HAKUTO DISTRIBUTORSHIP AGREEMENT

Exhibit 10.4


DISTRIBUTORSHIP AGREEMENT

This Agreement, made and entered into this 12th day of July, 1995,
by and between EMCORE CORPORATION, a corporation duly organized and existing
under the laws of New Jersey having its principal place of business at 35
Elizabeth Avenue, Somerset, New Jersey 08873 (hereinafter referred to as
"EMCORE") and HAKUTO CO., LTD., a corporation duly organized and existing
under the laws of Japan, having its principal place of business at 1-13,
Shinjuku, I-Chome, Shinjuku-Ku, Tokyo 160, Japan (hereinafter referred to as
"Hakuto"),


W I T N E S S E T H


WHEREAS, EMCORE is engaged in the business of manufacturing
technical equipment including the Products hereinafter defined, and
WHEREAS, Hakuto is engaged in the business of selling and marketing
merchandise throughout the world, including technical equipment, and
WHEREAS, the parties heretofore entered into an agreement dated
August 1, 1989 in accordance with which Hakuto distributed the Products in
defined markets, and the parties desire to revise the terms of said agreement
in accordance with which revised terms Hakuto will continue to serve as
Emcore's distributor;


NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, EMCORE and Hakuto do hereby agree to the terms
and conditions set forth below.
1. Definitions. As used in this Agreement, the following terms
shall have the following meanings:
"Product" or "Products" shall mean any or all products listed on
Exhibit A attached hereto and made a part hereof. EMCORE shall have the right
to modify, improve, or discontinue any or all of the Products in its sole
discretion, provided that EMCORE shall give Hakuto not less than ninety (90)
days' notice prior to the discontinuance or major modification of any Product.
In the event EMCORE manufactures any new MOCVD deposition systems or MOCVD
deposition equipment similar or related to the Products, EMCORE shall give
Hakuto notice of such new products and the same shall be deemed added to
Exhibit A hereto by reference.
"Territory" shall mean specifically Japan, Taiwan, Hong Kong, the
Republic of China, Singapore, Malaysia, and Thailand but expressly excluding
Korea.
2. Appointment and Acceptance. (a) EMCORE hereby appoints Hakuto
as the sole and exclusive distributor of the Products in the Territory and
Hakuto accepts such appointment, all in accordance with the terms and
conditions set forth in this Agreement. All inquiries and/or orders received
by EMCORE from customers or potential customers within the Territory or for
delivery of Products in the Territory shall be referred to Hakuto for



disposition.
(b) Hakuto shall exert its best efforts to attain and sustain
maximum sales of Products in the Territory. Specifically and not in
limitation hereof, if Emcore, based on its independent market research,
believes that certain of the Products should be targeted to specific customers
in the Territory, Emcore shall convey its findings to Hakuto forthwith,
whereupon Hakuto shall promptly exert its full and best efforts to address
these markets and will confer with EMCORE on best marketing strategies to
promote sales of the Product, and otherwise fully coordinate its sales efforts
with Emcore. Hakuto shall not market, distribute, sell or advertise for sale
within the Territory any product that is competitive with the Products.
(c) The relationship between EMCORE and Hakuto shall not be that of
a principal and agent, but shall be that of a seller and purchaser, each
acting as an independent contractor. Hakuto shall have no right or authority
to incur, assume or create, in writing or otherwise, any warranty, liability
or obligation of any kind, express or implied, in the name of or on behalf of
EMCORE.
(d) Hakuto shall not appoint any sub-distributor or sub-agent to
perform any of its obligations under this Agreement without the prior written
consent of EMCORE. Nothing herein, however, shall prohibit Hakuto from
assigning certain parts of the Territory to its subsidiaries and affiliates,
including specifically S&T Enterprises Ltd.
(e) Notwithstanding the exclusive sales rights granted to Hakuto,
Emcore may at its own expense and from time to time dispatch to the Territory
its personnel to engage in market research, Product promotion, and other
marketing activities, provided that all such activities shall at all times be
coordinated with Hakuto, conducted with full disclosure to and knowledge of
Hakuto, and provided further that any potential sale of any Product resulting
from such activities of Emcore shall be referred to and channeled through
Hakuto.
3. Orders. (a) Systems. Hakuto may submit to EMCORE from time
to time requests for quotations with respect to any system included as
Products under this Agreement ("Systems"). Each such request for quotation
shall identify Hakuto's prospective customer and shall set forth detailed
specifications for the System required, including all optional features.
EMCORE may respond to any such request by submitting a quotation on EMCORE's
standard form setting forth the sales price to Hakuto for such System. All
prices quoted by EMCORE shall be F.O.B. EMCORE's plant in Somerset, New
Jersey. At Hakuto's specific request, EMCORE will include in its quotation:
(i) a firm price for EMCORE's installation or assistance in installing the
System, and/or (ii) a firm price for EMCORE's assistance in the start-up of
the System and a demonstration of basic material specifications, provided
that, in each case, such request contains sufficiently detailed information
regarding the nature of the installation or assistance required or the
material specifications to be demonstrated. The terms and conditions on
quotations issued by EMCORE shall be binding upon the parties hereto, provided
that, in the event any terms contained in a quotation are inconsistent with
the terms of this Agreement, the terms of this Agreement shall govern unless
the parties shall have agreed in writing that such inconsistent terms shall
supersede the provisions of this Agreement.
(b) Spare Parts. Hakuto may submit to EMCORE from time to time
purchase orders with respect to spare parts or components included as Products
under this Agreement ("Spare Parts"), setting forth the quantity and desired
delivery date of such Spare Parts. To be effective, any such purchase order
must be accepted in writing by EMCORE at its plant in Somerset, New Jersey.
(c) Other Terms. The terms and conditions on purchase orders
issued by Hakuto shall be deemed to be a part of this Agreement as a
supplement hereto, provided that any provision in such purchase order which is
inconsistent with or contrary to the provisions of this Agreement shall be



deemed to be deleted from the purchase order and of no force or effect unless
the parties shall have specifically agreed in writing that said provision in
the purchase order is intended to supersede the inconsistent provision of this
Agreement, in which case the provisions of the purchase order shall prevail.
4. Prices and Terms of Payment. (a) The price for any Product
sold by EMCORE to Hakuto shall be the price set forth in EMCORE's quotation,
which price shall be valid for not less than ninety (90) days (unless
otherwise specified in writing by EMCORE). The price for any Spare Part sold
by EMCORE to Hakuto shall be the price for such Spare Part set forth on
EMCORE's standard price list in effect on the date of shipment, less twenty
percent (20%). EMCORE reserves the right to change its Spare Parts price list
from time to time upon not less than ninety (90) days prior written notice to
Hakuto. All prices will be F.O.B. EMCORE's plant in Somerset, New Jersey.
(b) Hakuto shall pay for each Product or System purchased under
this Agreement as follows:
(i) thirty percent (30%) of the approved purchase order price (or
the price set forth in a letter of intent to purchase a Product issued by
Hakuto preliminary to the issuance of its purchase order in customary
form)
(A) not later than 180 days prior to the scheduled delivery
date of the Product or
(B) within 30 days after issuance of Hakuto's purchase order
or Hakuto's letter of intent if delivery of the Product is scheduled
therein sooner than 180 days after the date of the purchase order or
letter of intent.
Any payment accompanying a letter of intent shall be refundable to Hakuto
in the event that the anticipated purchase order is not issued by reason
of the customer's change of plans or other business decision; and
(ii) seventy percent (70%) of the approved purchase order price
within 30 days after shipment of the Product by Emcore and delivery of a
bill of a lading evidencing such shipment.
(c) Hakuto shall pay for all Spare Parts purchased under this
Agreement, by making payment in full to EMCORE within thirty (30) days after
shipment.
(d) All payments for Products shall be in U.S. dollars, and shall
be made without adjustment for any currency exchange or conversion rate
changes, and without deduction for any taxes at any time levied by any govern-
mental authority.
5. Shipment. (a) All Products shall be shipped via carrier
designated in the purchase order, F.O.B. EMCORE's plant in Somerset, New
Jersey. Hakuto shall bear and pay for all taxes of any nature imposed by any
taxing authority after delivery to the carrier at the F.O.B. point. Hakuto
shall also bear and pay for all charges for freight, shipping, consular fees,
customs duties, and all costs and expenses incurred after delivery of the
Products to the carrier at the F.O.B. point. Hakuto shall bear all risk of
loss or damage to the Products after delivery to the carrier at the F.O.B.
point.
(b) Shipping dates, even when accepted by EMCORE, shall be
understood only as best estimates. EMCORE shall attempt to respect all
shipping dates, but shall not be liable to Hakuto for damages ensuing from any
delay in shipment or delivery, however caused, except as otherwise expressly
agreed by EMCORE in writing on a case-by-case basis.
(c) EMCORE shall not be liable for any shortage or for any defect
in the Products discoverable by visual inspection with respect to any shipment
unless Hakuto notifies EMCORE in writing of the shortage or defect, prior to
the earlier to occur of: (i) the expiration of sixty (60) days after receipt
of such shipment by Hakuto, or (ii) the expiration of twenty (20) days after
receipt of such shipment by Hakuto's customer. Upon receipt of such notice,
together with evidence that such shortage or defect exists, EMCORE reserves



the right, at its election, to replace Products found to be defective or short
in quantity, to issue a credit to Hakuto for the prorated invoice amount
relating to such shortage or defect, or to repair Products found to be
defective, all such remedial action to be taken by Emcore promptly without
material adverse effect upon Hakuto's customer.
6. Installation and Service. (a) Except as set forth below with
respect to warranty service, and except as otherwise expressly provided in
quotations issued by EMCORE, Hakuto shall be responsible at its own expense
for the installation and service of all Products purchased under this
Agreement. Hakuto shall maintain trained personnel and shall purchase and
maintain an inventory of Spare Parts sufficient in volume and assortment to
promptly and efficiently perform necessary installation and service functions
for all Products in the Territory. Hakuto shall give due consideration to
EMCORE's suggested minimum inventories for various Spare Parts.
(b) EMCORE shall make certain personnel available to assist Hakuto
in initial installation of the Products at the customer's facility as well as
in servicing the Products after installation until such time as Hakuto
personnel are fully trained and are capable, in EMCORE's reasonable judgment,
to perform such functions. The costs of initial installation shall be borne
by Emcore (i.e., included in the sale price of the Product) unless other fee
arrangements are agreed between Emcore and Hakuto on a specific matter.
Hakuto shall pay Emcore for post-installation servicing at the rate of $1,000
per person per day for field service engineers and $1,500 per person per day
for material process engineers, plus travel and living expenses. Said
reimbursement rates are based on the U.S. Consumer Price Index in effect on
the effective date of the Agreement and shall be subject to adjustment on an
annual basis to conform to any increase or decrease in said U.S. Consumer
Price Index as of each anniversary date of the Agreement.
7. Warranty and Insurance. (a) Material and Workmanship.
Subject to the disclaimers, limitations and exclusions set forth below, EMCORE
warrants to Hakuto and to the end user customer of Products that the Products
shall be free from defects in material and workmanship. This warranty shall
become effective upon completion of installation of the Product at the end
user's facility and acceptance of the Product by the customer but in no event
later than ninety (90) days after title passes from EMCORE to Hakuto, and
shall extend for a period of one year thereafter Hakuto shall notify EMCORE
from time to time of the installation completion and customer acceptance date
of the Products. With respect to any non-conforming Products as to which
EMCORE shall have received notification of such non-conformance within twenty
(20) days after discovery of same, EMCORE shall at its election repair the
same or provide a replacement Product at no cost to Hakuto or the end user.
In no event shall EMCORE be liable for the cost of any labor or transportation
charges incurred in the repair or replacement of any non-conforming Product,
other than (i) labor costs incurred by EMCORE for Product repairs performed in
the United States, (ii) cost of transportation incurred by EMCORE in the
United States, and (iii) upon EMCORE's express written instructions only,
costs of transportation by Hakuto to EMCORE of Products to be repaired by
EMCORE, in the United States.
(b) Warranty as to Specifications. EMCORE warrants that the
Products shall conform to the published specifications of EMCORE or the
specifications of an end user customer approved and accepted by EMCORE. With
respect to any non-conforming Product under this warranty, EMCORE shall
perform all necessary re-engineering, rework or other procedures necessary to
conform the Product to the agreed specifications. Specifically, EMCORE shall
be responsible for labor, travel and living costs of EMCORE personnel whether
incurred in the United States or in Japan.
(c) Exclusions and Disclaimer. EMCORE's warranties set forth in
paragraphs 7(a) and (b) above do not apply to expendable items, including
those items listed in Exhibit B attached hereto. Also excluded from EMCORE's



foregoing warranties are any components identified by EMCORE to Hakuto as
being the subject of manufacturers' or licensors' warranties, which warranties
shall be deemed assigned to Hakuto at the time title to the goods passes to
Hakuto. With respect to all such components, Hakuto's remedy shall be limited
to the warranty and remedy provided by the manufacturer or the licensor of
said components, and EMCORE's liability obligation shall be limited to the
exercise of its best efforts to assist Hakuto in obtaining the benefit of such
manufacturer's or licensor's warranties.
THE FOREGOING IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES,
EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AND SHALL CONSTITUTE THE SOLE REMEDY OF
HAKUTO AND LIABILITY OF EMCORE WITH RESPECT TO ANY PRODUCTS DELIVERED PURSUANT
TO THIS AGREEMENT. IN NO EVENT SHALL EMCORE BE LIABLE FOR DAMAGES OF ANY KIND
OR NATURE RESULTING FROM IMPROPER OR NEGLIGENT USE OR OPERATION OF PRODUCTS,
IMPROPER PREVENTATIVE MAINTENANCE, MODIFICATIONS FROM THE ORIGINAL SYSTEM
CONFIGURATION OR REPAIR BY PERSONNEL OTHER THAN THOSE IN THE EMPLOY OF EMCORE,
OR THOSE IN THE EMPLOY OF HAKUTO WHO HAVE BEEN TRAINED AND APPROVED BY EMCORE.
IN NO EVENT SHALL EMCORE BE LIABLE FOR CONSEQUENTIAL DAMAGES, ANTICIPATED OR
LOST PROFITS, INCIDENTAL DAMAGES OR LOSS OF TIME OR OTHER LOSSES OR EXPENSES
INCURRED BY HAKUTO OR ANY END USER CUSTOMER, DIRECTLY OR INDIRECTLY, IN
CONNECTION WITH THE SALE, HANDLING OR USE OF THE PRODUCTS COVERED BY EMCORE'S
WARRANTY.
(d) EMCORE shall be responsible for supplying all Spare Parts
necessary to satisfy EMCORE's obligations under the foregoing warranties, and
Hakuto shall be responsible for supplying all installation or service relating
to the warranty program except as otherwise provided in paragraph 7(b) with
respect to specification non-conformance. In order to facilitate this
program, EMCORE agrees to maintain with Hakuto, at such location in the
Territory as Hakuto may designate, a consignment inventory of Spare Parts (the
"Consignment Inventory") determined by EMCORE to be reasonably necessary for
the prompt and efficient delivery of warranty service. Hakuto agrees to
provide to EMCORE periodic reports setting forth (i) with respect to all
warranty claims made during such month, the identity of the end user, the
nature of the claim, the service provided and the Spare Parts used, if any, in
providing such service and (ii) the current levels of all Spare Parts
comprising the Consignment Inventory.
(e) Each party shall maintain in force policies of products
liability insurance with respect to the Products in an amount not less than $2
million, each of which shall name the other party as an additional insured.
Each party shall furnish the other satisfactory evidence of such insurance
coverage.
8. Obligations of Hakuto. (a) In addition to and not in
limitation of any other obligations of Hakuto under this Agreement, Hakuto
shall, at its own expense unless otherwise expressly provided herein:
(i) Exert its best efforts to vigorously promote the sale of the
Products in the Territory and to develop a market demand for the Products
in the Territory.
(ii) Advertise the Products throughout the Territory in appropriate
advertising media and in a manner insuring proper and adequate publicity
for the Products. EMCORE shall review and approve all advertising prior
to release by Hakuto.
(iii) Prepare for EMCORE's review and approval, and update not less
than quarterly, a detailed marketing plan for the sale of the Products in
the Territory.
(iv) Establish and maintain within the Territory adequate business
locations, including suitable facilities for the display, care and
storage of the Products and shall provide adequate insurance against
loss.
(v) Maintain within the Territory an inventory of Spare Parts (in



addition to the Consignment Inventory) sufficient to meet expected
demands for service and upgrading of the Products in the Territory.
(vi) Maintain a trained technical sales force and sufficient other
personnel qualified to promote, install and service the Products in the
Territory and send appropriate personnel to Emcore for one week training
on an annual basis.
(vii) Offer the Products for sale (including all advertising and
promotional activities) under the EMCORE trademark as manufacturer and
Hakuto's trademark as distributor.
(viii) Assume full responsibility for the installation of the
Products, and the warranty and post-warranty service and maintenance of
the Products, in the Territory.
(ix) Translate and prepare promotional and technical literature for
use in the Territory.
(x) Obtain all import and regulatory approvals necessary for the
promotion and sale of the Products in the Territory, supply EMCORE with
necessary customer import certificates, and otherwise advise and assist
EMCORE in complying with U.S. regulations and with regulations and
customs applicable in the Territory.
(xi) Provide EMCORE with periodic reports (but not less often than
quarterly) in form and substance satisfactory to EMCORE, setting forth
detailed information for such period regarding sales, quotations,
promotional efforts made, advertising, resale prices, competitors,
activities in the Territory, installation and service activities
performed, customer complaints, business trends and any other information
likely to assist EMCORE in evaluating the performance of Hakuto in the
Territory.
(xii) Establish and maintain complete and accurate records of all
sales and service of the Products in the Territory.
(xiii) Refrain, without EMCORE's prior written consent, from seeking
customers outside the Territory or from promoting the sale of the
Products outside the Territory.
(xiv) Refrain from purchasing or soliciting orders for goods which
compete in any way with the Product.
(b) Hakuto will purchase during each of the first two Contract
Years not less than $3,100,000 of Products (said sum being based upon average
annual purchases made by Hakuto during the five year period from October 1990
through September 1995). For each succeeding Contract Year of the Agreement,
Hakuto and Emcore shall mutually agree on a minimum purchase amount for each
such year prior to commencement of such Contract Year.
In computing the value of the minimum purchase amount for each
Contract Year, there shall be included the value of all Products shipped
during said Contract Year, the value of orders issued by Hakuto though not
shipped by Emcore during the Contract Year, and the value of orders procured
by Hakuto but cancelled by Hakuto's customer by reason of Emcore's inability
to perfect delivery of the Product within six months from date of the order.
The value of all of the foregoing orders which exceeds the minimum purchase
commitment for any Contract Year shall be credited to Hakuto's minimum
purchase commitment for the subsequent Contract Year. "Contract year" shall
mean the twelve month period commencing on the date of this Agreement and each
twelve month period thereafter during the term of this Agreement or any
renewal term thereafter.
9. Trademark and Patent Rights. (a) Exhibit C attached hereto
and made a part hereof identifies all trademarks and patents which have
already been registered by EMCORE in the Territory or in which EMCORE
otherwise claims a proprietary interest (the "Intellectual Property"). Hakuto
is hereby granted the license and privilege to use the Intellectual Property
during the term of this Agreement in furtherance of the objectives of this
Agreement. Hakuto shall not have the right to sublicense the Intellectual



Property or otherwise permit its use by third parties.
(b) Hakuto shall advise EMCORE from time to time of any additional
filings, registrations or other actions that may be necessary or desirable for
the protection of EMCORE's patent or trademark rights in the Territory. Upon
EMCORE's request, Hakuto will assist EMCORE in connection with the issuance or
registration of any new EMCORE patents or trademarks in the Territory.
(c) Hakuto shall at all times respect and protect EMCORE's rights
of total ownership of the Intellectual Property in the Territory. Hakuto
shall promptly notify EMCORE of any infringements of such rights of which it
has notice and shall assist EMCORE in taking such action against such
infringement as EMCORE may elect.
(d) Upon termination of this Agreement for any reason, Hakuto shall
promptly relinquish to EMCORE any rights to the use of the Intellectual
Property and shall thereafter refrain from using same.
10. Confidentiality. Hakuto agrees to use its best efforts to hold
in strict confidence and not to disclose to others or use, either before or
after termination of this Agreement, any technical or business information,
manufacturing technique, process, experimental work, trade secret or other
confidential matter relating to the Products or EMCORE's business, except to
the extent necessary to further the objectives of this Agreement. Hakuto
shall, upon request (and upon termination of this Agreement without request),
deliver to EMCORE any and all drawings, notes, documents and materials
received from EMCORE.
11. Assignment. Neither party shall assign, transfer or otherwise
dispose of this Agreement or any of its rights or obligations hereunder in
whole or in part to any individual, firm or corporation without the prior
written consent of the other party, and any attempted assignment in violation
of this provision shall be null and void.
12. Term and Termination. (a) This Agreement shall take effect on
the date set forth on the first page hereof and shall remain in effect for a
period of seven (7) years thereafter unless earlier terminated in accordance
with the terms hereof. This Agreement may be terminated by either Party upon
the expiration of the seven-year period by giving six (6) months prior written
notice to the other party of its intent not to extend the Agreement for
further periods. Unless such notice of intent to terminate is given, this
Agreement shall continue to remain in effect after the initial seven-year
period for further consecutive periods of one year each, subject, however, to
the right of either party to terminate the Agreement at any time by giving six
(6) months prior written notice to the other party of its intent to terminate.
(b) In addition to the provisions of Section 12(a) above, either
party may terminate this Agreement as follows:
(i) Immediately and without prior written notice to the other
party in the event that proceedings in bankruptcy or insolvency are
instituted by or against the other party, or a receiver is appointed or
any substantial part of the assets of the other party is the subject of
attachment, sequestration or other similar proceeding, and such
proceeding is not vacated, terminated or stayed within 60 days after its
commencement or institution; or
(ii) Immediately upon the occurrence of a default by the other
party in the performance of its obligations under this Agreement, which
default is not cured within 30 days after receipt by such party of
written notice of the default; or
(iii) Immediately if either party is unable to obtain or renew any
permit, license, or other governmental approval necessary to such party's
performance under this Agreement; or
(iv) Upon thirty (30) days prior written notice to the other party
of intent to terminate if the parties are unable to agree upon the terms
and conditions of conversion or modification of that certain Senior
Secured Note Purchase and Security Agreement dated as of June 2, 1993,



now in effect between the parties.
(c) EMCORE reserves the right to terminate this Agreement by giving
Hakuto six (6) months prior written notice of intent to terminate in the event
Hakuto fails to purchase for delivery not less than $3,100,000 of Products
during each of the first two (2) years of this Agreement.
13. Consequences Upon Termination. Upon expiration or termination
of this Agreement for any reason:
(a) EMCORE shall repurchase Hakuto's inventory of new and unused
Spare Parts at EMCORE's then effective list price for such Spare Parts or
Hakuto's cost therefor, whichever is lower. Hakuto shall deliver such Spare
Parts, together with the Consignment Inventory, at EMCORE's expense, to EMCORE
at such location, in such manner and at such time as EMCORE may direct.
(b) Hakuto shall return to EMCORE all proprietary information and
all sales and technical literature relating to the Product, and Hakuto shall
deliver to EMCORE Hakuto's list of all customers and prospective customers for
the Products in the Territory, including names, addresses, telephone numbers
and contact persons.
(c) Hakuto shall cease marketing the Products and using EMCORE's
name and trademarks in the Territory, provided that all orders for Products
accepted by EMCORE prior to expiration or termination of this Agreement shall
be completed in accordance with their terms. Hakuto shall thereafter refer to
EMCORE any and all inquiries, orders, correspondence and the like, whether in
written or oral form pertaining to Products in the Territory.
(d) EMCORE shall assume, commencing immediately upon termination of
this Agreement, full responsibility for providing warranty service and post-
warranty servicing of the Products to all customers theretofore serviced by
Hakuto, and EMCORE shall hold Hakuto free and harmless from all such
obligations.
(e) EMCORE shall pay to Hakuto a commission equal to five percent
(5%) of the purchase price of any System for which EMCORE issued a formal
quotation prior to the expiration or termination of this Agreement, if and to
the extent such System is sold in the Territory on substantially the same
terms contained in such quotation and payment in full for such System is
received by EMCORE within twelve (12) months after such expiration or
termination.
(f) Provided that termination of this Agreement did not result by
reason of the breach of or default under this Agreement by either party,
neither party to this Agreement shall claim from the other party any
indemnity, reimbursement, compensation or damages for alleged loss of
clientele, good will, profits or anticipated sales or on account of
expenditures, investments, leases or other commitments arising from the
expiration or termination of this Agreement, each party acknowledging that it
has made all decisions and investments in full awareness of the possibility of
losses or damages arising from the expiration or termination of this
Agreement.
14. Miscellaneous. (a) Notices. All notices and other
communications in connection with this Agreement shall be in writing, shall be
sent to the respective parties at the following addresses, or to such other
addresses as may be designated by the parties in writing from time to time, by
registered or certified mail, telegram, telecopy or recognized overnight
delivery service, and shall be effective upon receipt:
TO EMCORE: EMCORE Corporation
35 Elizabeth Avenue
Somerset, New Jersey 08873
Attention: Tom Werthan
Telephone: 908-271-9090
Fax: 908-271-9686

TO HAKUTO: Hakuto Co., Ltd.



1-13 Shinjuku
I-Chome, Shinjuki-Ku
Tokyo 160, Japan
Attention: T. Yamawaki
Telephone: 3-3225-8910
Fax: 3-3225-9007
WITH COPY TO: Masuda, Funai, Eifert & Mitchell, Ltd. One East Wacker
Drive, Suite 3200
Chicago, Illinois 60601-1802
Attention: Thomas P. McMenamin
Telephone: 312-245-7500
Fax: 312-245-7467

(b) No Waiver. Any failure by any party hereto to enforce at any
time any term or condition under this Agreement shall not be considered a
waiver of that party's right thereafter to enforce each and every term and
condition of this Agreement.
(c) Governing Law; Arbitration. This Agreement is made and shall
be construed according to the laws of the State of New Jersey, USA. All
disputes, controversies, or differences which may arise between the parties,
out of or in relation to or in connection with this contract, or the breach
thereof, shall be finally settled by arbitration pursuant to the Japan-
American Trade Arbitration Agreement, of September 16, 1952, by which each
party hereto is bound. The arbitration proceeding shall be held in Somerset
County, New Jersey, if Hakuto seeks arbitration and in Tokyo, Japan, if Emcore
institutes such proceeding. Each party shall bear its own costs incurred in
such arbitration proceeding.
(d) Modification. This Agreement may be modified, amended or
revised only by a written instrument duly executed by the parties hereto.
(e) Compliance with Laws. Hakuto in the conduct of its business
under this Agreement shall comply with the applicable laws, regulations,
orders and the like prevailing in the Territory and shall hold EMCORE harmless
from any claim, liability, cost or expense arising out of a violation thereof.
(f) Entire Agreement. This Agreement, the exhibits and duly
executed addenda thereto, and all approved purchase orders issued pursuant
hereto shall contain the entire and only agreement between the parties
relating to the subject matter hereof, and any representations, terms or
conditions relating thereto but not incorporated herein shall not be binding
upon either party. This Agreement wholly cancels, voids, and supersedes any
agreement heretofore entered into between the parties with respect to the
subject matter hereof, except as otherwise expressly provided herein.
(g) Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions or affecting
the validity or enforceability of any provision in any other jurisdiction.
(h) Successors and Assigns. Subject to Section 11 hereof, all
terms and provisions of this Agreement shall be binding upon and inure to the
benefit of the parties and their respective transferees, successors and
assigns.
(i) Execution. This Agreement may be executed by duly authorized
officers of the respective parties hereto in any number of counterparts, each
of which shall be deemed the original. This Agreement may be translated into
any other language and such translation may be initialed, but only this
Agreement in the English language shall be deemed the original. If any
conflict exists between the English language and the translation, the English
language version shall control.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the day and year first above written.

EMCORE CORPORATION


By /s/ Norman E. Schumaker

Title: Chief Executive Officer


HAKUTO CO., LTD.



By

Title: President





Exhibit A


PRODUCTS
[Paragraph 1(a)]


Explorer GS/3100 with glove box (no load lock) and limited options

Discovery 75 GS/3100
Discovery 125 GS/3200
Discovery 180 GS/3300

Enterprise 200 GS/3300 with new Enterprise engineering (not yet
available)
Enterprise 300 Enterprise (GS/4400)
Enterprise 400 GS/9400




Exhibit B

Consumable Items

Not Covered Under Warranty
[Paragraph 7(c)]

(Subject to revision by Emcore)

1. Pump Fluids - (krytox, mechanical pump fluid)
2. Oil Coalescing Filter Element
3. Oil Backstreaming Filter Element
4. Oil Recirculation Filter Element
5. Graphite Heater Filament
6. Loadlock Heater Bulbs
7. Copper Gaskets
8. Nickel Gaskets
9. Viton-rings VCR Filter Gaskets
10. PD Cell Membrane
11. Reactor Parts:
a. Moly Electrodes
b. Moly Standoff Nuts
c. Moly Screws
d. Vented Screws
e. Laser Drilled Quartz Plate
12. TGA (Activated Carbon)
13. MDA Tape
14. MDA Thermal Print Paper
15. Motor Drive Belt
16. Needle Valve Belt
17. Computer Disks
18. Fuses
19. Loadlock Operation Fluid
20. Stainless Steel Filter Medium
21. Fluorescent Light Bulbs
22. Clean Air Filters
23. Miscellaneous Hardware




Exhibit C


Patents:
Modular Gas Handling Apparatus
Gas Treatment Apparatus and Method
Gas Dispersion Device


Trade Mark:

EMCORE