FORM OF $17.00 WARRANT

Exhibit 10.11


[Form of $17.00 Warrant]



THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE
SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

Warrant No. ____ Number of Shares: ______
(subject to adjustment)
Date of Issuance: August 10, 1992


EMCORE CORPORATION


Class III Preferred Stock Purchase Warrant

EMCORE CORPORATION, a New Jersey corporation (the "Company"), for
value received, hereby certifies that ______ _______, or his registered
assigns (the "Registered Holder"), is entitled, subject to the terms set forth
below, to purchase from the Company, at any time or from time to time on or
after the date of issuance and on or before August 10, 1997 at not later than
5:00 p.m. (New York City time), 30,050 shares of Class III Senior Convertible
Preferred Stock of the Company ("Class III Preferred Stock"), at a purchase
price of $0.50 per share. This Warrant is one of the warrants issued pursuant
to the Unit Purchase Agreement, dated as of July 27, 1992, between the Company
and certain investors named therein (the "Purchase Agreement"), and the Escrow
Agreement, dated July 27, 1992, between Dillon, Bitar & Luther, the Company
and certain investors named therein (the "Escrow Agreement"). The shares
purchasable upon exercise of this Warrant, and the purchase price per share,
each as adjusted from time to time pursuant to the provisions of this Warrant,
are hereinafter referred to as the "Warrant Shares" and the "Purchase Price,"
respectively.

1. Exercise.

(a) This Warrant may be exercised by the Registered Holder, in
whole or in part, by surrendering this Warrant, with the purchase form
appended hereto as Exhibit I duly executed by such Registered Holder or by
such Registered Holder's duly authorized attorney, at the principal office of
the Company, or at such other office or agency as the Company may designate,
accompanied by payment in full,in lawful money of the United States, of the
Purchase Price payable in respect of the number of shares of Warrant Shares



purchased upon such exercise.

(b) Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the day on which this
Warrant shall have been surrendered to the Company as provided in subsection
1(a) above. At such time, the person or persons in whose name or names any
certificates for Warrant Shares shall be issuable upon such exercise as
provided in subsection 1(c) below shall be deemed to have become the holder or
holders of record of the Warrant Shares represented by such certificates.

(c) As soon as practicable after the exercise of this Warrant in
full or in part, and in any event within 10 days thereafter, the Company, at
its expense, will cause to be issued in the name of, and delivered to, the
Registered Holder, or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may direct:

(i) a certificate or certificates for the number of full Warrant
Shares to which such Registered Holder shall be entitled upon such
exercise plus, in lieu of any fractional share to which such Registered
Holder would otherwise be entitled, cash in an amount determined pursuant
to Section 3 hereof; and

(ii) in case such exercise is in part only, a new warrant or
warrants (dated the date hereof) of like tenor, calling in the aggregate
on the face or faces thereof for the number of Warrant Shares equal
(without giving effect to any adjustment therein) to the number of such
shares called for on the face of this Warrant minus the number of such
shares purchased by the Registered Holder upon such exercise as provided
in subsection 1(a) above.

2. Adjustments.
(a) If the Conversion Price (as defined in the Company's
Certificate of Incorporation (the "Certificate")) of the Class III Preferred
Stock is adjusted in accordance with the terms of the Certificate, then the
Purchase Price in effect immediately prior to such adjustment shall
simultaneously be adjusted proportionately with the adjustment of the
Conversion Price.

(b) The Company shall give the Registered Holder such notices as it
may, from time to time, be required to give the holders of the Class III
Preferred Stock, as if the Registered Holder was a holder of Class III
Preferred Stock at the time such notices are required to be given.

(c) When any adjustment is required to be made in the Purchase
Price, the Company shall promptly mail to the Registered Holder a certificate
setting forth the Purchase Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment. Such certificate
shall also set forth the kind and amount of stock or other securities or
property into which this Warrant shall be exercisable following the occurrence
of any of the events specified in this Section 2.

3. Fractional Shares. The Company shall not be required upon the
exercise of this Warrant to issue any fractional shares, but shall round such
fractional share to the nearest whole share.
4. Requirements for Transfer.

(a) This Warrant and the Warrant Shares shall not be sold or



transferred or otherwise disposed of except in accordance with Sections 3 and
7 of the Purchase Agreement, and the Registration Rights Agreement.

(b) Each certificate representing Warrant Shares shall bear a
legend substantially in the following form:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
AND WERE ACQUIRED BY THE REGISTERED HOLDER FOR SUCH HOLDER'S OWN
ACCOUNT FOR INVESTMENT. THESE SECURITIES MAY NOT BE PLEDGED,
HYPOTHECATED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THESE SECURITIES UNDER THE ACT, OR AN
OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY IN FORM AND
SUBSTANCE TO THE CORPORATION TO THE EFFECT THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER SAID ACT.


THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE ALSO
SUBJECT TO CERTAIN PROVISIONS OF THAT CERTAIN STOCKHOLDERS'
AGREEMENT DATED JANUARY 12, 1987, AMONG THE CORPORATION AND CERTAIN
HOLDERS OF OUTSTANDING CAPITAL STOCK, THAT CERTAIN CONVERTIBLE
PREFERRED STOCK AND COMMON STOCK PURCHASE AGREEMENT DATED JANUARY
12, 1987, AMONG THE CORPORATION AND CERTAIN HOLDERS OF OUTSTANDING
CAPITAL STOCK OF THE CORPORATION, AND THAT CERTAIN UNIT PURCHASE
AGREEMENT DATED JULY 27, 1992, AMONG THE CORPORATION AND CERTAIN
HOLDERS OF OUTSTANDING NOTES OF THE CORPORATION, AND MAY NOT BE
OFFERED FOR SALE, SOLD, BEQUEATHED, TRANSFERRED (INCLUDING BY WILL
OR PURSUANT TO THE LAWS OF DESCENT AND DISTRIBUTION OR
OTHERWISE),PLEDGED, HYPOTHECATED, ENCUMBERED OR OTHERWISE DISPOSED
OF EXCEPT AS PROVIDED IN ACCORDANCE WITH THE ABOVE AGREEMENTS,
COPIES OF WHICH AGREEMENTS ARE ON FILE AT THE CORPORATION AND MAY BE
OBTAINED BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF THE CORPORATION."

Such certificates shall also bear such legend as may be required by the
Stockholders' Agreement dated January 12, 1987, among the Company and certain
holders of outstanding stock, if the holder of the certificates is a party to
such agreement, and the laws of the State of New Jersey or any other state.

5. No Impairment. The Company will not, by amendment of its
charter or through reorganization, consolidation, merger, dissolution, sale of
assets or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the rights
of the holder of this Warrant against impairment.

6. Reservation of Stock. The Company will at all times reserve
and keep available, solely for issuance and delivery upon the exercise of this
Warrant, such number of Warrant Shares and other stock, securities and
property, as from time to time shall be issuable upon the exercise of this
Warrant.

7. Exchange of Warrants. Upon the surrender by the Registered
Holder of any Warrant or Warrants, properly endorsed, to the Company at the
principal office of the Company, the Company will, subject to the provisions
of Section 4 hereof, issue and deliver to or upon the order of such Holder, at
the Company's expense, a new Warrant or Warrants of like tenor, in the name of
such Registered Holder or as such Registered Holder (upon payment by such



Registered Holder of any applicable transfer taxes) may direct, calling in the
aggregate on the face or faces thereof for the number of shares of Class III
Preferred Stock called for on the face or faces of the Warrant or Warrants so
surrendered.

8. Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of
an indemnity agreement (with surety if reasonably required) in an amount
reasonably satisfactory to the Company, or (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will issue, in lieu
thereof, a new Warrant of like tenor.

9. Transfers, etc.

(a) The Company will maintain a register containing the names and
addresses of the Registered Holders of this Warrant. Any Registered Holder
may change its or his address as shown on the warrant register by written
notice to the Company requesting such change.

(b) Subject to the provisions of Section 4 hereof, this Warrant and
all rights hereunder are transferable, in whole or in part, upon surrender of
this Warrant with a properly executed assignment (in the form of Exhibit II
hereto) at the principal office of the Company.

(c) Until any transfer of this Warrant is made in the warrant
register, the Company may treat the Registered Holder of this Warrant as the
absolute owner hereof for all purposes; provided, however, that if and when
this Warrant is properly assigned in blank, the Company may (but shall not be
obligated to) treat the bearer hereof as the absolute owner hereof for all
purposes, notwithstanding any notice to the contrary.

10. Mailing of Notices, etc. All notices and other communications
from the Company to the Registered Holder of this Warrant shall be mailed by
first-class certified or registered mail, postage prepaid, to the address
furnished to the Company in writing by the last Registered Holder of this
Warrant who shall have furnished an address to the Company in writing. All
notices and other communications from the Registered Holder of this Warrant or
in connection herewith to the Company shall be mailed by first-class certified
or registered mail, postage prepaid, to the Company at its principal office
set forth below. If the Company should at any time change the location of its
principal office to a place other than as set forth below, it shall give
prompt written notice to the Registered Holder of this Warrant and thereafter
all references in this Warrant to the location of its principal office at the
particular time shall be as so specified in such notice.

11. No Rights as Stockholder. Until the exercise of this Warrant,
the Registered Holder of this Warrant shall not have or exercise any rights by
virtue hereof as a stockholder of the Company.

12. Change or Waiver. Any term of this Warrant may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of the change or waiver is sought.

13. Headings. The headings in this Warrant are for purposes of
reference only and shall not limit or otherwise affect the meaning of any
provision of this Warrant.



14. Governing Law. This Warrant will be governed by and construed
in accordance with the laws of the State of New Jersey.


EMCORE CORPORATION, a New
Jersey Corporation

By:
Norman E. Schumaker
Chief Executive Officer

[Corporate Seal]

ATTEST:







EXHIBIT I



PURCHASE FORM

To: Dated:


The undersigned, pursuant to the provisions set forth in the
attached Warrant (No. ), hereby irrevocably elects to purchase shares
of the Class III Preferred Stock covered by such Warrant and herewith makes
payment of $________________________, representing the full purchase price for
such shares at the price per share provided for in such Warrant.

Signature:

Address:






EXHIBIT II


ASSIGNMENT FORM

FOR VALUE RECEIVED, hereby sells, assigns
and transfers all of the rights of the undersigned under the attached Warrant
(No. ) with respect to the number of shares of Class III Preferred Stock
covered thereby set forth below, unto:

Name of Assignee Address No. of Shares






Dated:

Signature:



Dated:

Witness: