AMENDED AND RESTATED STOCK PLEDGE AGREEMENT

Exhibit 10.2


EMCORE CORPORATION
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AMENDED AND RESTATED STOCK PLEDGE AGREEMENT
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Agreement made as of this 23RD day of May, 2002, by and between EMCORE
Corporation, a New Jersey Corporation (the "Corporation") and Reuben F.
Richards, Jr. (the "Pledgor").

RECITALS
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WHEREAS, on February 22, 2001 the Pledgor and the Corporation entered into
a Pledge Agreement (the "Pledge Agreement") to secure a Promissory Note in the
amount of $3,000,0000 (the "Note");

WHEREAS, the Board of Directors has deemed it in the best interests of the
Corporation to approve certain changes to terms of the Note and Pledge Agreement
as approved by the Board on May 21, 2002;

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

WHEREAS, it is the intention of the parties that the indebtedness evidenced
by the Amended and Restated Note continue to be secured only by a pledge of
shares of the Corporation's common stock ("Common Stock").

NOW, THEREFORE, it is hereby agreed as follows:

1. Grant of Security Interest. As security for all present and future
liabilities, obligations, covenants, duties and debts owing by the Pledgor to
the Corporation arising under or pursuant to the Amended and Restated Note, this
Agreement or any related agreement, instrument or document (the "Obligations"),
the Pledgor hereby grants to the Corporation a first priority security interest
in, and assigns, transfers and pledges to the Corporation the following
securities (collectively, the "Collateral"):

(i) the 91,000 shares of Common Stock (the "Pledged Shares")
delivered to the Corporation simultaneously with the execution
and delivery of this Agreement.

(ii) any and all new, additional or different securities or other
property subsequently distributed with respect to the Pledged
Shares which

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are to be delivered to and deposited with the Corporation
pursuant to the requirements of Paragraph 3(a) of this Agreement;
and

(iii) the proceeds of any sale, exchange or disposition of the
property and securities described in subparagraphs (i) and (ii)
above.

2. Warranties. The Pledgor hereby warrants that the Pledgor is the owner of
the Collateral and has the right to pledge the Collateral and that the
Collateral is free from all liens, adverse claims and other security interests
(other than those created hereby).

3. Duty to Deliver. Any new, additional or different securities or other
property which may now or hereafter become distributable with respect to the
Collateral by reason of (i) any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the Common
Stock as a class without the Corporation's receipt of consideration or (ii) any
merger, consolidation or other reorganization affecting the capital structure of
the Corporation shall, upon receipt by the Pledgor be promptly delivered to and
deposited with the Corporation as part of the Collateral hereunder. Any such
securities shall be accompanied by one or more properly endorsed stock power
assignments.


4. Payment of Taxes and Other Charges. The Pledgor shall pay, prior to the
delinquency date, all taxes, liens, assessments and other charges against the
Collateral, and in the event of the Pledgor's failure to do so, the Corporation
may, at its option, pay any or all of such taxes or other charges without
contesting the legality or validity thereof. The payments so made shall become
part of the indebtedness secured hereunder and until paid, shall bear interest
at the minimum per annum rate, compounded semi-annually, required to avoid
imputation of interest income to the Corporation and compensation income to the
Pledgor under the Federal tax laws.

5. Shareholder Rights. So long as there exists no event of default under
Paragraph 11 of this Agreement, the Pledgor may exercise all shareholder voting
rights and be entitled to receive any and all regular cash dividends paid on the
Collateral and all proxy statements and other shareholder materials pertaining
to the Corporation.

6. Rights and Powers of the Corporation. The Corporation may, without
obligation to do so, exercise at any time and from time to time, one or more of
the following rights and power with respect to any or all of the Collateral:


(i) subject to the applicable limitations of Paragraphs 9 and 10,
accept other property of the Pledgor in exchange for all or part
of the Collateral and release Collateral to the Pledgor to the
extent necessary to effect such exchange, and in such event, the
other

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property received in the exchange shall become part of the
Collateral hereunder;

(ii) subject to the applicable limitations of Paragraph 5, perform
such acts as are necessary to preserve and protect the Collateral
and the rights, powers and remedies granted with respect to the
Collateral by this Agreement; and

(iii) transfer record ownership of the Collateral to the Corporation
or its nominee and receive, endorse and give receipt for, or
collect by legal proceedings or otherwise, dividends made or paid
with respect to the Collateral; provided and only if, there
exists at the time an outstanding event of default under
Paragraph 11 of this Agreement. Any cash sums which the
Corporation may so receive shall be applied to the payment of the
Amended and Restated Note and any other Obligations secured
hereunder, in such order of application as the Corporation deems
appropriate.

Expenses reasonably incurred in connection with any action by the
Corporation pursuant to this Paragraph 6 shall form part of the
indebtedness secured hereunder as provided in Paragraph 13.

7. Care of Collateral. The Corporation shall exercise reasonable care in
the custody and preservation of the Collateral. However, the Corporation shall
have no obligation to (i) preserve the rights of the Pledgor against adverse
claims or protect the Collateral against the possibility of decline in market
value or (ii) take any action with respect to the Collateral requested by the
Pledgor unless the request is made in writing and the Corporation determines
that the requested action will not unreasonably jeopardize the value of the
Collateral as security for the Amended and Restated Note and the other
Obligations secured hereunder.

Subject to the limitations of Paragraphs 9 and 10, the Corporation may at
any time release and deliver all or part of the Collateral to the Pledgor, and
the receipt thereof by the Pledgor shall constitute a complete and full
acquittance for the Collateral so released and delivered. The Corporation shall
accordingly be discharged from any further liability or responsibility for such
released Collateral, and such released Collateral shall no longer be subject to
the provisions of this Agreement.

8. Transfer of Collateral. In connection with the transfer or assignment of
the Amended and Restated Note (whether by negotiation, discount or otherwise),
the Corporation may, upon ten (10) days prior written notice, transfer all or
any part of the Collateral, and the transferee shall thereupon succeed to the
rights, powers and remedies granted the Corporation hereunder with respect to
the Collateral so transferred. Upon such transfer, the Corporation shall be
fully discharged from all liability and responsibility for the transferred
Collateral.

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9. Release of Collateral. Provided all Obligations secured hereunder (other
than payments not yet due and payable under the Amended and Restated Note) shall
at the time have been paid in full and there does not at the time otherwise
exist any event of default under Paragraph 11, the Pledged Shares together with
any additional Collateral which may hereafter be pledged and deposited
hereunder, shall be released from pledge and returned to the Pledgor in
accordance with the following provisions:

(i) Upon payment or prepayment of principal under the Amended
and Restated Note together with payment of all accrued
interest to date, one or more of the Pledged Shares held as
Collateral hereunder shall (subject to the applicable
limitations of Paragraphs 9(iii) and 9(v) below) be released
at the time of such payment or prepayment. The number of
shares to be so released shall be equal to the number
obtained by multiplying (i) the total number of Pledged
Shares held under this Agreement at the time of such payment
or prepayment by (ii) a fraction, the numerator of which
shall be the amount of the principal paid or prepaid and the
denominator of which shall be the unpaid principal balance
of the Amended and Restated Note immediately prior to such
payment or prepayment. In no event, however, shall any
fractional shares be released.

(ii) Under no circumstances, however, shall any Pledged Shares or
other Collateral be released if previously applied to the
payment of any indebtedness hereunder. In addition, in no
event shall any Pledged Shares or other Collateral be
released pursuant to the provisions of Paragraphs 9(i) or
9(ii) if, and to the extent that, the fair market value and
the Common Stock and all other Collateral which would
otherwise remain in pledge hereunder after such release were
effected would be less than the unpaid principal and
accumulated interest under the Amended and Restated Note.

(iii) For all valuation purposes under this Agreement, 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.

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(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.

(iv) The Borrower shall at all times comply with Regulation U of
the Federal Reserve Board to the extent applicable.

10. Substitution of Collateral. The Pledgor may, from time to time,
substitute, with the Corporation's prior written consent (which shall not be
unreasonably withheld), any of the Collateral with additional or different
securities delivered to and deposited with the Corporation as part of the
Collateral hereunder; provided, that, such securities are freely tradable
securities listed on a national securities exchange or the NASDAQ National
Market with an aggregate fair market value (as determined pursuant to Paragraph
9) equal to or greater than the Collateral being substituted for hereunder.


11. Events of Default. The occurrence of one or more of the following
events shall constitute an event of default under this Agreement:

(i) the failure of the Pledgor to pay, when due under the
Amended and Restated Note, any installment of principal or
accrued interest; or

(ii) the occurrence of any other acceleration event specified in
the Amended and Restated Note; or

(iii) the failure of the Pledgor to perform any obligation
imposed upon the Pledgor by reason of this Agreement; or

(iv) the breach of any warranty of the Pledgor contained in this
Agreement.

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Upon the occurrence of any such event of default, the
Corporation shall provide the Pledgor with written notice of such event of
default, and in the event that such event of default remains uncured five (5)
days after delivery of such notice, the Corporation may, at its option, declare
the Amended and Restated Note and all other indebtedness secured hereunder to be
immediately due and payable and may exercise any or all of the rights and
remedies granted to a secured party under the provisions of the New Jersey
Uniform Commercial Code (as now or hereafter in effect), including (without
limitation) the power to dispose of the Collateral by public or private sale or
to accept the Collateral in full payment of the Amended and Restated Note and
all other indebtedness hereunder.

Any proceeds realized from the disposition of the Collateral
pursuant to the foregoing power of sale shall be applied first to the payment of
expenses incurred by the Corporation in connection with the disposition, then to
the payment of the Amended and Restated Note and finally to any other
indebtedness secured hereby. Any surplus proceeds shall be paid over to the
Pledgor. However, in the event such proceeds prove insufficient to satisfy all
obligations of the Pledgor under the Amended and Restated Note, then the Pledgor
shall remain personally liable for the resulting deficiency.

12. Other Remedies. The rights, powers and remedies granted to the
Corporation pursuant to the provisions of this Agreement shall be in addition to
all rights, powers and remedies granted to the Corporation under any statute or
rule of law. Any forebearance, failure or delay by the Corporation in exercising
any right, power or remedy under this Agreement shall not be deemed to be a
waiver of such right, power or remedy. Any single or partial exercise of any
right, power or remedy under this Agreement shall not preclude the further
exercise thereof, and every right, power and remedy of the Corporation under
this Agreement shall continue in full force and effect unless such right, power
or remedy is specifically waived in an instrument executed by the Corporation.

13. Costs and Expenses. All costs and expenses (including reasonable
attorneys fees) incurred by the Corporation in the exercise or enforcement of
any right, power or remedy granted it under this Agreement shall become part of
the indebtedness secured hereunder and shall be payable immediately upon demand
and bear interest at the minimum per annum rate, compounded semi-annually,
required to avoid imputation of interest income to the Corporation and
compensation income to the Pledgor under the Federal tax laws.

14. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey without resort to that
State's conflict-of-laws rules.

15. Successors. This Agreement shall be binding on the Corporation and its
successors and assigns and upon the Pledgor and the executors, heirs and
legatees of the Pledgor's estate.

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16. Severability. If any provision of this Agreement is held to be invalid
under applicable law, then such provision shall be ineffective only to the
extent of such invalidity, and neither the remainder of such provision nor any
other provision of this agreement shall be affected thereby.

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IN WITNESS WHEREOF, this Agreement has been duly executed by the Pledgor
and the Corporation as of the date first above written.



EMCORE CORPORATION /s Reuben F. Richards, Jr.
Reuben F. Richards, Jr., as Pledgor

By: /s Thomas G. Werthan
Name: Thomas G. Werthan
Title: CFO