ESCROW AGREEMENT

ESCROW AGREEMENT


This Escrow Agreement (this "Agreement") is entered into as
of December 5, 1997, by and among Emcore Corporation, a New Jersey
corporation ("Emcore"), the stockholders of MicroOptical Devices, Inc., a
Delaware corporation ("MODE"), identified on Schedule I hereto (collectively,
the "Principal MODE Stockholders") and First Union National Bank (the "Escrow
Agent"). Emcore and the Principal MODE Stockholders are sometimes referred to
herein as the "Interested Parties."

WHEREAS, Emcore, EMKR Acquisition Corporation, a Delaware
corporation ("Acquisition Subsidiary"), MODE and the Principal MODE
Stockholders have entered into an Agreement and Plan of Merger dated December
5, 1997 (the "Merger Agreement"), pursuant to which Acquisition Subsidiary
will merge with and into MODE, with MODE as the surviving corporation of the
merger; and

WHEREAS, the Merger Agreement provides that an escrow
account will be established to secure the Principal MODE Stockholders'
indemnification obligations to the Indemnified Persons (as defined in Article
VII the Merger Agreement) under the Merger Agreement on the terms and
conditions set forth herein; and

WHEREAS, the parties hereto desire to establish the terms
and conditions pursuant to which such escrow account will be established and
maintained;

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Defined Terms. Capitalized terms used in this Agreement
and not otherwise defined shall have the meanings given them in the Merger
Agreement.

2. Escrow Committee. The Principal MODE Stockholders will
act as the escrow committee (the "Escrow Committee"), with full power and
authority, to act as their attorney-in-fact on behalf of such Principal MODE
Stockholders to contest, settle, compromise or otherwise dispose of any claim
made by any Indemnified Person in accordance with Article VII of the Merger
Agreement and the terms hereof, including without limitation to make, execute,
acknowledge and deliver all stock certificates and powers, waivers, receipts,
notices, instructions, certificates and other documents in connection with the
foregoing. No further documentation shall be required to evidence such
appointment, and such power of attorney shall be coupled with an interest,
thereby confirming such appointment as irrevocable. The Escrow Committee shall
be empowered to act on behalf of the Principal MODE Stockholders with respect
to all matters arising under Article VII of the Merger Agreement and the terms
hereof. If any member of the Escrow Committee shall die, become disabled or
otherwise be unable or unwilling to fulfill his responsibilities hereunder,
the remaining members of the Escrow Committee shall select a







replacement member. Such remaining members of the Escrow Committee shall
notify Emcore and the Escrow Agent in writing of any change in the composition
of the Escrow Committee.

3. Consent of Principal MODE Stockholders. Pursuant to the
Merger Agreement, the Principal MODE Stockholders have consented to the
establishment of this escrow to secure the Principal MODE Stockholders'
indemnification obligations under Article VII of the Merger Agreement in the
manner set forth herein.

4. Escrow and Indemnification.

(a) Escrow of Shares. On the Closing Date, Emcore
shall deposit, on behalf of the MODE Stockholders, with the Escrow Agent a
certificate for the number of Escrow Shares specified in Section 1.5 of the
Merger Agreement, issued in the name of the Escrow Agent or its nominee. The
Escrow Agent agrees to accept delivery of the Escrow Shares and to hold the
Escrow Shares in an escrow account (the "Escrow Account"), subject to the
terms and conditions of this Agreement. The Escrow Account shall not be an
interest bearing account and none of the cash, if any, held in the Escrow
Account shall be invested.

(b) Indemnification. The Principal MODE
Stockholders have agreed in Article VII of the Merger Agreement to indemnify
and hold harmless the Indemnified Persons from and against specified Damages.
In no event shall there be any recovery by Emcore against the Escrow Shares
for any Damages in respect of which a written claim is not made by Emcore on
or prior to the applicable Termination Date (as defined in the Merger
Agreement) with respect to such claim. The Escrow Shares shall be security for
the foregoing obligations of the Principal MODE Stockholders, subject to the
limitations, and in the manner provided, in this Agreement and the Merger
Agreement.

(c) Distributions and Dividends. All dividends and
other distributions on Escrow Shares, when and if received by the Escrow
Agent, shall be remitted and paid by the Escrow Agent directly to the MODE
Stockholders in accordance with their proportionate interests and shall not be
subject to this Agreement or any indemnification claims of Emcore under this
Agreement. Additional shares of Emcore issued on or with respect to the Escrow
Shares as a result of stock splits, stock dividends or other similar capital
adjustments to, or recapitalizations on, the Escrow Shares shall be retained
in the Escrow Account subject to the terms hereof and shall constitute Escrow
Shares.

(d) Voting of Shares. All voting rights with
respect to Escrow Shares may be exercised by the MODE Stockholders in
accordance with their proportionate interests therein, and the Escrow Agent
shall from time to time execute and deliver to the MODE Stockholders such
proxies, consents, or other documents as may be necessary to enable to the
MODE Stockholders to exercise such rights. In the absence of any exercise of

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such voting rights with respect to Escrow Shares by the MODE Stockholders, the
Escrow Agent shall not vote any of the Escrow Shares.

(e) Transferability. The interest of the Principal
MODE Stockholders in the Escrow Shares and any other property comprising the
Escrow Account (collectively with the Escrow Shares, the "Escrow Property")
shall not be assignable or transferable.

5. Administration of Escrow Account for Indemnification
Claims. The Escrow Agent shall administer the Escrow Account as follows:

(a) If an Indemnified Person has incurred or
suffered Damages for which it is entitled to indemnification under Section
7.1(a) of the Merger Agreement, the Indemnified Person shall, prior to the
Termination Date with respect to a particular claim, give written notice of
such claim (a "Claim Notice") to the Escrow Committee and the Escrow Agent.
Each Claim Notice shall state the amount of Claimed Damages (the "Claimed
Amount") and the basis for such claim.

(b) Claims for indemnification involving a claim or
legal proceeding by a third party shall be made in accordance with the
procedures set forth in Article VII of the Merger Agreement and the provisions
of this Section 5. For indemnification claims not involving any claim or legal
proceeding by a third party, the procedures herein shall apply. Within 20 days
after delivery of a Claim Notice, the Escrow Committee shall provide to the
Indemnified Person, with a copy to the Escrow Agent, a written response (the
"Response Notice") in which the Escrow Committee shall: (i) agree that Escrow
Property having a Fair Market Value (as computed pursuant to Section 7 below)
equal to the full Claimed Amount may be released from the Escrow Account to
the Indemnified Person, (ii) agree that Escrow Property having a Fair Market
Value equal to part, but not all, of the Claimed Amount (the "Agreed Amount")
may be released from the Escrow Account to the Indemnified Person, or (iii)
contest that any of the Escrow Property may be released from the Escrow
Account to the Indemnified Person. The Escrow Committee may contest the
release of Escrow Property having a Fair Market Value equal to all or a
portion of the Claimed Amount only based upon a good faith belief that all or
such portion of the Claimed Amount does not constitute Damages for which the
Indemnified Person is entitled to indemnification under Article VII of the
Merger Agreement. If no Response Notice is delivered by, and received by the
Escrow Agent from, the Escrow Committee within such 20-day period, the Escrow
Committee shall be deemed to have agreed that Escrow Property having a Fair
Market Value equal to all of the Claimed Amount may be released to the
Indemnified Person from the Escrow Account.

(c) If the Escrow Committee in the Response Notice
agrees (or is deemed to have agreed) that Escrow Property having a Fair Market
Value equal to all of the Claimed Amount may be released from the Escrow
Account to the Indemnified Person, the Escrow Agent shall, promptly following
the earlier of the required delivery date for the

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Response Notice or the delivery of the Response Notice, transfer, deliver and
assign to the Indemnified Person the Escrow Property having a Fair Market
Value equal to the Claimed Amount (or such lesser amount of Escrow Property as
is then held in the Escrow Account).

(d) If the Escrow Committee in the Response Notice
agrees that Escrow Property having a Fair Market Value equal to part, but not
all, of the Claimed Amount may be released from the Escrow Account to the
Indemnified Person, the Escrow Agent shall promptly following the delivery of
the Response Notice transfer, deliver and assign to the Indemnified Person
Escrow Property having a Fair Market Value equal to the Agreed Amount (or such
lesser amount of Escrow Property as is then held in the Escrow Account).

(e) If the Escrow Committee in the Response Notice
contests the release of Escrow Property having a Fair Market Value equal to
all or part of the Claimed Amount (the "Contested Amount"), the Escrow
Committee and the Indemnified Person shall attempt promptly and in good faith
to agree upon the rights of the parties with respect to the Contested Amount.
If the Escrow Committee and the Indemnified Person should so agree, a
memorandum setting forth such agreement shall be prepared and signed by both
parties and delivered to the Escrow Agent and, if such agreement provides that
all or a portion of the Contested Amount is to be paid to the Indemnified
Person, the Escrow Agent shall transfer, assign and deliver to the Indemnified
Person from the Escrow Account an amount of Escrow Property having a Fair
Market Value equal to the amount so agreed. If no such agreement can be
reached after good faith negotiation over a period of 15 days (or such longer
period as the Indemnified Person and the Escrow Committee may mutually agree),
the matter shall be settled by binding arbitration in New York. All claims
shall be settled by a single arbitrator mutually agreeable to the Indemnified
Person and the Escrow Committee, or if they cannot agree on a single
arbitrator in 15 days, by three arbitrators, in accordance with the Commercial
Arbitration Rules then in effect of the American Arbitration Association (the
"AAA Rules"), as follows: If a single arbitrator has not been mutually agreed
upon, the Escrow Committee and the Indemnified Person shall each designate one
arbitrator within 45 days of the delivery of the Escrow Committee's Response
Notice contesting the Claimed Amount. The Escrow Committee and the Indemnified
Person shall cause such designated arbitrators mutually to agree upon and
designate a third arbitrator; provided, however, that (i) failing such
agreement within 75 days of delivery of the Escrow Committee's Response
Notice, the third arbitrator shall be appointed in accordance with the AAA
Rules, and (ii) if either the Escrow Committee or the Indemnified Person fail
to timely designate an arbitrator, the dispute shall be resolved by the one
arbitrator timely designated. The Escrow Committee on the one hand, and the
Indemnified Person, on the other hand, shall pay the fees and expenses of
their respectively designated arbitrators and shall bear equally the fees and
expenses of the third arbitrator (or of the sole arbitrator, in the event a
single arbitrator decides the matter). The Escrow Committee and the
Indemnified Person shall cause the arbitrators to decide the matter to be
arbitrated pursuant hereto within 60 days after the appointment of the last
arbitrator. The arbitrators' decision shall relate solely to whether the

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Indemnified Person is entitled to receive the Contested Amount (or a portion
thereof) pursuant to the applicable terms of the Merger Agreement and this
Agreement. The final decision of the arbitrator, or a majority of the
arbitrators in the case of three arbitrators, shall be furnished to the Escrow
Committee and the Indemnified Person in writing and shall constitute a
conclusive determination of the issue in question, binding upon the Principal
MODE Stockholders and the Indemnified Person, and shall not be contested by
any of them. Such decision may be used in a court of law only for the purpose
of seeking enforcement of the arbitrators' award. The Escrow Committee and the
Indemnified Person shall deliver a memorandum to the Escrow Agent setting
forth such arbitrators decision in accordance with the second sentence of this
paragraph.

(f) After delivery of a Response Notice that the
Claimed Amount is contested by the Escrow Committee, the Escrow Agent shall
continue to hold in the Escrow Account an amount of Escrow Property having a
Fair Market Value sufficient to cover the Contested Amount (up to the amount
of Escrow Property then available in the Escrow Account), notwithstanding the
occurrence of the Release Date (as defined in Section 6(a) below), until (i)
delivery of a copy of a settlement agreement executed by the Indemnified
Person and the Escrow Committee setting forth instructions to the Escrow Agent
as to the release of Escrow Property, if any, that shall be made with respect
to the Contested Amount or (ii) delivery of a copy of the final award of the
arbitrator, or a majority of the arbitrators in the case of three arbitrators,
and the memo referenced in the last sentence of the preceding paragraph
setting forth instructions to the Escrow Agent as to the release of Escrow
Property, if any, that shall be made with respect to the Contested Amount. The
Escrow Agent shall thereupon release Escrow Property from the Escrow Account
(up the amount of Escrow Property then available in the Escrow Account) in
accordance with such agreement or instructions.

(g) If, as a result of any third party claim or
legal proceeding subject to the indemnification procedures set forth in the
Merger Agreement, any settlement has been entered into, or any judgment
entered in favor of any third party (which is not subject to further appeal),
the Indemnified Person may give notice of the resulting Damages to the Escrow
Agent, together with a copy of the settlement or judgement and the Escrow
Agent shall, promptly following the receipt of such notice, transfer, deliver
and assign to the Indemnified Person an amount of Escrow Property having a
Fair Market Value equal to such Damages (up to the amount of Escrow Property
then available in the Escrow Account).

6. Release of Escrow Property.

(a) Promptly after receipt of a notice, jointly
executed by the Escrow Committee and Emcore, that the indemnification
obligations of the Principal MODE Stockholders pursuant to Article VII of the
Merger Agreement have terminated (the "Release Date"), the Escrow Agent shall
deliver and/or submit for transfer, delivery and assignment to

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Principal MODE Stockholders the balance of the Escrow Property then held in
escrow (the "Escrow Balance").

(b) Notwithstanding the foregoing, if on the
Release Date an Indemnified Person has previously given any Claim Notices that
have not then been resolved in accordance with Section 5 above, the Escrow
Agent shall retain in the Escrow Account an amount of the Escrow Balance
having a Fair Market Value equal to the aggregate Claimed Amount covered by
all such Claim Notices that have not then been resolved. Any Escrow Property
retained in escrow pursuant to this Section 6(b) shall be disbursed in
accordance with the terms of the resolution of the claims relating to any of
the Escrow Property retained hereunder and the balance of such Escrow Property
shall be distributed to the Principal MODE Stockholders promptly following the
resolution of all such claims.

7. Valuation of Escrow Property. For purposes of this
Agreement, the Fair Market Value of the Escrow Shares shall be $19.39 per
share (regardless of the actual trading prices for Emcore Common Stock), with
appropriate adjustment to take into account any stock split, reverse stock
split, stock dividend, recapitalization or other similar capital adjustments
with respect to Escrow Shares. The Fair Market Value of all other Escrow
Property, if any, shall be determined by the mutual agreement of Emcore and
the Escrow Committee. In the event that the Escrow Committee and Emcore can
not in good faith agree upon the Fair Market Value of such other Escrow
Property, the matter shall be settled by binding arbitration in New York
pursuant to the procedures set forth in Section 6(e) above.

8. Fees and Expenses of the Escrow Agent. Emcore hereby
agrees to pay to the Escrow Agent its reasonable fees and expenses, including
attorneys fees, travel expenses, postal and delivery charges, and all other
out-of-pocket expenses, in accepting and performing its appointment as escrow
agent hereunder.

9. General Terms and Standards Regarding the Escrow Agent.

Notwithstanding any terms of this Agreement to the contrary,
each term of this Agreement, including without limitation each of the stated
duties and responsibilities of the Escrow Agent set forth herein, shall be
subject to the following terms and conditions:

(a) The duties, responsibilities and obligations of
the Escrow Agent shall be limited to those expressly set forth in this
Agreement (and the duty to exercise reasonable care in the physical
safekeeping of any property held in escrow hereunder), and no implied duties,
responsibilities or obligations shall be read into this Agreement against the
Escrow Agent. Without limiting the generality of the foregoing, the Escrow
Agent shall have no duty to take action to preserve or exercise rights in any
property held by it hereunder (including, without limitation, against prior
parties or otherwise).


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(b) The Escrow Agent shall not be subject to, bound
by, charged with notice of or be required to comply with or interpret any
agreement or document (including without limitation the Merger Agreement)
between or among the Interested Parties (whether or not reference to any such
other agreement or documents expressed herein) other than this Agreement.

(c) The Escrow Agent shall in no instance be under
any duty to give any property held by it hereunder any greater degree of care
than it gives its own similar property. The Escrow Agent shall not be required
to invest any funds held hereunder, and shall not be obligated to pay interest
on uninvested funds. All amounts received by the Escrow Agent (and any credits
to the Escrow Account) shall be conditional upon collection (and actual
receipt by the Escrow Agent of final payment). In no event shall the Escrow
Agent have any obligation to advance funds.

(d) The Escrow Agent may rely upon, and shall be
protected in acting or refraining from acting upon, any written notice,
instruction, statement, request; waiver, order, judgment, certification,
consent, receipt or other paper or document furnished to it (not only as to
genuineness, but also as to its due execution and validity, the genuineness of
signatures appearing thereon and as to the truth and accuracy of any
information therein contained), which it in good faith believes to be genuine
and signed or presented by the proper person.

(e) Neither the Escrow Agent nor any of its
directors, officers or employees shall be liable to anyone for any error of
judgment, or for any act done or step taken or omitted to be taken by it or
any of its directors, officers or employees, or for any mistake of fact or
law, or for anything which it, or any of its directors, officers or employees,
may do or refrain from doing in connection with or in the administration of
this Agreement, unless and except to the extent the same constitutes gross
negligence, bad faith or wilful misconduct on the part of the Escrow Agent. In
no event shall the Escrow Agent be liable for any indirect, punitive, special
or consequential damages, or any amount in excess of the value of the Escrow
Property (as of the date of the action or omission giving rise to liability).

(f) The Escrow Agent may consult with, and obtain
advice from, legal counsel (including, without limitation, in-house counsel)
with respect to any question as to any of the provisions hereof or its duties
hereunder, or any matter relating hereto, and the opinion of such counsel
shall be full and complete authorization and protection in respect of any
action reasonably taken, suffered or omitted by the Escrow Agent in good faith
in accordance with the opinion and directions of such counsel. Emcore shall
promptly pay, upon demand, the reasonable fees and expenses of such counsel.

(g) The Escrow Agent shall not be deemed to have
notice of any fact, claim or demand with respect hereto unless actually known
by an officer charged with

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responsibility for administering this Agreement or unless in writing received
by the Escrow Agent and making specific reference to this Agreement.

(h) No provision of this Agreement shall require
the Escrow Agent to expend or risk its own funds, or to take any legal or
other action hereunder which might in its judgment involve it in, or require
it to incur in connection with the performance of its duties hereunder, any
expense or any financial liability unless it shall be furnished with
indemnification acceptable to it.

(i) Any permissive right of the Escrow Agent to
take any action hereunder shall not be construed as duty.

(j) All indemnifications contained in this
Agreement shall survive the resignation or removal of the Escrow Agent, and
shall survive the termination of this Agreement.

(k) The Escrow Agent is not responsible for the
recitals appearing in this Agreement. The recitals shall be deemed to be
statements of the Interested Parties to this Agreement.

(l) The Escrow Agent has no responsibility for the
sufficiency of this Agreement for any purpose. Without limiting the foregoing,
if any security interest is referred to herein, the Escrow Agent shall have no
responsibility for, and makes no representation or warranty as to, the
creation, attachment or perfection of any such security interest or the
sufficiency of this Agreement therefor.

(m) Nothing in this Agreement shall obligate the
Escrow Agent to qualify to do business or act in any jurisdiction in which it
is not presently qualified to do business, or be deemed to impose upon the
Escrow Agent the duties of a trustee. The duties of the Escrow Agent under
this Agreement are strictly ministerial in nature.

(n) In no event shall the Escrow Agent have any
liability for any failure or inability of any of the Interested Parties to
perform or observe his or its duties under the Agreement, or by reason of a
breach of this Agreement by either of the Interested Parties. In no event
shall the Escrow Agent be obligated to take any action against any of the
Interested Parties to compel performance hereunder.

(o) The Escrow Agent shall in no instance be
obligated to commence, prosecute or defend any legal proceedings in connection
herewith. The Escrow Agent shall be authorized and entitled, however, in any
instance to commence, prosecute or defend any legal proceedings in connection
herewith, including without limitation any proceeding it may deem necessary to
resolve any matter or dispute, to obtain a necessary

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declaration of rights, or to appoint a successor upon resignation (and after
failure by the Interested Parties to appoint a successor, as provided in
Section 13).

(p) Whenever the terms hereof call for any notice,
payment or other action on a day which is not a business day, such payment or
action may be taken, or such notice given, as the case may be, on the next
succeeding business day. As used herein, "business day" shall mean any day
other than a Saturday or Sunday, or any other day on which the Escrow Agent is
closed for business.

(q) In the event of any ambiguity or uncertainty
under this Agreement, or in any notice, instruction, or other communication
received by the Escrow Agent hereunder, the Escrow Agent may, in its
reasonable discretion, refrain from taking action, and may retain the Escrow
Property, until and unless it receives written instruction signed by all
Interested Parties, or a decision by a court of competent jurisdiction which
eliminates such uncertainty or ambiguity.

(r) If at any time Escrow Agent is served with any
judicial or administrative order, judgement, decree, writ or other form of
judicial administrative process which in any way relates to or affects the
Escrow Property (including but not limited to orders of attachment or
garnishment or other forms of levies or injunctions or stays relating to the
Escrow Property), Escrow Agent is authorized to comply therewith in any manner
as it or its legal counsel reasonably deems appropriate; and if the Escrow
Agent complies with any such judicial or administrative order, judgement,
decree, writ or other form of judicial or administrative process, Escrow Agent
shall not be liable to any of the parties hereto or to any other person or
entity notwithstanding that though such order, judgment, decree, writ or
process may be subsequently modified, annulled, set aside, vacated, found to
have been without proper jurisdiction, or otherwise determined to have been
without legal force or effect.

(s) The Escrow Agent shall have no liability for
the actions or omissions of any transfer agent, book-entry depository,
nominee, correspondent, subagent or subcustodian, except to the extent that
such action or omission of any transfer agent, book-entry depository, nominee,
correspondent, subagent or subcustodian was caused by the Escrow Agent's own
gross negligence, bad faith or willful misconduct.

10. Indemnification.

(a) General. Each of Emcore and the Principal MODE
Stockholders, jointly and severally, hereby covenants and agrees to indemnify
the Escrow Agent for, and to defend and hold harmless the Escrow Agent from
and against, any and every loss, liability, damage, claim, cost and expense of
any nature incurred or suffered by the Escrow Agent and arising out of or in
connection with this Agreement or the administration of this Agreement or the
performance or observance by the Escrow Agent of

9






its responsibilities or services under this Agreement (including but not
limited to reasonable attorneys fees and other costs and expenses of defending
or preparing to defend against any claim or liability), unless and except to
the extent such loss, liability, damage, cost or expense shall be caused by
the Escrow Agent's own willful misconduct, bad faith or gross negligence.

(b) Tax-Related Matters. Each of Emcore and the
Principal MODE Stockholders, jointly and severally, agree to assume any and
all obligations imposed now or hereafter by any applicable tax law with
respect to the payment of Escrow Property under this Agreement, and, without
limiting the generality of Section 9(a) above, hereby agree to indemnify and
hold the Escrow Agent harmless from and against any taxes, additions for late
payment, interest, penalties and other expenses, that may be assessed against
the Escrow Agent on any such payment or other activities under this Agreement.
Emcore and the Principal MODE Stockholders undertake to instruct the Escrow
Agent in writing with respect to the Escrow Agent's responsibility for
withholding and other taxes, assessments or other governmental charges,
certifications and governmental reporting in connection with its acting as
Escrow Agent under this Agreement. Each of Emcore and the Mode Stockholders,
jointly and severally, agrees to indemnify and hold the Escrow Agent harmless
from any liability on account of taxes, assessments or other governmental
charges, including without limitation the withholding or deduction or the
failure to withhold or deduct same, and any liability for failure to obtain
proper certifications or to properly report to governmental authorities, to
which the Escrow Agent may be or become subject in connection with or which
arises out of this Agreement, including costs and expenses (including
reasonable legal fees), interest and penalties. The Interested Parties shall
each promptly provide to Escrow Agent with appropriate IRS Forms W-9 for
taxpayer identification number certifications, or Forms W-8 for nonresident
alien certifications in connection with any payments to be made to them.

11. Termination. This Agreement shall terminate upon the
later of the Release Date or the distribution by the Escrow Agent of all of
the Escrow Account in accordance with this Agreement; provided that the
provisions of Sections 8 and 9 above shall survive such termination.

12. Notices. All notices, requests, demands, claims and
other communications hereunder shall be in writing. Any notice, request,
demand, claim, or other communication hereunder shall be deemed duly delivered
three business days after it is sent by registered or certified mail, return
receipt requested, postage prepaid, or one business day after it is sent via a
reputable nationwide overnight courier service, in each case to the intended
recipient as set forth below:


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If to Emcore: Copy to:

Emcore Corporation Brobeck, Phleger & Harrison LLP
394 Elizabeth Avenue 1633 Broadway
Somerset, NJ 08873 47th Floor
Attn: Reuben F. Richards, Jr. New York, NY 10019
Attn: Ellen B. Corenswet, Esq.
Babak Yaghmaie, Esq.


If to the Principal MODE
Stockholders: Copy to:

Robert Bryan Vinson & Elkins L.L.P.
Co-President and Founder 1001 Fannin Street
Suite 2300
Thomas Brennan Houston, TX 77002-6760
Co-President and Founder Attn: Keith R. Fullenweider, Esq.


If to the Escrow Agent:

First Union National Bank
765 Broad Street
Newark, New Jersey
Attn: Corporate Trust Administrator


Any party may give any notice, request, demand, claim or
other Communication hereunder by personal delivery or telecopy, but no such
notice, request, demand, claim or other communication shall be deemed to have
been duly given unless and until it actually is received by the party for whom
it is intended. Any party may change the address to which notices, requests,
demands, claims and other communications hereunder are to be delivered by
giving the other parties notice in the manner herein set forth. Copies of any
notice, request, demand, claim or other communication hereunder by personal
delivery or telecopy given to the Escrow Agent by either party, shall be
delivered to the other party as soon thereafter as practicable.

13. Successor Escrow Agent. In the event the Escrow Agent
becomes unavailable or unwilling to continue in its capacity herewith, the
Escrow Agent may resign and be discharged from its duties or obligations
hereunder by delivering a resignation to the parties to this Agreement, not
less than 60 days prior to the date when such resignation shall take effect.
Emcore may appoint a successor Escrow Agent without the consent of the
Principal MODE Stockholders so long as such successor is a bank with assets of
at least

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$100 million, and may appoint any other successor Escrow Agent with the
consent of the Principal MODE Stockholders, which shall not be unreasonably
withheld. If, within such notice period, Emcore provides to the Escrow Agent
written instructions with respect to the appointment of a successor Escrow
Agent and directions for the transfer of any Escrow Property then held by the
Escrow Agent to such successor, the Escrow Agent shall act in accordance with
such instructions and promptly transfer such Escrow Property to such
designated successor. If no successor is so appointed, the Escrow Agent may
apply to a court of competent jurisdiction for such appointment.

14. General.

(a) Governing Law, Assigns. This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
New York without regard to conflict-of-law principles and shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.

(b) Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

(c) Entire Agreement. This Agreement constitutes
the entire understanding and agreement of the parties with respect to the
subject matter of this Agreement and Supersedes all prior agreements or
understandings, written or oral, between the parties with respect to the
subject matter hereof.

(d) Waivers. No waiver by any party hereto of any
condition or of any breach of any provision of this Escrow Agreement shall be
effective unless in writing. No waiver by any party of any such condition or
breach, in any one instance, shall be deemed to be a further or continuing
waiver of any such condition or breach or a waiver of any other condition or
breach of any other provision contained herein.

(e) Amendment. This Agreement may be amended only
with the written consent of Emcore, the Escrow Agent and the Escrow Committee.


[SIGNATURES ARE ON THE FOLLOWING PAGE]


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IN WITNESS WHEREOF, the parties have duly executed this
Escrow Agreement as of the day and year first above written.


EMCORE CORPORATION


By:/s/ Reuben F. Richards, Jr.
------------------------------------
Reuben F. Richards, Jr., President



PRINCIPAL MODE STOCKHOLDERS:


/s/ Principal Mode Stockholders
---------------------------------------




FIRST UNION NATIONAL BANK,
AS ESCROW AGENT:


/s/ First Union National Bank
-------------------------------




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