)(15) of Rule 2720 of
the Conduct Rules of the National Association of Securities Dealers, Inc. (the
"NASD") with respect to the offering and sale of the Shares. DLJ, solely in its
capacity as qualified independent underwriter and not otherwise, is referred to
herein as the "QIU." As compensation for the services of the QIU hereunder, the
Company agrees to pay the QIU $5,000 on the Closing Date. The price at which
the Shares will be sold to the public shall not be higher than the maximum price
recommended by DLJ acting as QIU.

3. Terms of Public Offering. The Company is advised by you that the
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Underwriters propose (i) to make a public offering of their respective portions
of the Shares as soon after the effective date of the Registration Statement as
in your judgment is advisable and (ii) initially to offer the Shares upon the
terms set forth in the Prospectus.

4. Delivery and Payment. Delivery to the Underwriters of and payment
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for the Firm Shares shall be made at 10:00 A.M., New York City time, on the
third or fourth business day unless otherwise permitted by the Commission
pursuant to Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")(the "Closing Date") following the date of the initial public
offering, at such place as you shall designate. The Closing Date and the
location of delivery of and the form of payment for the Firm Shares may be
varied by agreement between you and the Company.

Delivery to the Underwriters of and payment for any Additional Shares
to be purchased by the Underwriters shall be made at such place as you shall
designate at 10:00 A.M., New York City time, on the date specified in the
applicable exercise notice given by you pursuant to Section 2 (an "Option
Closing Date"). Any such Option Closing Date and the location of delivery of
and the form of payment for such Additional Shares may be varied by agreement
between you and the Company.

Certificates for the Shares shall be registered in such names and
issued in such denominations as you shall request in writing not later than two
full business days prior to the Closing Date or an Option Closing Date, as the
case may be. Such certificates shall be made available to you for inspection
not later than 9:30 A.M., New York City time, on the business day next preceding
the Closing Date or an Option Closing Date, as the case may be. Certificates in
definitive form evidencing the Shares shall be delivered to you on the Closing
Date or an Option Closing Date, as the case may be, with any transfer taxes
thereon duly paid by the Company, for the respective accounts of the several
Underwriters, against payment of the Purchase Price therefor by wire transfer or
certified or official bank checks payable in Federal funds to the order of the
Company.

5. Agreements of the Company. The Company agrees with you:
-------------------------

(a) To use its best efforts to cause the Registration Statement
to become effective at the earliest possible time.

(b) To advise you promptly and, if requested by you, to confirm
such advice in writing, (i) when the Registration Statement has become
effective and when any post-effective amendment to it becomes
effective, (ii) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus
or for additional information, (iii) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration
Statement or of the suspension of qualification of the Shares for
offering or sale in any jurisdiction, or the initiation of any
proceeding for such purposes, and (iv) of the happening of any event
during the period referred to in paragraph (e) below which makes any
statement of a material fact made in the Registration Statement or the
Prospectus untrue or which requires the making of any additions to or
changes in the Registration Statement or the Prospectus in order to
make the statements therein not misleading. If at any time the
Commission shall issue any stop order

suspending the effectiveness of the Registration Statement, the Company
will make every reasonable effort to obtain the withdrawal or lifting
of such order at the earliest possible time.

(c) To furnish to you, without charge, three (3) signed copies
of the Registration Statement as first filed with the Commission and of
each amendment to it, including all exhibits, and to furnish to you and
each Underwriter designated by you such number of conformed copies of
the Registration Statement as so filed and of each amendment to it,
without exhibits, as you may reasonably request.

(d) Not to file any amendment or supplement to the Registration
Statement, whether before or after the time when it becomes effective,
or to make any amendment or supplement to the Prospectus, including the
issuance or filings of any term sheet within the meaning of Rule 434 of
which you shall not previously have been advised or to which you shall
reasonably object; and to prepare and file with the Commission,
promptly upon your reasonable request, any amendment to the
Registration Statement or supplement to the Prospectus, including the
issuance or filings of any term sheet within the meaning of Rule 434
which may be necessary or advisable in connection with the distribution
of the Shares by you, and to use its best efforts to cause the same to
become promptly effective.

(e) Promptly after the Registration Statement becomes effective,
and from time to time thereafter for such period as in the opinion of
counsel for the Underwriters a prospectus is required by law to be
delivered in connection with sales by an Underwriter or a dealer, to
furnish to each Underwriter and dealer as many copies of the Prospectus
(and of any amendment or supplement to the Prospectus) as such
Underwriter or dealer may reasonably request.

(f) If during the period specified in paragraph (e) any event
shall occur as a result of which, in the opinion of counsel for the
Underwriters it becomes necessary to amend or supplement the Prospectus
in order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser, not
misleading, or if it is necessary to amend or supplement the Prospectus
to comply with any law, forthwith to prepare and file with the
Commission an appropriate amendment or supplement to the Prospectus so
that the statements in the Prospectus, as

so amended or supplemented, will not in the light of the circumstances
when it is so delivered, be misleading, or so that the Prospectus will
comply with law, and to furnish to each Underwriter and to such dealers
as you shall specify, such number of copies thereof as you may
reasonably request.

(g) Prior to any public offering of the Shares, to cooperate
with you and counsel for the Underwriters in connection with the
registration or qualification of the Shares for offer and sale by the
several Underwriters and by dealers under the state securities or Blue
Sky laws of such jurisdictions as you may request, to continue such
qualification in effect so long as required for distribution of the
Shares and to file such consents to service of process or other
documents as may be necessary in order to effect such registration or
qualification.

(h) To mail and make generally available to its stockholders as
soon as reasonably practicable an earnings statement covering a period
of at least twelve months after the effective date of the Registration
Statement (but in no event commencing later than 90 days after such
date) which shall satisfy the provisions of Section 11(a) of the Act,
and to advise you in writing when such statement has been so made
available.

(i) During the period of five years after the date of this
Agreement, (i) to mail as soon as reasonably practicable after the end
of each fiscal year to the record holders of its Common Stock a
financial report of the Company on a consolidated basis (and a similar
financial report of all unconsolidated subsidiaries, if any), all such
financial reports to include a consolidated balance sheet, a
consolidated statement of operations, a consolidated statement of cash
flows and a consolidated statement of shareholders' equity as of the
end of and for such fiscal year, together with comparable information
as of the end of and for the preceding year, certified by independent
certified public accountants, and (ii) to make generally available as
soon as practicable after the end of each quarterly period (except for
the last quarterly period of each fiscal year) to such holders, a
consolidated balance sheet, a consolidated statement of operations and
a consolidated statement of cash flows (and similar financial reports
of all unconsolidated subsidiaries, if any) as of the end of and for
such period, and for the period from the

beginning of such year to the close of such quarterly period, together
with comparable information for the corresponding periods of the
preceding year.

(j) During the period referred to in paragraph (i), to furnish
to you as soon as available a copy of each report or other publicly
available information of the Company mailed to the holders of Common
Stock or filed with the Commission and such other publicly available
information concerning the Company as you may reasonably request.

(k) To pay all costs, expenses, fees and taxes incident to (i)
the preparation, printing, filing and distribution under the Act of the
Registration Statement (including financial statements and exhibits),
each preliminary prospectus and all amendments and supplements to any
of them prior to or during the period specified in paragraph (e), (ii)
the printing and delivery of the Prospectus and all amendments or
supplements to it during the period specified in paragraph (e), (iii)
the printing and delivery of this Agreement, the Preliminary and
Supplemental Blue Sky Memoranda and all other agreements, memoranda,
correspondence and other documents printed and delivered in connection
with the offering of the Shares (including in each case any reasonable
disbursements of counsel for the Underwriters relating to such printing
and delivery), (iv) the registration or qualification of the Shares for
offer and sale under the securities or Blue Sky laws of the several
states (including in each case the fees and disbursements of counsel
for the Underwriters relating to such registration or qualification and
memoranda relating thereto, which shall not exceed $5,000 in the
aggregate), (v) filings and clearance with the National Association of
Securities Dealers, Inc. in connection with the offering, (vi) the
listing of the Shares on the National Association of Securities Dealers
Automated Quotation system ("NASDAQ") National Market System, (vii)
furnishing such copies of the Registration Statement, the Prospectus
and all amendments and supplements thereto as may be requested for use
in connection with the offering or sale of the Shares by the
Underwriters or by dealers to whom Shares may be sold, and (viii) the
paying of a fee of $5,000 and the reimbursing of any expenses
(including attorneys fees) of the QIU.

(l) To use its best efforts to maintain the inclusion of the
Common Stock in the NASDAQ National

Market System (or on a national securities exchange) for a period of
five years after the effective date of the Registration Statement.

(m) To use its best efforts to do and perform all things
required or necessary to be done and performed under this Agreement by
the Company prior to the Closing Date or any Option Closing Date, as
the case may be, and to satisfy all conditions precedent to the
delivery of the Shares.

6. Representations and Warranties of the Company. The Company
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represents and warrants to each Underwriter that:

(a) The Registration Statement has become effective; no stop
order suspending the effectiveness of the Registration Statement is in
effect, and no proceedings for such purpose are pending before or, to
the best knowledge of the Company, threatened by the Commission.

(b) (i) Each part of the Registration Statement, when such part
became effective, did not contain and each such part, as amended or
supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading,
(ii) the Registration Statement and the Prospectus comply and, as
amended or supplemented, if applicable, will comply in all material
respects with the Act and (iii) the Prospectus does not contain and, as
amended or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading, except that the representations
and warranties set forth in this paragraph (b) do not apply to
statements or omissions in the Registration Statement or the Prospectus
based upon information relating to any Underwriter furnished to the
Company in writing by or on behalf of such Underwriter through you
expressly for use therein.

(c) Each preliminary prospectus filed as part of the
registration statement as originally filed or as part of any amendment
thereto, or filed pursuant to Rule 424 under the Act, and each
Registration Statement filed pursuant to Rule 462(b) under the Act, if
any, complied when so filed in all material respects with the Act; and
did not contain an untrue statement of a

material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.

(d) The Company has been duly incorporated, is validly existing
as a corporation in good standing under the laws of its jurisdiction of
incorporation and has the corporate power and authority to carry on its
business as it is currently being conducted and to own, lease and
operate its properties, and is duly qualified and is in good standing
as a foreign corporation authorized to do business in each jurisdiction
in which the nature of its business or its ownership or leasing of
property requires such qualification, except where the failure to be so
qualified would not have a material adverse effect on the Company.

(e) All the outstanding shares of capital stock of the Company
have been duly authorized and validly issued and are fully paid, non-
assessable and not subject to any preemptive or similar rights; and the
Shares to be issued and sold by the Company hereunder have been duly
authorized and, when issued and delivered to the Underwriters against
payment therefor as provided by this Agreement, will be validly issued,
fully paid and non-assessable, and the issuance of such Shares will not
be subject to any preemptive or similar rights.

(f) There are no outstanding subscriptions, rights, warrants,
options, calls, convertible securities, commitments of sale or liens
related to or entitling any person to purchase or otherwise to acquire
any shares of the capital stock of, or other ownership interest in, the
Company except as otherwise disclosed in the Registration Statement.

(g) The authorized capital stock of the Company, including the
Common Stock, conforms as to legal matters to the description thereof
contained in the Prospectus.

(h) The Company is not in violation of its charter or by-laws or
in default in the performance of any obligation, agreement or condition
contained in any bond, debenture, note or any other evidence of
indebtedness or in any other agreement, indenture or instrument
material to the conduct of the business of the Company, to which the
Company is a party or by which any of its property is bound.

(i) The execution, delivery and performance of this Agreement, compliance
by the Company with all the provisions hereof and the consummation of
the transactions contemplated hereby will not require any consent,
approval, authorization or other order of any court, regulatory body,
administrative agency or other governmental body (except as such may be
required under the securities or Blue Sky laws of the various states)
and will not conflict with or constitute a breach of any of the terms
or provisions of, or a default under, the charter or by-laws of the
Company or any agreement, indenture or other instrument to which it is
a party or by which any of its property is bound, or violate or
conflict with any laws, administrative regulations or rulings or court
decrees applicable to the Company or any of its property, in each case
other than a breach or default that, individually or in the aggregate,
would not have a material adverse effect on the business, prospects,
financial condition or results of operations of the Company.

(j) Except as otherwise set forth in the Prospectus, there are
no material legal or governmental proceedings pending to which the
Company is a party or of which any of its property is the subject, and,
to the best of the Company's knowledge, no such proceedings are
threatened or contemplated. No contract or document of a character
required to be described in the Registration Statement or the
Prospectus or to be filed as an exhibit to the Registration Statement
is not so described or filed as required.

(k) The Company is not in violation of any foreign, federal,
state or local law or regulation relating to the protection of human
health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants ("Environmental Laws"), nor any
federal or state law relating to discrimination in the hiring,
promotion or pay of employees nor any applicable federal or state wages
and hours laws, nor any provisions of the Employee Retirement Income
Security Act or the rules and regulations promulgated thereunder, which
in each case might, in the reasonable judgement of the Company, result
in any material adverse change in the business, prospects, financial
condition or results of operations of the Company.

(l) The Company has such permits, licenses, franchises and
authorizations of governmental or

regulatory authorities ("permits"), including, without limitation,
under any applicable Environmental Laws, as are necessary to own, lease
and operate its respective properties and to conduct its business in
the manner described in the Prospectus except for such permits the
absence of which, individually or in the aggregate, would not have a
material adverse effect on the Company's business, prospects, financial
condition or results of operations; the Company has fulfilled and
performed all of its material obligations with respect to such permits
and no event has occurred which allows, or after notice or lapse of
time would allow, revocation or termination thereof or results in any
other material impairment of the rights of the holder of any such
permit; and, except as described in the Prospectus, such permits
contain no restrictions that are materially burdensome to the Company.

(m) In the ordinary course of its business, the Company conducts
a periodic review of the effect of Environmental Laws on the business,
operations and properties of the Company, in the course of which it
identifies and evaluates associated costs and liabilities (including,
without limitation, any capital or operating expenditures required for
clean-up, closure of properties or compliance with Environmental Laws
or any permit, license or approval, any related constraints on
operating activities and any potential liabilities to third parties).
On the basis of such review, the Company has reasonably concluded that
such associated costs and liabilities would not, singly or in the
aggregate, have a material adverse effect on the Company.

(n) Except as otherwise set forth in the Prospectus or such as
are not material to the business, prospects, financial condition or
results of operation of the Company, the Company has good and
marketable title, free and clear of all liens, claims, encumbrances and
restrictions except liens for taxes not yet due and payable, to all
property and assets described in the Registration Statement as being
owned by it. All leases to which the Company is a party are valid and
binding (assuming due execution and delivery thereof by the other
parties thereto and subject to applicable bankruptcy or similar laws)
and no default has occurred or is continuing thereunder, which might
result in any material adverse change in the business, prospects,
financial condition or results of operation of the Company, and the
Company enjoys peaceful and undisturbed possession under all such
leases to which

it is a party as lessee with such exceptions as do not materially
interfere with the use made by the Company or such subsidiary.

(o) The Company carries, or is covered by, insurance in such
amounts and covering such risks as is adequate for the conduct of its
business and the value of its properties.

(p) Coopers & Lybrand L.L.P. are independent public accountants
with respect to the Company as required by the Act.

(q) The financial statements, together with related schedules
and notes included in the Registration Statement and the Prospectus
(and any amendment or supplement thereto), present fairly the
consolidated financial position, results of operations and changes in
financial position of the Company on the basis stated in the
Registration Statement at the respective dates or for the respective
periods to which they apply; such statements and related schedules and
notes have been prepared in accordance with generally accepted
accounting principles consistently applied throughout the periods
involved, except as disclosed therein; and the other financial and
statistical information and data set forth in the Registration
Statement and the Prospectus (and any amendment or supplement thereto)
are, in all material respects, accurately presented and prepared on a
basis consistent with such financial statements and the books and
records of the Company.

(r) The Company maintains a system of internal accounting
controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or
specific authorizations; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with
management's general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to
any differences.

(s) All material tax returns required to be filed by the Company
in any jurisdiction have been filed, other than those filings being
contested in good

faith, and all material taxes, including withholding taxes, penalties
and interest, assessments, fees and other charges due pursuant to such
returns or pursuant to any assessment received by the Company have been
paid, other than those being contested in good faith and for which
adequate reserves have been provided.

(t) The Company is not an "investment company" or a company
"controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

(u) Except as otherwise set forth in the Prospectus, no holder
of any security of the Company has any right to require registration of
shares of Common Stock or any other security of the Company.

(v) The Company has complied with all provisions of Section
517.075, Florida Statutes (Chapter 92-198, Laws of Florida).

(w) The Company has filed a registration statement pursuant to
Section 12(g) of the Exchange Act, to register the Common Stock, has
filed an application to list the Shares on the Nasdaq National Market,
and has received notification that the listing has been approved,
subject to notice of issuance.

(x) In the case of Rule 434(b) term sheets, such term sheet and
prospectus subject to completion provided by the Company to the
Underwriters for use in connection with the offering and sale of the
Shares pursuant to Rule 434 under the Act together are not materially
different from the prospectus included in the Registration Statement at
the time of effectiveness or an effective post-effective amendment
thereto and such term sheet sets forth all information material to
investors with respect to the offering that is not disclosed in the
prospectus subject to completion or the confirmation.

(y) Except as disclosed in the Prospectus, there are no business
relationships or related party transactions required to be disclosed
therein by Item 404 of Regulation S-K of the Commission.

(z) There is (i) no significant unfair labor practice complaint
pending against the Company or, to the best knowledge of the Company,
threatened against it, before the National Labor Relations Board or any
state or local labor relations board, and no

significant grievance or more significant arbitration proceeding
arising out of or under any collective bargaining agreement is so
pending against the Company or, to the best knowledge of the Company,
threatened against it, and (ii) no significant strike, labor dispute,
slowdown or stoppage pending against the Company or, to the best
knowledge of the Company, threatened against it except for such actions
specified in clause (i) or (ii) above, which, singly or in the
aggregate could not reasonably be expected to have a material adverse
effect on the Company.

(aa) The Company has sufficient rights to use all patents,
patent applications, trademarks, trademark registrations, service
marks, service mark registrations, tradenames, mask work rights,
copyrights, manufacturing processes, formulae, licenses, inventions,
trade secrets, know-how and rights ("Intellectual Property") described
in the Prospectus as being owned by it or necessary for the conduct of
its business, as now conducted or hereinafter proposed to be conducted
as described in the Prospectus, and the Company is not aware of any
infringement of or conflict with such rights or any claims to the
contrary or any challenge by any other person to the rights of the
Company with respect to the foregoing. The Company's business as now
conducted and as proposed to be conducted does not and, to the
Company's best knowledge, will not infringe or conflict with in any
material respect with Intellectual Property or franchise right of any
person. No claim has been made against the Company alleging the
infringement by the Company of any Intellectual Property or franchise
right of any person. There is no pending or threatened action,
proceeding or claim by the Company that any third party is infringing
the Company's Intellectual Property. The Company has duly and properly
filed or caused to be filed with the United States Patent and Trademark
Office all United States patent applications described in the
Prospectus as filed by it. The Company has clear title to its patent
and patent applications described in the Prospectus.

7. Indemnification.
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(a) The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), from
and against any and all losses, claims, damages,

liabilities and judgments caused by any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement or the Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or caused by any omission or alleged omission
to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar
as such losses, claims, damages, liabilities or judgments are caused by
any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to any Underwriters furnished
in writing to the Company by or on behalf of any Underwriter through
you expressly for use therein, provided, however, that the foregoing
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indemnity agreement with respect to any preliminary prospectus shall
not inure to the benefit of any Underwriter from whom the person
asserting any such losses, claims, damages and liabilities and
judgments purchased Shares, or any person controlling such Underwriter,
if a copy of the Prospectus (as then amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) was
not sent or given by or on behalf of such Underwriter to such person,
if required by law so to have been delivered, at or prior to the
written confirmation of the sale of the Shares to such person, and if
the Prospectus (as so amended and supplemented) would have cured the
defect giving rise to such loss, claim, damage, liability or judgment.

(b) In case any action shall be brought against any Underwriter
or any person controlling such Underwriter, based upon any preliminary
prospectus, the Registration Statement or the Prospectus or any
amendment or supplement thereto and with respect to which indemnity may
be sought against the Company, such Underwriter shall promptly notify
the Company in writing and the Company shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to
such indemnified party and payment of all fees and expenses. Any
Underwriter or any such controlling person shall have the right to
employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at
the expense of such Underwriter or such controlling person unless (i)
the employment of such counsel has been specifically authorized in
writing by the Company, (ii) the Company shall have failed to assume
the defense and employ counsel or

(iii) the named parties to any such action (including any impleaded
parties) include both such Underwriter or such controlling person and
the Company, and such Underwriter or such controlling person shall have
been advised by such counsel that there may be one or more legal
defenses available to it which are different from or additional to
those available to the Company (in which case the Company shall not
have the right to assume the defense of such action on behalf of such
Underwriter or such controlling person, it being understood, however,
that the Company shall not, in connection with any one such action or
separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) for all
such Underwriters and controlling persons, which firm shall be
designated in writing by Donaldson, Lufkin & Jenrette Securities
Corporation and that all such fees and expenses shall be reimbursed as
they are incurred). The Company shall not be liable for any
settlement of any such action effected without the written consent of
the Company but if settled with the written consent of the Company, the
Company agrees to indemnify and hold harmless any Underwriter and any
such controlling person from and against any loss or liability by
reason of such settlement. Notwithstanding the immediately preceding
sentence, if in any case where the fees and expenses of counsel are at
the expense of the indemnifying party and an indemnified party shall
have requested the indemnifying party to reimburse the indemnified
party for such fees and expenses of counsel as incurred, such
indemnifying party agrees that it shall be liable for any settlement of
any action effected without its written consent if (i) such settlement
is entered into more than twenty business days after the receipt by
such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall have failed to reimburse the indemnified party
in accordance with such request for reimbursement prior to the date of
such settlement, unless such indemnifying party shall in good faith
make an objection to the reasonableness of such fees and expenses and
shall have provided the indemnified party with a written notice setting
forth in reasonable detail the specific grounds for such dispute prior
to expiration of the aforesaid twenty business day period. No
indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any

indemnified party is or could have been a party and indemnity could
have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party
from all liability on claims that are the subject matter of such
proceeding.

(c) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers
who sign the Registration Statement and any person controlling the
Company within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act, to the same extent as the foregoing indemnity from
the Company to each Underwriter but only with reference to information
relating to such Underwriter furnished in writing by or on behalf of
such Underwriter through you expressly for use in the Registration
Statement, the Prospectus or any preliminary prospectus. In case any
action shall be brought against the Company, any of its directors, any
such officer or any person controlling the Company based on the
Registration Statement, the Prospectus or any preliminary prospectus
and in respect of which indemnity may be sought against any
Underwriter, the Underwriter shall have the rights and duties given to
the Company (except that if the Company shall have assumed the defense
thereof) such Underwriter shall not be required to do so, but may
employ separate counsel therein and participate in the defense thereof
but the fees and expenses of such counsel shall be at the expense of
such Underwriter), and the Company, its directors, any such officers
and any person controlling the Company shall have the rights and duties
given to the Underwriter, by Section 7(b) hereof.

(d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages, liabilities and
judgments (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the
Underwriters on the other hand from the offering of the Shares or (ii)
if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the
relative fault of the Company and the

Underwriters in connection with the statements or omissions which
resulted in such losses, claims, damages, liabilities or judgments, as
well as any other relevant equitable considerations. The relative
benefits received by the Company and the Underwriters shall be deemed
to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Company, and the
total underwriting discounts and commissions received by the
Underwriters, bear to the total price to the public of the Shares, in
each case as set forth in the table on the cover page of the
Prospectus. The relative fault of the Company and the Underwriters
shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission
to state a material fact relates to information supplied by the
Company, or the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent
such statement or omission.

The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7(d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute pursuant to this
Section 7(d) are several in proportion to the respective number of Shares
purchased by each of the Underwriters hereunder and not joint.

8. Indemnifications of Qualified Independent Underwriter
-----------------------------------------------------

(a) The Company and Jesup & Lamont Merchant Partners, L.L.C.
("JLMP"), jointly and severally, agree to indemnify and hold harmless
the QIU and each person, if any, who controls the QIU within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act from
and against any and all losses, claims, damages, liabilities and
judgments relating to, based upon or arising out of (i) any untrue
statement or alleged untrue statement of a material fact contained in
the Registration Statement or the Prospectus (as amended or
supplemented if the Company shall have furnished any amendments or
supplements thereto) or any alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, provided, however, that neither the
-------- -------
Company nor JLMP shall be liable with reference to information relating
to the QIU furnished by or on behalf of the QIU expressly for use in
the Registration Statement, any preliminary prospectus, the Prospectus
or any amendments or supplements thereto; or (ii) the QIU's activities
as a QIU under its engagement pursuant to Section 2 hereof; provided,
--------
however, that to the extent that any such loss, claim, damage,
-------
liability or judgment is found in a final judgment by a court of
competent jurisdiction, not subject to further appeal, to have resulted
from the willful misconduct or gross negligence of the QIU, neither the
Company nor JLMP shall be liable to that extent.

(b) In case any action shall be brought against the QIU or any
person controlling the QIU, based upon (i) any preliminary prospectus,
the Registration Statement or the Prospectus or any amendment or
supplement thereto or (ii) the QIU's activities as a QIU under its
engagement pursuant to Section 2 hereof, and with respect to which
indemnity may be sought against the Company and JLMP, the QIU shall
promptly notify the Company and JLMP in writing and the Company and
JLMP shall assume the defense thereof, including the employment of
counsel reasonably satisfactory to such indemnified party and payment
of all fees and expenses. The QIU or any such controlling persons
shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of the QIU or such controlling person
unless (i) the employment of such counsel shall have been specifically
authorized in writing by the Company, (ii) the Company and JLMP shall
have failed to assume the defense and employ counsel or (iii) the named
parties to any such action (including any impleaded parties)

include both the QIU or such controlling persons and the Company or
JLMP, as they case may be, (in which case the Company and JLMP shall
not have the right to assume the defense of such action on behalf of
the QIU or such controlling persons, it being understood, however, that
the Company and JLMP shall not, in connection with any one such action
or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) for the
QIU and the controlling persons, which firm shall be designated in
writing by the QIU and that all such fees and expenses shall be
reimbursed as they are incurred). The Company and JLMP shall not be
liable for any settlement of any such action effected without the
written consent of the Company and JLMP but, if settled with the
written consent of the Company and JLMP, the Company and JLMP agree to
indemnify and hold harmless the QIU and any such controlling person
from and against any loss or liability by reason of such settlement.
Notwithstanding the immediately preceding sentence, if in any case
where the fees and expenses of counsel are at the expense of the
indemnifying party and an indemnified party shall have requested the
indemnifying party to reimburse the indemnified party for such fees and
expenses of counsel as incurred, such indemnifying party agrees that it
shall be liable for any settlement of any action effected without its
written consent if (i) such settlement is entered into more than twenty
business days after the receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall have failed to
reimburse the indemnified party in accordance with such request for
reimbursement prior to the date of such settlement, unless such
indemnifying party shall in good faith make an objection to the
reasonableness of such fees and expenses and shall have provided the
indemnified party with a written notice setting forth in reasonable
detail the specific grounds for such dispute prior to expiration of the
aforesaid twenty business day period. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which
any indemnified party is or could have been a party and indemnity could
have been sought thereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party
from

all liability on claims that are the subject matter of such proceeding.

(c) The QIU agrees to indemnify and hold harmless the Company,
JLMP the directors of the Company, the officers of the Company who sign
the Registration Statement and each person, if any, who controls the
Company or JLMP within the meaning of Section 15 of the Act or Section
20 of the Exchange Act to the same extent as the foregoing indemnity
from the Company and JLMP, but only with reference to information
relating to the QIU furnished by or on behalf of the QIU expressly for
use in the Registration Statement, any preliminary prospectus, the
Prospectus or any amendments or supplements thereto. In the case any
action shall be brought against the Company, any of its directors, any
such officer, any person controlling the Company, JLMP or any person
controlling JLMP based on the Registration Statement, the Prospectus or
any preliminary prospectus and in respect of which indemnity may be
sought against the QIU, the QIU shall have the rights and duties given
to the Company and JLMP (except that if the Company and JLMP have
assumed the defense thereof, the QIU shall not be required to do so,
but may employ separate counsel therein and participate in the defense
thereof but the fees and expenses of such counsel shall be at the
expense of the QIU), and the Company, its directors, any such officers,
any person controlling the Company, JLMP and any person controlling
JLMP shall have the rights and duties given to the QIU, by Section
8(b).

(d) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages, liabilities and
judgments (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company and JLMP on the one hand and
the QIU on the other hand from the offering of the Shares or (ii) if
the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the
relative fault of the Company, JLMP, the Underwriters and the QIU in
connection with the statements or omissions which resulted in such
losses, claims, damages, liabilities or judgments, as well as

any other relevant equitable considerations. The relative benefits
received by the Company, JLMP and the QIU shall be deemed to be in the
same proportion as the total net proceeds from the offering of the
Shares (before deducting expenses) received by the Company and JLMP, as
set forth on the cover page of the Prospectus, and the total fee
received by the QIU, as set forth in the "Underwriting" section of the
Prospectus, bear to the total price to the public of the Shares. The
relative fault of the Company and JLMP and the QIU shall be determined
by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material
fact relates to information supplied by the Company, JLMP or the QIU
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission and
whether the QIU's recommendation, advice or services as QIU pursuant to
Section 2 hereof involved any willful misconduct or gross negligence on
the part of the QIU.

The Company and JLMP and the QIU agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation or any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
receding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8, the QIU shall not be required
to contribute any amount in excess of the amount by which its fee received for
acting as QIU exceeds the amount of any damages which the QIU has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission or by reason of alleged willful misconduct or gross
negligence. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

9. Conditions of Underwriters' Obligations. The several obligations
---------------------------------------
of the Underwriters to purchase the Firm Shares under this Agreement are subject
to the satisfaction of each of the following conditions:

(a) All the representations and warranties of the Company
contained in this Agreement shall be true

and correct on the Closing Date with the same force and effect as if
made on and as of the Closing Date.

(b) The Registration Statement shall have become effective not
later than 5:00 P.M.(and in the case of a Registration Statement filed
under Rule 462(b) of the Act, not later than 10:00 p.m.), New York City
time, on the date of this Agreement or at such later date and time as
you may approve in writing, and at the Closing Date no stop order
suspending the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have been
commenced or shall be pending before or contemplated by the Commission.

(c)(i) Since the date of the latest balance sheet included in
the Registration Statement and the Prospectus, there shall not have
been any material adverse change, or any development involving a
prospective material adverse change, in the condition, financial or
otherwise, or in the earnings, affairs or business prospects, whether
or not arising in the ordinary course of business, of the Company, (ii)
since the date of the latest balance sheet included in the Registration
Statement and the Prospectus there shall not have been any change, or
any development involving a prospective material adverse change, in the
capital stock or in the long-term debt of the Company from that set
forth in the Registration Statement and Prospectus, (iii) the Company
shall have no liability or obligation, direct or contingent, which is
material to the Company other than those reflected in the Registration
Statement and the Prospectus and (iv) on the Closing Date you shall
have received a certificate dated the Closing Date, signed by Reuben F.
Richards and Thomas G. Werthan, in their capacities as the President
and Chief Executive Officer and Vice President - Finance and
Administration and Chief Financial Officer of the Company, confirming
the matters set forth in paragraphs (a), (b), and (c) of this Section
9.

(d) You shall have received on the Closing Date an opinion
(satisfactory to you and counsel for the Underwriters), dated the
Closing Date, of White & Case, counsel for the Company to the effect
that:

(i) the Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the
State of New Jersey and has the corporate power and authority

required to carry on its business as it is currently being
conducted and to own, lease and operate its properties;

(ii) the Company is duly qualified and is in good standing
as a foreign corporation in each jurisdiction set forth on

Schedule A hereto, and is authorized to do business in each such
----------
jurisdiction;

(iii) all the outstanding shares of Common Stock have been
duly authorized and validly issued and are fully paid, non-
assessable and not subject to any preemptive or similar rights;

(iv) the Shares to be issued and sold by the Company
hereunder have been duly authorized, and when issued and
delivered to the Underwriters against payment therefor as
provided by this Agreement, will have been validly issued and
will be fully paid and non-assessable, and the issuance of such
Shares is not subject to any preemptive or similar rights;

(v) this Agreement has been duly authorized, executed and
delivered by the Company;

(vi) the authorized capital stock of the Company, including
the Common Stock, conforms as to legal matters to the description
thereof contained in the Prospectus;

(vii) the Registration Statement has become effective under
the Act, no stop order suspending its effectiveness has been
issued and no proceedings for that purpose are, to the best
knowledge of such counsel, pending before or contemplated by the
Commission;

(viii) statements under the captions "Shares Eligible for
Future Sale", "Certain Relationships and Related Transactions",
"Description of Capital Stock" and "Underwriting" in the
Prospectus and Items 14 and 15 of Part II of the Registration
Statement insofar as such statements constitute a summary of
legal matters documents or proceedings referred to therein,
fairly present the information called for with respect to such
legal matters, documents and proceedings;

(ix) the Company is not in violation of its charter or by-
laws and, to the best of such

counsel's knowledge after due inquiry, the Company nor is not in
default in the performance of any obligation, agreement or
condition contained in any bond, debenture, note or any other
evidence of indebtedness or in any other agreement, indenture or
instrument filed as an exhibit to the Registration Statement;

(x) the execution, delivery and performance of this
Agreement by the Company, compliance by the Company with all the
provisions hereof and the consummation of the transactions
contemplated hereby will not require any consent, approval,
authorization or other order of any court, regulatory body,
administrative agency or other governmental body (except as such
may be required under the Act or other securities or Blue Sky
laws) and will not conflict with or constitute a breach of any of
the terms or provisions of, or a default under, the charter or
by-laws of the Company or any material agreement, indenture or
other instrument to which the Company is a party or by which the
Company or its properties are bound, or violate or conflict with
any laws, administrative regulations or, to the best of such
counsel's knowledge, rulings or court decrees applicable to the
Company or its properties;

(xi) after due inquiry, such counsel does not know of any
legal or governmental proceeding pending or threatened to which
the Company is a party or to which any of their respective its
property is subject which is required to be described in the
Registration Statement or the Prospectus and is not so described,
or of any contract or other document which is required to be
described in the Registration Statement or the Prospectus or is
required to be filed as an exhibit to the Registration Statement
which is not described or filed as required;

(xii) the Company is not an "investment company" or a
company "controlled" by an "investment company" within the
meaning of the Investment Company Act of 1940, as amended;

(xiii) to the best of such counsel's knowledge, after due
inquiry, except as otherwise set forth in the Prospectus, no
holder of any security of the Company has any right to require

registration of shares of Common Stock or any other security of
the Company under the Registration Statement;

(xiv) In addition, such counsel shall state that: (1) the
Registration Statement (including any Registration Statement
filed under 462(b) of the Act, if any) and the Prospectus and any
supplement or amendment thereto (except for financial statements,
schedules and other financial and statistical data as to which no
opinion need be expressed) comply as to form in all material
respects with the Act, and (2) such counsel believes that (except
for financial statements, schedules and other financial and
statistical data, as aforesaid) the Registration Statement and
the prospectus included therein at the time the Registration
Statement became effective did not contain any untrue statement
of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading, and that the Prospectus, as amended or supplemented,
if applicable (except for financial statements, as aforesaid)
does not contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading.

In making such statement with respect to the matters covered by clause
(xiv) such counsel may state that its opinion and belief is based upon its
participation in the preparation of the Registration Statement and Prospectus
and any amendments or supplements thereto and review and discussion of the
contents thereof, but are without independent check or verification except as
specified. In giving its opinion and statement, White & Case may rely as to
matters of fact, on representations, statements or certificates of the Company,
officers of the Company, or public officials and, as to matters governed by laws
of states other than New York or federal laws on local counsel in such
jurisdictions, provided that in each case White & Case shall state that they
have no reason to believe that they and the Underwriters are not justified in
relying on such other counsel.

The opinion of White & Case described in paragraph (d) above shall be
rendered to you pursuant to the provisions of this Section 9(d), and shall so
state therein.

(e) You shall have received on the Closing Date an opinion
(satisfactory to you and counsel for the Underwriters), dated the
Closing Date, of Lerner, David, Littenberg, Krumholz & Mentlik, patent
counsel for the Company, to the effect that:

(i) The statements in the Registration Statement and Prospectus
(x) under the caption "Risk Factors -- Reliance on Trade Secrets; No
Assurance of Continued Intellectual Property Protections" and (y) under
the caption "Business -- Intellectual Property," insofar as such
statements constitute summaries of matters of law are accurate
statements or summaries of the matters set forth therein.

(ii) The Company has clear record title to its United States
patents and patent applications identified in Schedule A to the
----------
opinion. Such counsel has no knowledge of any facts that would form a
basis for the belief that the Company lacks any rights or licenses to
use all patents and know-how necessary to conduct the business as
proposed to be conducted in the United States by the Company as
described in the Prospectus.

(iii) Such counsel is not aware of any facts which, in its
opinion, would render any of the United States patents owned by the
Company unenforceable or invalid.

(iv) Except as set forth in Schedule B, such counsel is not
----------
aware of any patents, trademarks, service marks, trade names, mask work
rights, copyrights, trade secrets or other rights of others which are
being infringed by specific, current or proposed products or processes
referred to in the Prospectus; such counsel has no knowledge of any
pending or threatened action, suit, proceeding or claim by others that
the Company is infringing any patent, trademark, service mark, trade
name, mask work right, copyright, trade secret or other right of any
third party.

(v) To such counsel's knowledge there are no legal or
governmental proceedings pending relating to the United States patent
rights, other than review by the United States Patent and Trademark
Office of pending applications for patents, including appeal
proceedings, and, to such counsel's knowledge, no such proceedings are
threatened by United States governmental authorities or others.

(vi) Except as set forth in Schedule C, such counsel is not
----------
aware of any infringement by third parties of the Company's
Intellectual Property nor any pending or threatened actions,
proceedings or claims by the Company that any third party is infringing
the Company's Intellectual Property.

(vii) Such counsel does not know of any contracts or other
documents relating to the Intellectual Property of the Company or
United States patents or patent applications other than those described
in the Registration Statement and the Prospectus or identified on

Schedule A.
----------

In addition, such counsel shall state that no facts have come to
the attention of such counsel which would form a basis for the belief
that (a) the Registration Statement or any amendment thereto, or (b)
the Prospectus, as amended or supplemented, contain any untrue
statement of a material fact with respect to the patent position of the
Company, or omit to state any material fact relating to the patent
position of the Company, which is necessary to make the statements
contained therein not misleading.

(f) You shall have received on the Closing Date an opinion,
dated the Closing Date, of Brobeck, Phleger & Harrison LLP, counsel for
the Underwriters, as to the matters referred to in clauses (iv), (v)
(but only with respect to the Company), (vii), (viii) (but only with
respect to the statements under the captions "Description of Capital
Stock" and "Underwriting") and (xiv) of the foregoing paragraph (e).
In giving such opinion with respect to the matters covered by clause
(xiv) such counsel may state that their opinion and belief are based
upon their participation in the preparation of the Registration
Statement and Prospectus and any amendments or supplements thereto and
review and discussion of the contents thereof, but are without
independent check or verification except as specified.

(g) You shall have received a letter on and as of the Closing
Date, in form and substance satisfactory to you, from Coopers & Lybrand
L.L.P., independent public accountants, with respect to the financial
statements and certain financial information contained in the
Registration Statement and the Prospectus and substantially in the form
and substance of the letter delivered to you by Coopers & Lybrand
L.L.P. on the date of this Agreement.

(h) The Company shall not have failed at or prior to the Closing
Date to perform or comply with any of the agreements herein contained
and required to be performed or complied with by the Company at or
prior to the Closing Date.

The several obligations of the Underwriters to purchase any Additional Shares
hereunder are subject to the delivery to you on the applicable Option Closing
Date of such documents as you may reasonably request with respect to the good
standing of the Company, the due authorization and issuance of such Additional
Shares and other matters related to the issuance of such Additional Shares.

10. Effective Date of Agreement and Termination. This Agreement shall
-------------------------------------------
become effective upon the later of (i) execution of this Agreement and (ii) when
notification of the effectiveness of the Registration Statement has been
released by the Commission.

This Agreement may be terminated at any time prior to the Closing Date
by you by written notice to the Company if any of the following has occurred:
(i) since the respective dates as of which information is given in the
Registration Statement and the Prospectus, any material adverse change or
development involving a prospective material adverse change in the condition,
financial or otherwise, of the Company, or the earnings, affairs, or business
prospects of the Company, whether or not arising in the ordinary course of
business, which would, in your judgment, make it impracticable to market the
Shares on the terms and in the manner contemplated in the Prospectus, (ii) any
outbreak or escalation of hostilities or other national or international
calamity or crisis or change in economic conditions of such magnitude in its
effect on the financial markets of the United States or elsewhere that, in your
judgment, is material and adverse and would, in your judgment, make it
impracticable to market the Shares on the terms and in the manner contemplated
in the Prospectus, (iii) the suspension or material limitation of trading in
securities on the New York Stock Exchange, the American Stock Exchange or the
Nasdaq National Market for a period greater than one hour or limitation on
prices for securities on any such exchange or National Market System, (iv) the
enactment, publication, decree or other promulgation of any federal or state
statute, regulation, rule or order of any court or other governmental authority
which in your opinion materially and adversely affects, or will materially and
adversely affect, the business or operations of the Company to such an extent
that is impracticable to market the Shares as contemplated hereby, (v) the
declaration of a banking moratorium by either federal or New York State
authorities or (vi) the taking of any action by any federal, state or local
government or agency in respect of its

monetary or fiscal affairs which in your opinion has a material adverse effect
on the financial markets in the United States.

If on the Closing Date or on an Option Closing Date, as the case may
be, any one or more of the Underwriters shall fail or refuse to purchase the
Firm Shares or Additional Shares, as the case may be, which it or they have
agreed to purchase hereunder on such date and the aggregate number of Firm
Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters, as the case may be, agreed but failed or refused to
purchase is not more than one-tenth of the total number of Shares to be
purchased on such date by all Underwriters, each non-defaulting Underwriter
shall be obligated severally, in the proportion which the number of Firm Shares
set forth opposite its name in Schedule I bears to the total number of Firm
Shares which all the non-defaulting Underwriters, as the case may be, have
agreed to purchase, or in such other proportion as you may specify, to purchase
the Firm Shares or Additional Shares, as the case may be, which such defaulting
Underwriter or Underwriters, as the case may be, agreed but failed or refused to
purchase on such date; provided that in no event shall the number of Firm Shares
--------
or Additional Shares, as the case may be, which any Underwriter has agreed to
purchase pursuant to Section 2 hereof be increased pursuant to this Section 9 by
an amount in excess of one-ninth of such number of Firm Shares or Additional
Shares, as the case may be, without the written consent of such Underwriter. If
on the Closing Date or on an Option Closing Date, as the case may be, any
Underwriter or Underwriters shall fail or refuse to purchase Firm Shares, or
Additional Shares, as the case may be, and the aggregate number of Firm Shares
or Additional Shares, as the case may be, with respect to which such default
occurs is more than one-tenth of the aggregate number of Shares to be purchased
on such date by all Underwriters and arrangements satisfactory to you and the
Company for purchase of such Shares are not made within 48 hours after such
default, this Agreement will terminate without liability on the part of any non-
defaulting Underwriter and the Company. In any such case which does not result
in termination of this Agreement, either you or the Company shall have the right
to postpone the Closing Date or the applicable Option Closing Date, as the case
may be, but in no event for longer than seven days, in order that the required
changes, if any, in the Registration Statement and the Prospectus or any other
documents or arrangements may be effected. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in respect
of any default of any such Underwriter under this Agreement.

11. Miscellaneous. Notices given pursuant to any provision of this
-------------
Agreement shall be addressed as follows: (a) if to the Company, to EMCORE
Corporation, 394 Elizabeth Avenue, Somerset, New Jersey 08873, and (b) if to any
Underwriter or to

you, to you c/o Donaldson, Lufkin & Jenrette Securities Corporation, 277 Park
Avenue, New York, New York 10172, Attention: Syndicate Department, or in any
case to such other address as the person to be notified may have requested in
writing.

The respective indemnities, contribution agreements, representations,
warranties and other statements of the Company, its officers and directors and
of the several Underwriters set forth in or made pursuant to this Agreement
shall remain operative and in full force and effect, and will survive delivery
of and payment for the Shares, regardless of (i) any investigation, or statement
as to the results thereof, made by or on behalf of any Underwriter or by or on
behalf of the Company, the officers or directors of the Company or any
controlling person of the Company, (ii) acceptance of the Shares and payment for
them hereunder and (iii) termination of this Agreement.

If this Agreement shall be terminated by the Underwriters because of
any failure or refusal on the part of the Company to comply with the terms or to
fulfill any of the conditions of this Agreement, the Company agrees to reimburse
the several Underwriters for all out-of-pocket expenses (including the fees and
disbursements of counsel) reasonably incurred by them.

Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon the Company, the
Underwriters, any controlling persons referred to herein and their respective
successors and assigns, all as and to the extent provided in this Agreement, and
no other person shall acquire or have any right under or by virtue of this
Agreement. The term "successors and assigns" shall not include a purchaser of
any of the Shares from any of the several Underwriters merely because of such
purchase.

This Agreement shall be governed and construed in accordance with the
laws of the State of New York.

This Agreement may be signed in various counterparts which together
shall constitute one and the same instrument.

Please confirm that the foregoing correctly sets forth the agreement
between the Company, and the several Underwriters.


Very truly yours,

EMCORE Corporation



By____________________________
Name:
Title:



For purposes of Section 8 only:
JESUP & LAMONT MERCHANT
PARTNERS, L.L.C.



By____________________________
Name:
Title:



DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
NEEDHAM & COMPANY, INC.

Acting severally on behalf of
themselves and the several
Underwriters named in
Schedule I hereto

By: DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION


By__________________________
Name:
Title:

SCHEDULE I
----------



Number of Firm Shares
Underwriters to be Purchased
------------ ---------------------

Donaldson, Lufkin & Jenrette
Securities Corporation
Needham & Company, Inc.



---------------------

Total

ANNEX I
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Required Stockholder Lock-ups
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[Attach List of all Stockholders]