AMENDED AND RESTATED PROMISSORY NOTE

Exhibit 10.1

AMENDED AND RESTATED PROMISSORY NOTE

$3,000,000 Somerset, New Jersey
May 23, 2002



RECITALS


WHEREAS, on February 22, 2001 Reuben F. Richards, Jr. (the "Borrower")
executed a Promissory Note (the "Note") payable to the order of EMCORE
Corporation (the "Company") in consideration for a loan in the principal amount
of $3,000,000;

WHEREAS, the Board of Directors has deemed it in the best interests of the
Company to amend certain terms of the Note as approved by the Board on May 21,
2002; and

WHEREAS, the parties intend to amend and restate the Note (herein referred
to as the "Amended and Restated Note") to reflect the changed terms and
conditions.

NOW, THEREFORE, it is hereby agreed as follows:

FOR VALUE RECEIVED, the undersigned, Reuben F. Richards, Jr. (the
"Borrower"), hereby promises to pay to the order of EMCORE Corporation (the
"Company"), in lawful money of the United States of America in immediately
available funds, at its offices at 145 Belmont Drive, Somerset, New Jersey 08873
(or such other place as Company may direct) the principal sum of THREE MILLION
DOLLARS AND NO CENTS ($3,000,000.00). Principal and accrued interest shall be
payable on February 22, 2006 (the "Maturity Date") at the foregoing address.

1. Interest. Interest shall accrue on the unpaid principal balance of this
Amended and Restated Note at a rate of 5.18% per annum from February 22, 2001 to
May 23, 2002 compounded annually and at a rate of 4.99% per annum thereafter
until the Maturity Date. Interest shall be payable on the Maturity Date.

2. Full Recourse. The loan evidenced by this Amended and Restated Note is a
general obligation of the Borrower.

3. Security. All obligations of Borrower under this Amended and Restated
Note are secured by a pledge of certain shares of EMCORE Corporation common
stock ("Common Stock") pursuant to the Amended and Restated Pledge Agreement. By
executing this Amended and Restated Note, the Borrower hereby agrees to execute
such other instruments as the Company may direct in order to evidence and
perfect Company's
security interest in such Common Stock (together with the Amended and Restated
Pledge Agreement, the "Pledge Documents").

4. Application of Payment. Each payment hereunder may be made, at the
option of the Borrower, in either lawful tender of the United States or in
shares of Common Stock and shall be applied first to any accrued but unpaid
interest on this Amended and Restated Note and the balance to the unpaid
principal. Prepayment of the principal balance of this Amended and Restated
Note, together with any accrued and unpaid interest, may be made in whole or in
part at any time without penalty. For valuation purposes, the fair market value
per share of Common Stock on any date shall be determined in accordance with the
following provisions:

(a) If the Common Stock is at the time traded on the NASDAQ
National Market, the fair market value shall be the closing
selling price per share of Common Stock on the date in
question, as such prices are reported by the National
Association of Securities Dealers on its NASDAQ system or
any successor system. If there is no reported closing
selling price for the Common Stock on the date in question,
then the closing selling price on the last preceding date
for which such quotation exists shall be determinative of
the fair market value.

(b) If the Common Stock is at the time traded on the American
Stock Exchange or the New York Stock Exchange, then the fair
market value shall be the closing selling price per share of
Common Stock on the date in question on the securities
exchange serving as the primary market for the Common Stock,
as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no reported sale
of Common Stock on such exchange on the date in question,
then the fair market value shall be the closing selling
price on such exchange on the last preceding date for which
such quotation exists.

(c) If the Common Stock is at the time neither listed on any
securities exchange nor traded on the NASDAQ National
Market, the fair market value shall be determined by the
Corporation's Board of Directors after taking into account
such factors as such Board shall deem appropriate.

5. Representation of the Borrower.

(a) The Borrower has applied all proceeds evidenced by this Amended
and Restated Note towards the purchase of a personal residence.

6. Acceleration.

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(a) If the Borrower voluntarily terminates his employment with the
Company for any reason, the Company shall have the right to accelerate all or
part of the amounts outstanding under this Amended and Restated Note. If the
Borrower is terminated for cause, all principal and interest outstanding under
this Amended and Restated Note will automatically become due and payable sixty
(60) calendar days after the termination of the Borrower's service with the
Company.

(b) The Company will have the right to accelerate the principal and
interest due under this Amended and Restated Note upon the occurrence of the
following events: (i) there is default under, or a breach of, any covenant,
representation or warranty of the Borrower under this Amended and Restated Note
or the Amended and Restated Pledge Documents, (ii) the Borrower applies for or
consents to the appointment of a receiver, trustee, custodian or liquidator of
any of his property, admits in writing his inability to pay his debts as they
mature, makes a general assignment as a bankrupt or insolvent or is the subject
of an order for relief under Chapter 13 of the United States Bankruptcy Code or
files a voluntary petition in bankruptcy or a petition or answer seeking an
arrangement with creditors or to take advantage of any bankruptcy, insolvency,
readjustment or debt or liquidation law or statute, or an answer admitting the
material allegations of a petition filed against him in any proceeding under any
such law or (iii) an order, judgment or decree is entered by any court of
competent jurisdiction, without the application, approval or consent of the
Borrower, approving a petition appointing a receiver, trustee, custodian or
liquidator of all or a substantial part of the assets of the Borrower and such
order, judgment or decree continues unstayed and in effect for a period of
thirty (30) days; provided that if an event specified in (ii) or (iii) above
shall occur, all principal and interest outstanding under this Amended and
Restated Note shall become automatically due and payable.

7. Loan Forgiveness. Notwithstanding any other provision of this Amended
and Restated Note the principal balance and accrued but unpaid interest on this
Amended and Restated Note shall be forgiven as follows: (a) If the Company
terminates the Borrower's employment without cause or (b) there is a Change in
Control. For purposes hereof a Change in Control shall be deemed to have
occurred as follows:

(i) an acquisition in one transaction or a series of related
transactions (other than directly from the Company or pursuant to options
granted under a Company stock option plan or other similar awards granted
by the Company) of any voting securities by any person, immediately after
which such person has beneficial ownership of fifty percent (50%) or more
of the combined voting power of the Company's then outstanding voting
securities; provided, however, in determining whether a Change in Control
has occurred, voting securities which are acquired in a Non-Control
Acquisition shall not constitute an acquisition that would cause a Change
in Control;

(ii) the individuals who, immediately prior to the date hereof, are
members of the Board (the "Incumbent Board"), cease for any reason to
constitute at least a majority of the members of the Board; provided,
however, that if the

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election, or nomination for election, by the Company's common stockholders, of
any new director was approved by a vote of at least a majority of the Incumbent
Board, such new director shall, for purposes of the Plan, be considered as a
member of the Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election Contest"
(as described in Rule 14a-11 promulgated under the Exchange Act) or other actual
or threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board (a "Proxy Contest") including by reason of any agreement
intended to avoid or settle any Election Contest or Proxy Contest; or

(iii) the consummation of:

(A) a merger, consolidation or reorganization involving the Company
unless:

(1) the stockholders of the Company, immediately before such
merger, consolidation or reorganization, own, directly or indirectly,
immediately following such merger, consolidation or reorganization,
more than fifty percent (50%) of the combined voting power of the
outstanding voting securities of the corporation resulting from such
merger or consolidation or reorganization (the "Surviving
Corporation") in substantially the same proportion as their ownership
of the voting securities immediately before such merger, consolidation
or reorganization,

(2) the individuals who were members of the Incumbent Board
immediately prior to the execution of the agreement providing for such
merger, consolidation or reorganization constitute at least a majority
of the members of the board of directors of the Surviving Corporation,
or a corporation beneficially owning, directly or indirectly, a
majority of the voting securities of the Surviving Corporation, and

(3) no person, other than (i) the Company, (ii) any Related
Entity (as defined below), (iii) any employee benefit plan (or any
trust forming a part thereof) that, immediately prior to such merger,
consolidation or reorganization, was maintained by the Company, the
Surviving Corporation, or any Related Entity or (iv) any person who,
together with its Affiliates, immediately prior to such merger,
consolidation or reorganization had beneficial ownership of fifty
percent (50%) or more of the then outstanding voting securities, owns,
together with its Affiliates, beneficial ownership of fifty percent
(50%) or more of the combined voting power of the Surviving
Corporation's then outstanding voting securities

(a transaction described in clauses (1) through (3) above is referred
to herein as a "Non-Control Transaction");

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(B) a complete liquidation or dissolution of the Company other than
through bankruptcy; or

(C) an agreement for the sale or other disposition of all or
substantially all of the assets or business of the Company to any person
(other than a transfer to a Related Entity or the distribution to the
Company's stockholders of the stock of a Related Entity or any other
assets).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any person (the "Subject Person") acquired beneficial ownership
of fifty percent (50%) or more of the combined voting power of the then
outstanding voting securities as a result of the acquisition of voting
securities by the Company which, by reducing the number of voting securities
then outstanding, increases the proportional number of shares beneficially owned
by the Subject Persons, provided that if a Change in Control would occur (but
for the operation of this sentence) as a result of the acquisition of voting
securities by the Company, and (1) before such share acquisition by the Company
the Subject Person becomes the beneficial owner of any new or additional voting
securities in a related transaction or (2) after such share acquisition by the
Company the Subject Person becomes the beneficial owner of any new or additional
voting securities which in either case increases the percentage of the then
outstanding voting securities beneficially owned by the Subject Person, then a
Change in Control shall be deemed to occur. For purposes hereof, (x) "Affiliate"
shall mean, with respect to any Person, any other Person that, directly or
indirectly, controls, is controlled by, or is under common control with, such
Person; (y) any "Relative" (for this purpose, "Relative" means a spouse, child,
parent, parent of spouse, sibling or grandchild) of an individual shall be
deemed to be an Affiliate of such individual for this purpose; and (z) neither
the Company nor any Person controlled by the Company shall be deemed to be an
Affiliate of any holder of Common Stock. A Non-Control Acquisition shall mean an
acquisition by (i) an employee benefit plan (or a trust forming a part thereof)
maintained by (A) the Company or (B) any corporation or other person of which a
majority of its voting power or its voting equity securities or equity interest
is owned, directly or indirectly, by the Company (a "Related Entity"), (ii) the
Company or any Related Entity, (iii) any of Thomas Russell, The AER Trust 1997,
Robert Louis-Dreyfus, Gallium Enterprises, Inc. and Reuben Richards or (iv) any
Person in connection with a Non-Control Transaction.

8. Notices. All notices and other communications required or permitted to
be given hereunder shall be in writing and shall be deemed to have been duly
given if delivered personally or sent by certified mail, return receipt
requested, first-class postage prepaid to the below listed parties at the
following addresses:

If to the Company, to:

EMCORE Corporation
145 Belmont Drive
Somerset, NJ 08873
Attention: CFO

If to the Borrower, at the address set forth at the
end of this Amended and Restated Note,

or to such other address as either party shall have last designated by
notice to the other party. All such notices and communications shall be deemed
to have been received on the earlier of the date of receipt and the third
business day after the date of mailing thereof.

9. Amendments. No amendment of this Amended and Restated Note shall be
effective unless in writing and signed by the Borrower and the Company. Upon
execution of this Amended and Restated Note by the Company and the Borrower, the
Note dated February 22, 2001 shall be cancelled and returned to the Borrower.

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10. Waiver. The Borrower, for himself and his legal representatives and
successors, hereby expressly waives presentment, demand, notice, protest, and
all other demands or notices in connection with the delivery, acceptance,
endorsement, performance, default, or enforcement of this Amended and Restated
Note.

11. No Set-Off. This Amended and Restated Note is not subject to set-off by
the Borrower for any amounts for any reason.

12. Effect of Delay or Omission. No delay or omission of the Company in
exercising any right or remedy hereunder shall constitute a waiver of any such
right or remedy.

13. Costs of Collection. The Borrower will pay all costs and expenses of
collection, including reasonable attorneys' fees, incurred or paid by the
Company in enforcing this Amended and Restated Note or the obligations hereby
evidenced, to the extent permitted by law.

14. Governing Law. This Amended and Restated Note shall be construed and
enforced in accordance with the laws of the State of New Jersey, without regard
to any conflict of laws rules.

15. Headings. The section and paragraph headings hereof are for convenience
of reference only and shall not be deemed to construe or affect the meaning of
any of the provisions hereof.

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IN WITNESS WHEREOF, the Borrower has executed this Amended and Restated
Note as of the date first above written, and by such execution acknowledges each
of the provisions of this Amended and Restated Note.

/s Reuben F. Richards, Jr.
Reuben F. Richards, Jr.

Address:
c/o EMCORE CORPORATION
145 Belmont Drive
Somerset, NJ 08873