PROMISSORY NOTE DATED 04/29/99

Exhibit 10.14

AMENDED AND RESTATED
PROMISSORY NOTE
(REVOLVING LINE OF CREDIT)

$19,000,000.00

April 29, 1999

EMCORE CORPORATION
394 Elizabeth Avenue
Somerset, New Jersey 08873
(Hereinafter referred to as the "Borrower")

FIRST UNION NATIONAL BANK
190 River Road
Summit, New Jersey 07901
(Hereinafter referred to as the "Bank")

Borrower promises to pay to the order of Bank, in lawful money of the United
States of America, at its office indicated above or wherever else Bank may
specify, the sum of NINETEEN MILLION AND NO/100 DOLLARS ($19,000,000.00) or such
sum as may be advanced and outstanding from time to time with interest on the
unpaid principal balance at the rate and on the terms provided in this
Promissory Note (including all renewals, extensions or modifications hereof,
this "Note").

AMENDED AND RESTATED NOTE. This Note shall be deemed to replace and supercede
the $8,000,000 Promissory Note (Revolving Line of Credit) dated June 22, 1998
and the $5,000,000 Promissory Note (Revolving Line of Credit dated January 29,
1999, in each case made by Borrower and payable to the Bank (the "Prior Notes").
Accordingly, as of the date hereof, all of Borrower's obligations evidenced by
the Prior Notes shall be deemed to be evidenced by this Note and all of the
terms and conditions of the Prior Notes are amended and restated in their
entirety by the terms and conditions of this Note. It is hereby acknowledge that
the terms and conditions of this Note that pertain to Borrower's obligations
under the Prior Notes are a modification of said obligations under the Prior
Notes, and not an extinguishment, satisfaction or novation of such obligations.

SECURITY. This Note is secured by, INTER ALIA, the Unconditional Guaranty dated
the date hereof, made by Thomas J. Russell, Jr., individually and the TJR
Holding Trust (collectively, the "Note Guarantors") and by the Collateral
described in the Pledge and Assignment Agreement of even date herewith made by
the Note Guarantors in favor of the Bank (collectively, the "TJR Documents").

INTEREST RATE. Interest shall accrue on the unpaid principal balance of each
Revolving Loan (defined herein) under this Note from the date such Revolving
Loan is made available to the Borrower at the at a rate equal to one month LIBOR
plus three-quarters of one percent (3/4%) per annum ("LIBOR-BASED RATE"), as
determined by the Bank prior to the commencement of each Interest Period. The
LIBOR-Based Rate shall remain in effect, subject to the provisions hereof, for
the entire Interest Period for which it is determined. Borrower acknowledges
that the LIBOR-Based Rate is not represented or intended to be the lowest or
most favorable rate of interest offered by Bank. "LIBOR" is the rate for U.S.
dollar deposits of that many months maturity as reported on Telerate page 3750
as of 11:00 a.m., London time, on the second London business day before the
relevant Interest Period begins (or if not so reported, then as determined by
Bank from another recognized source of interbank quotation). The term "Interest
Period" means, initially, the period commencing on the date hereof and ending
April 30, 1999, and thereafter, each period commencing on the last day of the
immediately preceding Interest Period






and ending one month thereafter, but in no event after the Maturity Date;
subject, however, to the following provisions: (i) if any Interest Period would
otherwise end on a day which is not a New York business day, that Interest
Period shall be extended to the next succeeding New York business day unless the
result of such extension would be to carry such Interest Period into another
calendar month, in which event such Interest Period shall end on the immediately
preceding New York business day; and (ii) any Interest Period that begins on the
last New York business day of a calendar month (or on a day for which there is
no numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last New York business day of a calendar
month.

DEFAULT RATE. In addition to all other rights contained in this Note, if a
Default (defined herein) occurs and as long as a Default continues, (a) Borrower
shall no longer have the option to request a LIBOR-Based Rate and (b) all
outstanding Obligations shall bear interest at the Lending Rate (as such term is
defined in the Credit Agreement) plus 3% ("Default Rate"). The Default Rate
shall also apply from acceleration until the Obligations or any judgment thereon
is paid in full.

INDEMNIFICATION. The Borrower shall indemnify the Bank against the Bank's loss
or expense in employing deposits as a consequence of (i) the Borrower's failure
to make any payment when due under this Note, or (ii) any prepayment of the Loan
on a date other than the last day of an Interest Period ("INDEMNIFIED LOSS OR
EXPENSE").

ADDITIONAL COSTS. If, at any time, a new, or a revision in any existing law or
interpretation or administration (including reversals) thereof by any government
authority, central bank or comparable agency imposes, increases or modifies any
reserve or similar requirement against assets, deposits or credit extended by
the Bank, or subjects the Bank to any tax, duty or other charge (except tax on
the Bank's net income), and any of the foregoing increase the cost to the Bank
of maintaining its commitment or reduce the amount of any sum received or
receivable by the Bank under this Note, within 15 days after demand by the Bank,
the Borrower agrees to pay the Bank such additional amounts as will compensate
the Bank for such increased costs or reductions ("ADDITIONAL COSTS").

MATCH FUNDING. The amount of such (i) Indemnified Loss or Expense, or (ii)
Additional Costs outlined above shall be determined, in the Bank's sole
discretion, based upon the assumption that the Bank funded 100% of that portion
of the Loan to which the LIBOR-Based Rate applies in the applicable London
interbank market.

UNAVAILABILITY OF INTEREST RATE. If, at any time, (i) the Bank shall determine
that, by reason of circumstances affecting foreign exchange and interbank
markets generally, LIBOR deposits in the applicable amounts are not being
offered to the Bank; or (ii) a new, or a revision in any existing law or
interpretation or administration (including reversals) thereof by any government
authority, central bank or comparable agency shall make it unlawful or
impossible for the Bank to honor its obligations under this Note, then (A) the
Bank's obligation, if any, to make or maintain a Revolving Loan at the
LIBOR-Based Rate shall be suspended, and (B) the applicable LIBOR-Based Rate
shall, for the remainder of the term of the Loan, immediately be converted to
(x) the Lending Rate (as such term is defined in the Credit Agreement) or (y) if
the undersigned has hedged the LIBOR-Based Rate by entering into an interest
rate swap agreement with the Bank, the rate of interest payable to the
undersigned by the Bank as a Floating Rate Payer under the terms of said swap
agreement (plus the percentage added to LIBOR above if not included in said rate
of interest payable by the Bank).

INTEREST AND FEE(S) COMPUTATION. (ACTUAL/360). Interest and fees, if any, shall
be computed on the basis of a 360-day year for the actual number of days in the
applicable period ("Actual/360 Computation"). The Actual/360 Computation
determines the annual effective yield by taking the stated (nominal) rate for a
year's period and then dividing said rate by 360 to determine the daily periodic
rate to be applied for each day in the applicable period. Application of the
Actual/360 Computation produces an annualized effective rate exceeding that of
the nominal rate.




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REPAYMENT TERMS. This Note shall be due and payable in consecutive monthly
payments of accrued interest only commencing on April 30, 1999, and on the last
day of each one month Interest Period occurring thereafter until fully paid. In
any event, all principal and accrued interest hereunder shall be due and payable
on the earlier to occur of (i) the day the Revolving Loans are accelerated due
to the occurrence of a Default, or (ii) October 1, 1999 (the "Maturity Date").

MANDATORY PREPAYMENTS. Upon the receipt of Net Cash Proceeds (as defined below)
from any sale or issuance of any shares of Borrower's common stock or any class
of its preferred stock, any securities convertible into or exchangeable for
shares of any such stock, or any warrants, rights or options to acquire shares
of such stock, be applied Borrower will prepay the Obligations in an amount
equal to 100% of such Net Cash Proceeds (or that portion of such proceeds
required to so prepay said Obligations), and (notwithstanding any provision of
this Note or any other Loan Document) such prepayment shall be applied in the
following manner:

FIRST: to prepay the principal balance of any outstanding
Revolving Loans (defined herein), together with any accrued
and unpaid interest thereon, and
SECOND: to prepay the principal balance of any outstanding
Revolving Loans incurred under the Credit Agreement (defined
herein), together with any accrued and unpaid interest
thereon.

The maximum amount available to be advanced under this Note shall be
permanently reduced by an amount equal to the amount applied to reduce the
principal balance of such Revolving Loans pursuant to clause FIRST above. As
used herein "Net Cash Proceeds" means the aggregate amount of cash received from
time to time (whether as initial consideration or through payment or disposition
of deferred compensation) by or on behalf of Borrower in connection with any
sale or issuance of equity securities contemplated above, after deduction
therefrom only (i) reasonable and customary brokerage commissions, underwriting
fees and discounts, legal fees and other similar fees and expenses, and (ii) the
amount of taxes payable in connection with, or as a result of, such transaction;
but in each case only to the extent that such amounts are deducted upon receipt
of such cash proceeds and actually paid to persons or entities, other than
Borrower, Note Guarantors or any Affiliate of Borrower or Note Guarantors. For
the avoidance of doubt, Borrower acknowledges that (i) the foregoing shall not
be deemed or construed as a consent by Bank to any such equity sale or issuance
which would otherwise be prohibited by the terms of the Loan Documents and (i)
this Section, as it relates to the reduction of Borrower's Obligations under the
Credit Agreement, shall survive the payment in full and/or termination of
Borrower's Obligations hereunder. In connection with any prepayment required
hereunder, Bank shall cooperate with Borrower to mitigate any Indemnified Loss
of Expense otherwise payable hereunder, and under similar charges payable under
the Credit Agreement.

APPLICATION OF PAYMENTS. Monies received by Bank from any source for application
toward payment of the Obligations shall be applied first to fees, penalties,
accrued interest and then to principal. If a Default occurs, monies may be
applied to the Obligations in any manner or order deemed appropriate by Bank. If
any payment received by Bank under this Note or other Loan Documents is
rescinded, avoided or for any reason returned by Bank because of any adverse
claim or threatened action, the returned payment shall remain payable as an
obligation of all persons liable under this Note or other Loan Documents as
though such payment had not been made.

LOAN DOCUMENTS AND OBLIGATIONS. The term "Loan Documents" used in this Note and
other Loan Documents refers to all documents executed in connection with the
loan evidenced by this Note and any prior notes which evidence all or any
portion of the loan evidenced by this Note, and may include, without limitation,
this Note, the TJR Documents, the Credit Agreement (as such term is defined
below), guaranty agreements, security agreements, security instruments,
financing statements, mortgage instruments, letters of credit and any renewals
or modifications, whenever any of the foregoing are executed, but does not
include swap



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agreements (as defined in 11 U.S.C. Section 101).

The term "Obligations" used in this Note refers to any and all indebtedness and
other obligations under this Note, all other obligations under any other Loan
Document(s), and all obligations under any swap agreements as defined in 11
U.S.C. Section 101 between Borrower and Bank whenever executed.

LATE CHARGE. If any payments are not timely made, Borrower shall also pay to
Bank a late charge equal to 3% of each payment past due for 10 or more days.
Acceptance by Bank of any late payment without an accompanying late charge shall
not be deemed a waiver of Bank's right to collect such late charge or to collect
a late charge for any subsequent late payment received.

ATTORNEYS' FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank's
reasonable expenses incurred to enforce or collect any of the Obligations,
including, without limitation, reasonable arbitration, paralegals', attorneys'
and experts' fees and expenses, whether incurred without the commencement of a
suit, in any trial, arbitration, or administrative proceeding, or in any
appellate or bankruptcy proceeding.

USURY. Regardless of any other provision of this Note or other Loan Documents,
if for any reason the effective interest should exceed the maximum lawful
interest, the effective interest shall be deemed reduced to, and shall be, such
maximum lawful interest, and (i) the amount which would be excessive interest
shall be deemed applied to the reduction of the principal balance of this Note
and not to the payment of interest, and (ii) if the loan evidenced by this Note
has been or is thereby paid in full, the excess shall be returned to the party
paying same, such application to the principal balance of this Note or the
refunding of excess to be a complete settlement and acquittance thereof.

DEFAULT. If any of the following occurs, a default ("Default") under this Note
shall exist: NONPAYMENT; NONPERFORMANCE. The failure of timely payment or
performance of the Obligations or Default under this Note or any other Loan
Documents or failure of any party to comply with any other term, condition or
agreement set forth in this Note or any other Loan Document, beyond any
applicable grace period, if any. FALSE WARRANTY. A warranty or representation
made or deemed made in the Loan Documents or furnished Bank in connection with
the loan evidenced by this Note proves materially false, or if of a continuing
nature, becomes materially false. CROSS DEFAULT. At Bank's option, any default
in payment or performance of any obligation under any other loans, contracts or
agreements of Borrower, any Subsidiary or Affiliate of Borrower, any general
partner of or the holder(s) of the majority ownership interests of Borrower with
Bank or its affiliates ("Affiliate" shall have the meaning as defined in 11
U.S.C. Section 101, except that the term "debtor" therein shall be substituted
by the term "Borrower" herein; "Subsidiary" shall mean any corporation of which
more than 50% of the issued and outstanding voting stock is owned directly or
indirectly by Borrower). CESSATION; BANKRUPTCY. The dissolution of, termination
of existence of, loss of good standing status by, appointment of a receiver for,
assignment for the benefit of creditors of, or commencement of any bankruptcy or
insolvency proceeding by or against the Borrower, its Subsidiaries or
Affiliates, if any, or any general partner of or the holder(s) of the majority
ownership interests of Borrower, or any party to the Loan Documents. NOTE
GUARANTORS. If (i) any Note Guarantor fails to comply with any payment
obligation set forth in the Guaranty or if any Note Guarantor fails to comply
with any of the covenants or other agreements set forth in the Guaranty or any
other Loan Document to which it is a party beyond any applicable grace period
provided for therein, or (ii) any representation or warranty made or deemed made
by Note Guarantor in the Guaranty or any other Loan Document to which it is a
party or which is contained in any exhibit, schedule or any other document or
other statement furnished at any time under or in connection with the Guaranty
or any of the other Loan Documents shall prove to have been incorrect in any
material respect on or as of the date made or deemed made, or (iii) if Note
Guarantor shall terminate, purport to terminate or take any steps which have the
effect of decreasing its liability under the Guaranty.

REMEDIES UPON DEFAULT. If a Default occurs under this Note or any Loan
Documents, Bank may at any time thereafter, take the following actions: BANK
LIEN. Foreclose its security



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interest or lien against Borrower's accounts without notice. ACCELERATION UPON
DEFAULT. Accelerate the maturity of this Note and all other Obligations, and all
of the Obligations shall be immediately due and payable. CUMULATIVE. Exercise
any rights and remedies as provided under the Note and other Loan Documents, or
as provided by law or equity.

FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information
as required under the Credit Agreement and other Loan Documents.

AUTOMATIC DEBIT OF CHECKING ACCOUNT FOR LOAN PAYMENT. Borrower authorizes Bank
to debit its demand deposit account number 002030000135558 or any other account
with Bank for any payments due under this Note. Borrower further certifies that
Borrower holds legitimate ownership of this account and preauthorizes this
periodic debit as part of its right under said ownership.

REVOLVING LOANS. Borrower may borrow, repay and reborrow, and Bank may advance
and readvance under this Note respectively from time to time (each a "Revolving
Loan" and together the "Revolving Loans"), so long as the total indebtedness
outstanding at any one time does not exceed the principal amount stated on the
face of this Note (as such availability may be reduced pursuant to the Section
captioned Mandatory Prepayments hereunder). Bank's obligation to make Revolving
Loans under this Note shall terminate if there is a Default.

ADDITIONAL COVENANTS, REPRESENTATIONS AND WARRANTIES. All of the agreements,
covenants, representations and warranties made by the Borrower in the Revolving
Loan and Security Agreement dated March 31, 1997 between the Borrower and the
Bank as amended by (i) the Consent and Amendment thereto dated December 5, 1997,
(ii) the Second Amendment thereto dated as of November 30, 1998, and (iii) the
letter waiver and amendment dated March 8, 1999 (such agreement, as so amended
and as the same may be further amended from time to time in the future, the
"Credit Agreement") and the other Loan Documents (as such term is defined in the
Credit Agreement) are deemed incorporated herein in their entirety as if fully
and completely set forth herein. All capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Credit Agreement. For the avoidance of doubt, Borrower acknowledges (i) all
terms and provisions of the Credit Agreement incorporated by reference into this
Note shall be so incorporated as such terms exist as of the date hereof and
shall remain so incorporated herein irrespective of the termination or
expiration of the Credit Agreement and (ii) the Obligations hereunder shall be
secured, guaranteed and otherwise supported by the Loan Documents and Collateral
referred to therein.

WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and
other Loan Documents shall be valid unless in writing and signed by an officer
of Bank. No waiver by Bank of any Default shall operate as a waiver of any other
Default or the same Default on a future occasion. Neither the failure nor any
delay on the part of Bank in exercising any right, power, or remedy under this
Note and other Loan Documents shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or remedy.

Each Borrower or any person liable under this Note waives presentment, protest,
notice of dishonor, demand for payment, notice of intention to accelerate
maturity, notice of acceleration of maturity, notice of sale and all other
notices of any kind. Further, each agrees that Bank may extend, modify or renew
this Note or make a novation of the loan evidenced by this Note for any period
and grant any releases, compromises or indulgences with respect to any
collateral securing this Note, or with respect to any other Borrower or any
other person liable under this Note or other Loan Documents, all without notice
to or consent of each Borrower or each person who may be liable under this Note
or other Loan Documents and without affecting the liability of Borrower or any
person who may be liable under this Note or other Loan Documents.

MISCELLANEOUS PROVISIONS. ASSIGNMENT. This Note and other Loan Documents shall
inure to the benefit of and be binding upon the parties and their respective
heirs, legal representatives, successors and assigns. Bank's interests in and
rights under this Note and other


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Loan Documents are freely assignable, in whole or in part, by Bank. In addition,
nothing in this Note or any of the Loan Documents shall prohibit Bank from
pledging or assigning this Note or any of the Loan Documents or any interest
therein to any Federal Reserve Bank. Borrower shall not assign its rights and
interest hereunder without the prior written consent of Bank, and any attempt by
Borrower to assign without Bank's prior written consent is null and void. Any
assignment shall not release Borrower from the Obligations. APPLICABLE LAW;
CONFLICT BETWEEN DOCUMENTS. This Note and other Loan Documents shall be governed
by and construed under the laws of the state where Bank first shown above is
located without regard to that state's conflict of laws principles. If the terms
of this Note should conflict with the terms of the loan agreement or any
commitment letter that survives closing, the terms of this Note shall control.
BORROWER'S ACCOUNTS. Except as prohibited by law, Borrower grants Bank a
security interest in all of Borrower's accounts with Bank and any of its
affiliates. JURISDICTION. Borrower irrevocably agrees to non-exclusive personal
jurisdiction in the state in which the office of Bank first shown above is
located. SEVERABILITY. If any provision of this Note or of the other Loan
Documents shall be prohibited or invalid under applicable law, such provision
shall be ineffective but only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Note or other such document. NOTICES. Any notices to Borrower shall be
sufficiently given, if in writing and mailed or delivered to the Borrower's
address shown above or such other address as provided hereunder, and to Bank, if
in writing and mailed or delivered to Bank's office address shown above or such
other address as Bank may specify in writing from time to time. In the event
that Borrower changes Borrower's address at any time prior to the date the
Obligations are paid in full, Borrower agrees to promptly give written notice of
said change of address by registered or certified mail, return receipt
requested, all charges prepaid. PLURAL; CAPTIONS. All references in the Loan
Documents to Borrower, guarantor, person, document or other nouns of reference
mean both the singular and plural form, as the case may be, and the term
"person" shall mean any individual, person or entity. The captions contained in
the Loan Documents are inserted for convenience only and shall not affect the
meaning or interpretation of the Loan Documents. BINDING CONTRACT. Borrower by
execution of and Bank by acceptance of this Note agree that each party is bound
to all terms and provisions of this Note. REVOLVING LOANS. Bank in its sole
discretion may make other Revolving Loans under this Note pursuant hereto.
POSTING OF PAYMENTS. All payments received during normal banking hours after
2:00 p.m. local time at the office of Bank first shown above shall be deemed
received at the opening of the next banking day. FEES AND TAXES. Borrower shall
promptly pay all documentary, intangible recordation and/or similar taxes on
this transaction whether assessed at closing or arising from time to time.

ARBITRATION. Upon demand of any party hereto, whether made before or after
institution of any judicial proceeding, any dispute, claim or controversy
arising out of, connected with or relating to this Note and other Loan Documents
("Disputes") between or among parties to this Note shall be resolved by binding
arbitration as provided herein. Institution of a judicial proceeding by a party
does not waive the right of that party to demand arbitration hereunder. Disputes
may include, without limitation, tort claims, counterclaims, disputes as to
whether a matter is subject to arbitration, claims brought as class actions,
claims arising from Loan Documents executed in the future, or claims arising out
of or connected with the transaction reflected by this Note.

Arbitration shall be conducted under and governed by the Commercial Financial
Disputes Arbitration Rules (the "Arbitration Rules") of the American Arbitration
Association (the "AAA") and Title 9 of the U.S. Code. All arbitration hearings
shall be conducted in the city in which the office of Bank first stated above is
located. The expedited procedures set forth in Rule 51 ET SEQ. of the
Arbitration Rules shall be applicable to claims of less than $1,000,000.00. All
applicable statutes of limitation shall apply to any Dispute. A judgment upon
the award may be entered in any court having jurisdiction. The panel from which
all arbitrators are selected shall be comprised of licensed attorneys. The
single arbitrator selected for expedited procedure shall be a retired judge from
the highest court of general jurisdiction, state or federal, of the state where
the hearing will be conducted or if such person is not available to serve, the
single arbitrator may be a licensed attorney. Notwithstanding the foregoing,
this arbitration provision does not apply to disputes under or related to swap
agreements.


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PRESERVATION AND LIMITATION OF REMEDIES. Notwithstanding the preceding binding
arbitration provisions, Bank and Borrower agree to preserve, without diminution,
certain remedies that any party hereto may employ or exercise freely,
independently or in connection with an arbitration proceeding or after an
arbitration action is brought. Bank and Borrower shall have the right to proceed
in any court of proper jurisdiction or by self-help to exercise or prosecute the
following remedies, as applicable: (i) all rights to foreclose against any real
or personal property or other security by exercising a power of sale granted
under Loan Documents or under applicable law or by judicial foreclosure and
sale, including a proceeding to confirm the sale; (ii) all rights of self-help
including peaceful occupation of real property and collection of rents, set-off,
and peaceful possession of personal property; (iii) obtaining provisional or
ancillary remedies including injunctive relief, sequestration, garnishment,
attachment, appointment of receiver and filing an involuntary bankruptcy
proceeding; and (iv) when applicable, a judgment by confession of judgment.
Preservation of these remedies does not limit the power of an arbitrator to
grant similar remedies that may be requested by a party in a Dispute.

Borrower and Bank agree that they shall not have a remedy of punitive or
exemplary damages against the other in any Dispute and hereby waive any right or
claim to punitive or exemplary damages they have now or which may arise in the
future in connection with any Dispute whether the Dispute is resolved by
arbitration or judicially.

CONDITIONS PRECEDENT. This Note shall not be deemed in full force and effect and
no Revolving Loans shall be made hereunder until the Bank has received the
following:

(1) This Note, duly executed and delivered by the Borrower;

(2) All of the TJR Documents fully executed by the parties thereto; and

(3) Each of the other documents and materials itemized on the Closing
Document Checklist attached hereto as SCHEDULE A, each in form and
substance satisfactory to the Bank.

IN WITNESS WHEREOF, Borrower, on the day and year first above written, has
caused this Note to be executed under seal.

EMCORE CORPORATION



CORPORATE By:______________________________
SEAL Name:
Title:























7



STATE OF )
) ss.:

COUNTY OF )

On the ___ day of April, 1999, before me personally came
_____________________, to me known, who, being by me duly sworn, did depose and
say that _he resides at No. ___________________________________________________;
that _he is the ______________ of EMCORE CORPORATION, the corporation described
in and which executed the foregoing instrument; that _he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the board of directors of said
corporation and that _he signed h__ name thereto by like authority.



---------------------------------
Notary Public





























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