Power of Attorney - J. Crew


POWER OF ATTORNEY

I hereby appoint Millard Drexler, James Scully and Jennifer O153Connor my true and lawful attorneys-in-fact, each with full power to act without the other and each with full power of substitution, to sign on my behalf, as an individual and in the capacity stated below, and to file the Annual Report on Form 10-K of J.Crew Group, Inc. for its fiscal year ended January 29, 2011 and any amendment that such attorney-in-fact may deem appropriate or necessary. I further grant unto such attorneys and each of them full power and authority to perform each and every act necessary to be done in order to accomplish the foregoing as fully as I might do.

IN WITNESS WHEREOF, I have executed this power of attorney as of the 18th day of March, 2011.

Signature:

/s/ MILLARD DREXLER

Print Name:

Millard Drexler

Title:

Director

Signature:

/s/ JAMES COULTER

Print Name:

James Coulter

Title:

Director

Signature:

/s/ JOHN DANHAKL

Print Name:

John Danhakl

Title:

Director

Signature:

/s/ JONATHAN SOKOLOFF

Print Name:

Jonathan Sokoloff

Title:

Director

Signature:

/s/ CARRIE WHEELER

Print Name:

Carrie Wheeler

Title:

Director

v

646Technology License Agreement - International Business Machines Corp. and Uniphase Corp.
 TECHNOLOGY LICENSE AGREEMENT
                                     
     THIS AGREEMENT, dated as of March 10, 1997 ("Effective Date"), by and
between INTERNATIONAL BUSINESS MACHINES CORPORATION, a New York corporation
("IBM"), and UNIPHASE CORPORATION, a Delaware corporation ("LICENSEE");

     WHEREAS, pursuant to an agreement of purchase and sale of even date
herewith among IBM, LICENSEE, and a Subsidiary of LICENSEE (the "Purchase
Agreement"), LICENSEE or its Subsidiary is acquiring certain assets located
in Zurich, Switzerland relating to the design, testing and manufacture of
certain components (such operations being hereinafter referred to as the
"Laser Operations"); and

     WHEREAS, LICENSEE desires to utilize IBM's information and know-how
associated with the Laser Operations at the Facility (defined below), and
IBM desires to provide such a license subject to the terms and conditions
hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:


Section 1.0 Definitions
          
     "Authorized Locations" shall mean the Facility and the Second Source.

     "Employees" shall have the meaning set forth in the Purchase
Agreement.

     "Facility" shall mean the manufacturing location in Zurich,
Switzerland where the Laser Operations are occurring on the Effective Date
and any subsequent location in Europe or the US where LICENSEE shall
determine after the Effective Date to relocate the Laser Operations,
subject to any restrictions in the Purchase Agreement.

     "Full Wafer Technology" shall mean a batch processing chlorine-
assisted ion beam etching technique capable of producing more than one edge
emitting semiconductor ridge waveguide laser having a gallium arsenide
quantum well active region.

     "IBM Improvement Patents" shall mean all patents issued or issuing on
patent applications entitled to an effective filing date prior to five (5)
years after the Effective Date that are:  (i) licensable at any time by IBM
or any of its Subsidiaries, and (ii) derived from or constitute
improvements to the Licensed Patents and/or the Licensed Technical
Information.

     "LICENSEE's Patents" shall mean all patents issued or issuing on
patent applications entitled to an effective filing date prior to five (5)
years after the Effective Date that are:  (i) licensable at any time by
LICENSEE or any of its Subsidiaries, and (ii) derived from or constitute
improvements to the Licensed Patents and/or the Licensed Technical
Information.  LICENSEE's Patents also include foreign counterparts to such
patents, if any, and any divisions, extensions, continuations or
continuations-in-part thereof.

     "Licensed Patents" shall mean the patents listed in Exhibit A and IBM
Improvement Patents (and their foreign counterparts, if any) and any
divisions, extensions, continuations or continuations-in-part thereof.

     "Lasertron Agreement" shall mean the license agreement dated August 1,
1994, between IBM and Lasertron, Inc.

     "Licensed Business Information" shall mean any and all business
information used prior to the Effective Date in the conduct of the Laser
Operations, such as customer information, pricing and cost information,
strategic product plans and the like, which relates to Licensed Products.
Licensed Business Information may be in tangible or intangible form.

     "Licensed Information" shall mean Licensed Business Information and
Licensed Technical Information.

     "Licensed Products" shall mean R-F Products and R-B Products.

     "Licensed Technical Information" shall mean any and all IBM technical
information, mask works, data, formulas, knowledge, processes and/or trade
secrets developed or acquired by IBM relating to the design, testing and
manufacture of Licensed Products which is used by IBM in the conduct of the
Laser Operations and which includes, without limitation, the IBM technical
information described in the documents listed in Exhibit B.  Licensed
Technical Information does not include any computer programs.

     "Red Lasers" shall mean indium gallium phosphorus/ aluminum gallium
indium phosphorus/ aluminum gallium arsenide semiconductor laser chips
emitting red light at about 670nm, and having an ordered phase quantum
well, dry etched ridge-type structure and aluminum gallium arsenide
cladding layers.

     "Royalty-Bearing Products" or "R-B Products" shall mean Red Lasers,
1300nm Lasers and any other semiconductor laser chips made using Full Wafer
Technology.

     "Royalty-Free Products" or "R-F Products" shall mean semiconductor
laser chips comprising a gallium arsenide substrate and an active region
composed of gallium indium arsenide, gallium arsenide or gallium aluminum
arsenide.

     "Second Source" shall mean a single manufacturing location, other than
the Facility, which is:  (i) located in the US or Europe and (ii) wholly-
owned by LICENSEE.

     "Selling Price" shall mean the actual selling price to unaffiliated
customers, and the greater of actual selling price or fair market value in
sales to affiliated customers; provided that in either case the Selling
Price shall be reduced for discounts, taxes, transportation fees and other
unreimbursed charges paid by LICENSEE or its Subsidiaries in connection
with the sale of Licensed Products.

     "Subsidiary" shall mean a corporation, company or other entity:

     (a)  more than fifty percent (50%) of whose outstanding shares or
          securities (representing the right to vote for the election of
          directors or other managing authority) are, now or hereafter,
          owned or controlled, directly or indirectly, by a party hereto,
          but such corporation, company or other entity shall be deemed to
          be a Subsidiary only so long as such ownership or control exists;
          or
          
     (b)  which does not have outstanding shares or securities, as may be
          the case in a partnership, joint venture or unincorporated
          association, but more than fifty percent (50%) of whose ownership
          interest representing the right to make the decisions for such
          corporation, company or other entity is, now or hereafter, owned
          or controlled, directly or indirectly, by a party hereto, but
          such corporation, company or other entity shall be deemed to be a
          Subsidiary only so long as such ownership or control exists.
          
     "1300nm Lasers" shall mean indium phosphide/ indium gallium arsenide
phosphide semiconductor laser chips emitting light at about 1300nm, having
a simple double heterostructure with a thin active layer, and a self-
aligned ridge structure made by the GRUNT process.


Section 2.0 License Grants
          
2.1     Subject to Sections 2.5 and 2.9, IBM grants to LICENSEE and its
Subsidiaries, to the extent that it has a right to do so, a nonexclusive
right and license to use the Licensed Information to:  (i) make and have
made Licensed Products only at the Authorized Locations and sell such
products worldwide; (ii) to use and make any apparatus (other than the E2
prototype tool) required to manufacture Licensed Products only at the
Authorized Locations; and (iii) improve, modify and enhance the Licensed
Information and to use and incorporate any such improvements, modifications
and enhancements in the exercise of the license rights pursuant to clause
(i) and (ii) and Section 2.11 below.  Subject to the last sentence of
Section 2.3 hereof, the foregoing license rights shall include the right to
sell and distribute any product that includes a Licensed Product as a
component or subassembly thereof.  Providing IBM receives the payment
specified in Section 4.1, the license granted in this Section 2.1 with
respect to R-F Licensed Products shall be royalty-free and fully paid-up.
The license granted in this Section 2.1 with respect to R-B Licensed
Products shall be royalty-bearing as provided in Section 4.2.

2.2     Subject to licenses granted to third parties prior to the Effective
Date and a license retained by IBM for itself and its Subsidiaries to use,
copy, modify and distribute internally, IBM hereby transfers, assigns and
conveys to LICENSEE all of IBM's right, title and interest in and to those
computer programs used at the Facility and identified in Exhibit C-1
hereto.  IBM hereby grants to LICENSEE, to the extent it has a right to do
so, a nonexclusive, paid-up and royalty-free license under copyrights, or
other similar rights for computer programs, to use, execute, reproduce,
modify, and prepare derivative works based upon the additional computer
programs listed in Exhibit C-2, only at the Authorized Locations.

2.3     Providing IBM receives the payment specified in Section 4.1, IBM
hereby grants to LICENSEE a nonexclusive, paid-up and royalty-free license
under the Licensed Patents to make and have made R-F Licensed Products at
the Authorized Locations and to use, offer to sell, sell and import
R-F Licensed Products worldwide.  The foregoing license shall not extend to
any infringement of IBM patents not licensed hereunder resulting from the
combination of Licensed Products with other products not licensed herein.
The term of the license granted in this Section 2.3 shall be for a period
of five (5) years from the Effective Date, unless LICENSEE exercises the
option granted in Section 2.6 and makes the payment specified therein, in
which event the term of the license shall be extended to the date of
expiration of the last to expire of the Licensed Patents.

2.4     Except as specifically granted in this Section 2.0, no license or
other right is granted, either directly or indirectly, by implication,
estoppel or otherwise, to LICENSEE with respect to any patents or patent
applications, trademarks, copyrights, trade secrets, computer programs,
know-how, mask works or other intellectual property rights of IBM.

2.5     The license to have Licensed Products made by another manufacturer
granted in Sections 2.1 and 2.3 to LICENSEE shall only apply when the
specifications for Licensed Products were created by LICENSEE (either
solely or jointly with one or more third parties); and shall not apply to
any Licensed Products in the form manufactured or marketed by said other
manufacturer prior to LICENSEE furnishing said specifications.

2.6     IBM grants to LICENSEE an option to obtain a fully paid-up extension
of the term of the patent license granted in Section 2.3 with respect to
R-F Licensed Products to cover the period extending to the date of
expiration of the last to expire of the Licensed Patents.  This option may
be exercised at any time prior to five (5) years from the Effective Date by
LICENSEE paying to IBM the sum of nine million US dollars ($9,000,000) and
giving written notice of the exercise of the option in accordance with
Section 7. Communications.

2.7   LICENSEE hereby grants to IBM an irrevocable, worldwide, nonexclusive,
paid-up and royalty-free license under LICENSEE's Patents to make, have
made, use, offer to sell, sell and import R-F Licensed Products.  IBM shall
have no right to grant sublicenses under LICENSEE's Patents, except to its
Subsidiaries.

2.8     In the event that LICENSEE identifies in writing to IBM any patents
licensable by IBM which are necessarily infringed by the exercise of the
license granted in Section 2.1 with respect to R-F Licensed Products being
manufactured at the Facility on the Effective Date, and IBM, after a good
faith analysis, agrees with LICENSEE's position, then upon IBM's written
notification, Exhibit A shall be automatically amended to include such
additional patents without further charge to LICENSEE.  In the event that
IBM shall determine for any reason that such infringement will not occur as
to a licensable IBM patent, IBM shall thereafter be estopped from making
any claims of infringement against LICENSEE, its Subsidiaries or its
customers as to such IBM patent for any exercise by LICENSEE of its rights
under Section 2.1 above.

2.9     Notwithstanding anything to the contrary, the license granted in
Section 2.1 shall not include rights to use any designs or other
information which are used exclusively to manufacture products for IBM.

2.10  Subject to the restrictions limiting the license rights to Authorized
Locations, LICENSEE shall have the right to exercise any license rights
granted hereunder through any Subsidiary, and any reference in this
Section 2 and Section 3 below to LICENSEE shall be deemed to refer to any
Subsidiary through which LICENSEE shall so exercise such license rights.

2.11   LICENSEE shall have the further right to use the Licensed Technical
Information relating to Royalty Free Products in the development and
manufacture of any semiconductor laser chips and to exercise the license
rights specified in Section 2 as to any such semiconductor laser chips
without payment of any royalty pursuant to Section 4.2 hereof, subject to
the limitations and restrictions contained in this Agreement and the
payment of any patent royalties, as applicable.

2.12  For so long as IBM continues to manufacture the E2 Prototype Tool (the
"E2 Tool") for sale to any third party, IBM agrees to sell to LICENSEE E2
Tools on terms no less favorable than IBM has sold E2 Tools during the
preceding twelve (12) months to any other non-IBM customer purchasing
equivalent quantities of the E2 Tool as LICENSEE.  Such most favored terms
shall include price, production allocation, functionality of the E2 Tool
and payment terms and shall be granted to LICENSEE upon the condition that
LICENSEE accept all material terms upon which such most favored customer
purchased the E2 Tool.  In the event such most favored terms shall not
apply, IBM agrees to sell E2 Tools to LICENSEE on commercially reasonable
terms.

Upon written request by LICENSEE and in the event that IBM is no longer in
the business of supplying E2 Tools to third parties, IBM shall provide
LICENSEE with component part drawings and any other technical information,
including all improvements, necessary for the manufacture and operation of
E2 Tools, to the extent IBM can provide such information without violating
any obligations to third parties, at a reasonable cost invoiced to LICENSEE
to cover associated procurement expenses, and LICENSEE shall have the
nonexclusive right to manufacture E2 Tools for LICENSEE's internal use and
that of its Subsidiaries.  Any manufacture of the E2 Tool, or any portion
thereof, by LICENSEE may require additional patent licenses which the
parties agree to negotiate in good faith.

IBM shall make a good faith effort to notify LICENSEE of its intention to
stop manufacturing E2 Tools to third parties at least three (3) months
prior to the date it plans to stop such manufacture, and agrees to promptly
respond to all reasonable written requests from LICENSEE as to whether it
intends to stop such manufacture.

2.13     IBM disclaims any common law trademark rights that it may have
acquired through the use of the "E2" designation.  To the extent that IBM
has acquired any common law trademark rights in the "Laser Enterprise" or
"LE" designation, IBM hereby assigns all such rights to LICENSEE, together
with all goodwill pertaining thereto.

2.14  In the event that IBM now or hereafter obtains any patents which would
necessarily be infringed by the assembly by LICENSEE's customers of Royalty-
Free Products into an Erbium Doped Optical Fiber Amplifier ("EDFA")
configuration or EDFA architecture compliant package, IBM agrees to make a
license under such patents available to LICENSEE's customers in accordance
with IBM's licensing practices at such time.


Section 3.0 Confidentiality
          
3.1     For a period of ten (10) years from the Effective Date, LICENSEE
agrees to use the same degree of care and discretion, but at least a
reasonable level of care and discretion, to avoid any disclosure,
publication, or dissemination of any part or all of the Licensed
Information outside of LICENSEE, and its Subsidiaries, as LICENSEE employs
with information of its own which it regards as confidential and which it
does not desire to publish, disclose or disseminate.  If any Licensed
Information of a third party requires a different standard of care or
different period of confidentiality than that specified above, LICENSEE
agrees to protect such third party's Licensed Information in accordance
with the terms of the agreement under which such information was received
by IBM.

3.2     Disclosure of Licensed Information shall not be precluded, if such
disclosure is:

     (a)  in response to a valid order of a court or other governmental
          body; provided, however, that LICENSEE shall first have given
          notice to IBM and made a reasonable effort to obtain a protective
          order requiring that the information and/or documents so
          disclosed be used only for the purposes for which the order was
          issued;
          
     (b)  otherwise required by law;
          
     (c)  reasonably necessary to establish rights under this Agreement
          (but only to the extent necessary to do so); or
          
     (d)  reasonably necessary to exercise LICENSEE's license rights
          hereunder and such disclosure is made to an entity or other
          person that is bound as to the nondisclosure of such Licensed
          Information by a written agreement that is no less restrictive
          than this Section 3.
          
3.3     No obligation of confidentiality shall attach to:

     (a)  any information that LICENSEE already possesses without
          obligation of confidentiality;
          
     (b)  any information LICENSEE rightfully receives from another without
          obligation of confidentiality; or
          
     (c)  any information that is, or becomes, publicly available without
          breach of this Agreement.
          
3.4   In the event that LICENSEE discovers any IBM confidential information
in the possession of Employees that is unrelated to the Licensed Products,
it will promptly return such information to IBM.

3.5   IBM agrees not to disclose the trade secret information described in
(              Information redacted and filed separately.                ) 
for a period of three (3) years from the Effective Date subject to
Sections 3.2(a) & (b).  IBM agrees not to disclose the trade secret
information relating to the process (
                Information redacted and filed separately.
                              ) for a period of two (2) years from the
Effective Date subject to Sections 3.2(a) & (b).  Notwithstanding the
above, neither (i) the inherent disclosure of such information in IBM's
products, nor (ii) the disclosure of such information as part of a
disclosure of process information relating to products other than Royalty-
Free Products and Royalty-Bearing Products shall be deemed to be a
violation of this Section 3.5.


Section 4.0 Consideration
          
4.1   As partial consideration for the licenses granted by IBM to LICENSEE
in Sections 2.1, 2.2 and 2.3 with respect to R-F Products, LICENSEE shall
pay IBM the amount of twenty-seven million US dollars (US $27,000,000), on
the Effective Date, which sum is nonrefundable, in accordance with
instructions to be provided by IBM prior to such date.

4.2     As partial consideration for the licenses granted by IBM to LICENSEE
in Sections 2.1 and 2.2 with respect to R-B Products, LICENSEE shall pay
IBM a royalty of five percent (5%) of Selling Price.  LICENSEE acknowledges
that any royalties owing for patents covering R-B Products shall be payable
in addition to the royalty specified herein, pursuant to a separate patent
license agreement between the parties.

4.3     LICENSEE shall bear and pay all taxes (including, without limitation,
sales and value added taxes) imposed by any national, provincial or local
government of any country in which LICENSEE is doing business as a result
of the existence of this Agreement or the exercise of rights hereunder;
provided, that the foregoing shall not obligate LICENSEE to pay any tax
based on the income, gross receipts or property of IBM.

4.4     LICENSEE shall be liable for interest on any overdue payment or
royalty, commencing on the date such payment or royalty was due and ending
upon payment by LICENSEE, at an annual rate which is the greater of ten
percent (10%) or one percentage point higher than the prime interest rate
as quoted by the head office of Citibank N.A., New York, at the close of
banking on such date, or on the first business day thereafter if such date
falls on a non-business day.  If such interest rate exceeds the maximum
legal rate in the jurisdiction where a claim therefore is being asserted,
the interest rate shall be reduced to such maximum legal rate.

4.5     Royalties shall accrue when an R-B Licensed Product, with respect to
which royalty payments are required by this Agreement, is first sold or
otherwise transferred to a party other than LICENSEE or its Subsidiaries
(including, except as otherwise agreed in writing by IBM, sold or otherwise
transferred to IBM or any of its Subsidiaries).  To the extent an
R-B Licensed Product is incorporated as a component, subassembly or
subsystem in another product, the Selling Price shall be determined based
on the published list price (or if no such published list price exists, the
fair market value) of such R-B Licensed Product exclusive of any other
portion of such product.

4.6     LICENSEE shall pay all royalties and other payments due hereunder in
United States dollars.  All royalties for an accounting period computed in
other currencies shall be converted into United States dollars at the
exchange rate for bank transfers from such currency to United States
dollars as quoted by the head office of Citibank N.A., New York, at the
close of banking on the last day of such accounting period (or the first
business day thereafter if such last day shall be a non-business day).

4.7   LICENSEE's accounting period shall be semiannual and shall end on the
last day of each June and December during the term of this Agreement.
Within sixty (60) days after the end of each such period LICENSEE shall
furnish to IBM a written report containing the information specified in
Section 4.8 and shall pay to IBM all unpaid royalties accrued hereunder to
the end of each such period.  Such payments will be nonrefundable.

4.8  LICENSEE's written report shall be certified by an officer of LICENSEE
and shall contain the following information:

     (a)  for each type of R-B Licensed Product upon which royalty has
          accrued:  a description of said R-B Licensed Product, the
          quantity sold or otherwise transferred during the accounting
          period, and the sum of the Selling Price for such quantity; and
          
     (b)  the aggregate amount of all royalties due.
          
In the event no royalties are due, LICENSEE's report shall so state.

4.9     LICENSEE shall keep records in accordance with generally accepted
accounting principles and in sufficient detail to permit the determination
of which products are subject to royalty payments under this Agreement, the
royalties due IBM, and the accuracy of the information on LICENSEE's
written reports.  Such records shall include, but not be limited to,
detailed records supporting the information provided under Section 4.8.
Such records shall be kept for six (6) years following the due date for the
report relating to the reporting period to which such records pertain.

Upon IBM's written request for an audit, LICENSEE shall permit auditors
designated by IBM, together with such legal and technical support as IBM
deems necessary, to examine, during ordinary business hours, records,
materials, and manufacturing processes of LICENSEE for the purpose of
determining royalties due IBM.

Such audit shall be restricted to an audit of those records, materials, and
manufacturing processes related to R-B Licensed Products.  Such records and
materials shall be deemed to include general financial information to
provide a cross-check for the amount of royalties reported.

LICENSEE shall provide its full cooperation in such audit.  Such
cooperation shall include, but not be limited to, providing sufficient time
for such examination and convenient access to relevant personnel and
records.

Each party shall pay the charges that it incurs in the course of the audit.
However, in the event that the audit establishes underpayment greater than
or equal to the lesser of:  five percent (5%) of the royalties which should
have been paid for the accounting periods being audited or the cost of the
audit, then LICENSEE shall reimburse IBM for the costs IBM incurred in
conducting such audit.  However, such costs shall not include salaries paid
to IBM employees associated with such audit and such reimbursement shall
not exceed the amount of underpayment.

4.10   In the event an audit under the provisions of Section 4.9 identifies
an underpayment of royalties by LICENSEE, LICENSEE shall pay an amount
equal to the sum of such underpayment, any interest due under the
provisions of Section 4.4, and any reimbursement to IBM for the costs IBM
incurred in conducting such audit as specified by Section 4.9, within sixty
(60) days of IBM's written request.  Reimbursements due for costs shall
also be subject to interest under the provisions of Section 4.4.

4.11  IBM agrees that any statements or audit results furnished or otherwise
made available to or obtained by IBM pursuant to this Section 4.0 shall be
subject to equivalent confidentiality restrictions set forth in Section 3
and shall not be disclosed by IBM for a period of three (3) years from the
date of disclosure.


Section 5.0 Term; Termination and Assignability
          
5.1   The licenses granted in Sections 2.1 and 2.2 with respect to Licensed
Products shall remain in effect unless terminated in accordance with this
Section 5.0.  The patent license granted in Section 2.3 with respect to
R-F Licensed Products shall remain in effect for a period of five (5) years
from the Effective Date, unless terminated in accordance with this
Section 5 or extended pursuant to the option granted in Section 2.6.  The
patent license granted to IBM in Section 2.7 shall remain in effect for a
period of five (5) years from the Effective Date.

5.2    If LICENSEE is in material breach of its obligations hereunder with
respect to R-B Licensed Products and IBM provides written notice to
LICENSEE specifying the nature of such breach, LICENSEE shall either cure
such breach or produce a plan for such cure reasonably acceptable to IBM
within sixty (60) days after such written notice.  If LICENSEE does not
provide a plan for cure, or comply with a plan reasonably acceptable to
IBM, IBM shall have the right to terminate the licenses granted to LICENSEE
with respect to R-B Licensed Products under this Agreement by giving
written notice of termination to LICENSEE.  For purposes of this
Section 5.2, a material breach by LICENSEE shall mean and be limited to:
(i) an intentional and continuing breach of its obligations under Section 3
hereof or of the license restrictions in Section 2 hereof with respect to
Licensed Information relating to R-B Licensed Products; (ii) LICENSEE being
more than fifty thousand dollars ($50,000) in arrears on its payment
obligations herein that are not otherwise subject to a good faith dispute
between IBM and LICENSEE; or (iii) the failure by LICENSEE to submit
reports or permit audits as specified in Section 4.

5.3     If LICENSEE is in material breach of its obligations hereunder with
respect to R-F Licensed Products and IBM provides written notice to
LICENSEE specifying the nature of such breach, LICENSEE shall either cure
such breach or produce a plan for such cure reasonably acceptable to IBM
within sixty (60) days after such written notice.  If LICENSEE does not
provide a plan for cure, or comply with a plan reasonably acceptable to
IBM, IBM shall have the right to terminate the licenses granted to LICENSEE
with respect to R-F Licensed Products under this Agreement by giving
written notice of termination to LICENSEE.  For purposes of this
Section 5.3, a material breach by LICENSEE shall mean and be limited to an
intentional and continuing breach of its obligations under Section 3 hereof
or of the license restrictions in Section 2 hereof with respect to Licensed
Information relating to R-F Licensed Products.

5.4   In addition, in the event that LICENSEE engages in or suffers any of
the following events of default:

     (a)  becomes insolvent, is dissolved or liquidated, files or has filed
          against it a petition in bankruptcy, reorganization, dissolution
          or liquidation or similar action filed by or against it, is
          adjudicated as bankrupt, or has a receiver appointed for its
          business; or
          
     (b)  has all or a substantial portion of its capital stock or assets
          expropriated or attached by any government entity;
          
then LICENSEE shall promptly notify IBM in writing that such event has
occurred.  If any default as specified above in this Section 5.3 is not
cured, or an acceptable plan for such cure is not proposed within ninety
(90) days after written notice from IBM specifying the nature of the
default, IBM shall have the right to terminate this Agreement by giving
written notice of termination to LICENSEE.

5.5   This Agreement and any rights or licenses granted herein are personal
to the parties and neither shall assign or sublicense any of its rights or
privileges hereunder.  Any attempted act in derogation of the foregoing
shall be considered void.  Notwithstanding the foregoing, in the event of a
transfer by LICENSEE of all or substantially all of its assets or those of
the Laser Operations, LICENSEE shall have the right to assign this
Agreement to the purchaser of such assets, provided:  (i) such purchaser
agrees in writing to be bound by all terms and conditions hereof, (ii) in
the event that such purchaser and IBM are involved in any intellectual
property dispute at the time of such transfer, such purchaser shall resolve
such dispute to IBM's satisfaction; both as conditions precedents to the
effectiveness of such assignment.

5.6     No failure or delay on the part of IBM in exercising its right of
termination hereunder for any one or more causes shall be construed to
prejudice its right of termination for such causes or any other or
subsequent causes.

5.7  Upon termination of this Agreement, all licenses granted in Section 2
will automatically terminate, and LICENSEE shall promptly return to IBM or
destroy all tangible information containing Licensed Information.  The
confidentiality obligations of Section 3 will remain in effect beyond any
termination for the time period stated in Section 3.1.


Section 6.0 Representations and Warranties
          
6.1     IBM represents and warrants that:

     (a)  it has the full right and power to grant the licenses set forth
          in Section 2, that there are no outstanding agreements,
          assignments, or encumbrances inconsistent with the provisions of
          said licenses or with any other provisions of this Agreement;
          
     (b)  in the last two years it has not received any written claim or
          written notice from any third party alleging infringement or
          unauthorized use of any intellectual property rights owned by
          such party in relation to the Laser Operations;
          
     (c)  to the personal knowledge of the four most senior level
          executives among the Employees, as expressed to LICENSEE prior to
          the signing of this Agreement during due diligence, they do not
          believe the operation of the Laser Enterprise, as operated by IBM
          immediately prior to the Effective Date, infringes or makes
          unauthorized use of any intellectual property rights of any third
          party;
          
     (d)  subject to LICENSEE's compliance with all limitations and/or
          conditions contained in this Agreement and any of the other
          agreements relating to the sale of assets relating to the Laser
          Enterprise, LICENSEE shall be entitled to continue the operations
          of the Laser Enterprise, as being conducted by IBM on the
          Effective Date, without claim of infringement or other
          misappropriation of intellectual property rights by IBM or any of
          its Subsidiaries as to patent, copyrights, trade secret or other
          intellectual property rights owned by or licensed to IBM or any
          of its Subsidiaries; and
          
     (e)  to the personal knowledge of the most senior level executive
          among the Employees, IBM has not since March 1, 1995, licensed
          any improvements to the Licensed Technical Information relating
          to the Royalty-Free Products to any third party which was
          licensed by IBM prior to said date to manufacture Royalty-Free
          Products.
          
6.2     EXCEPT AS PROVIDED IN SECTION 6.1, NEITHER PARTY MAKES ANY OTHER
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, NOR DOES EITHER PARTY ASSUME ANY LIABILITY IN RESPECT OF ANY
INFRINGEMENT OF PATENTS OR OTHER RIGHTS OF THIRD PARTIES DUE TO THE OTHER
PARTY'S OPERATION UNDER THE LICENSES HEREIN GRANTED.

6.3     IBM's liability for breach of any of the representations and
warranties set forth above shall be subject to Section 7.2 of the Purchase
Agreement.


Section 7.0 Communications
          
7.1     All payments due after the Effective Date shall be made by electronic
funds transfer.  Any notice or other communication required or permitted to
be made or given to either party hereto pursuant to this Agreement shall be
sent to such party by facsimile or by registered airmail (except that
registered or certified mail may be used where delivery is in the same
country as mailing), postage prepaid, addressed to it at its address set
forth below, or to such other address as it shall designate by written
notice given to the other party.  Payments shall be deemed to be made on
the date of electronic funds transfer.  Notices or other communications
shall be deemed to have been given or provided on the date of sending.  The
addresses are as follows:

     (a)  For electronic funds transfers of payments:
          
          IBM Director of Licensing
          The Bank of New York
          48 Wall Street
          New York, New York 10286
          United States of America
          Credit Account No. 890-0209-674
          ABA No. 0210-0001-8
          
     (b)  For mailing to IBM:
          
          Director of Licensing
          International Business Machines Corporation
          500 Columbus Avenue
          Thornwood, New York 10594
          United States of America
          
     (c)  For facsimile transmission to IBM:
          
          (914) 742-6737
          
     (d)  For mailing to LICENSEE:
          
          Director, Intellectual Property
          Uniphase Corporation
          163 Baypointe Parkway
          San Jose, CA 95134
          
     (e)  For facsimile transmission to LICENSEE:
          
          (408) 954-0540
          

Section 8 Applicable Law
          
8.1   This Agreement shall be construed, and the legal relations between the
parties hereto shall be determined, in accordance with the internal laws of
the State of New York, United States of America, applicable to agreements
made and to be performed entirely within such state, without regard to the
conflicts of laws principles of such state.

8.2   Each of the parties waives its right to a jury trial and consents to
the jurisdiction of any state or federal court located within the State of
New York.  Each of the parties hereby:  (i) waives trial by jury,
(ii) waives any objection to venue of any action instituted hereunder and
(iii) consents to the granting of such legal or equitable relief as is
deemed appropriate by any aforementioned court.


Section 9 Miscellaneous
          
9.1     This Agreement may be executed by the parties hereto in one or more
counterparts, each of which shall be an original and all of which shall
constitute one and the same instrument.

9.2     Nothing contained in this Agreement shall be construed as conferring
any right to use in advertising, publicity, or other promotional activities
any name, trade name, trademark, trade dress or other designation of either
party hereto (including any contraction, abbreviation or simulation of any
of the foregoing), save as expressly stated herein.  Each party hereto
agrees not to use or refer to this Agreement or any provision hereof in any
promotional activity associated with apparatus licensed hereunder, without
the express written approval of the other party.

9.3   LICENSEE agrees not to export or re-export, or cause to be exported or
re-exported, any technical data received hereunder, or the direct product
of such technical data, to any country or person which, under the laws of
the United States, are or may be prohibited from receiving such technical
data or the direct product thereof.

9.4   This Agreement will not be binding upon the parties until it has been
signed herein below by or on behalf of each party, and in which event it
shall be effective as of the Effective Date.  No amendment or modification
hereof shall be valid or binding upon the parties unless made in writing
and signed as aforesaid.  This Agreement embodies the entire understanding
of the parties with respect to the subject matter hereof and merges all
prior discussions between them, and neither of the parties shall be bound
by any conditions, definitions, warranties, understandings or
representations with respect to the subject matter hereof other than as
expressly provided herein.

9.5   The headings of the several Sections are inserted for convenience of
reference only and are not intended to be a part of or to affect the
meaning of interpretation of this Agreement.

9.6   If any Section of this Agreement is found by competent authority to be
invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such Section in every other
respect and the remainder of this Agreement shall continue in effect so
long as the Agreement still expresses the intent of the parties.  If the
intent of the parties cannot be preserved, this Agreement shall be either
renegotiated or terminated.

9.7   In the event that Lasertron, Inc. requests IBM to provide any wafers
pursuant to the Lasertron Agreement within one (1) year from the Effective
Date, LICENSEE agrees that it will enter into suitable arrangements with
IBM to provide such wafers under the terms and conditions set forth in the
Lasertron Agreement, which terms and conditions are appended as Exhibit D.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly signed as of the date first written above.

UNIPHASE CORPORATION          INTERNATIONAL BUSINESS MACHINES
                              CORPORATION
                              
                              
By \s\ Danny E. Pettit        By \s\ Suzanne C. Lewis
                              
Name Danny E. Pettit          Name Suzanne C. Lewis
                              
Title Vice President, Finance Title Business Development
& CFO                         Consultant
                              

                                 EXHIBIT A
                                     
                             LICENSED PATENTS
                                     
                                     Issue or File
Patent/Application                        Date
Number                                 (DD/MM/YY)
                                            
     5,154,333                          13/10/92
     5,305,340                          04/19/94
     5,311,539                          10/05/94
     5,391,036                          21/02/95
     5,301,202                          05/04/94
     5,498,973                          12/03/96
     4,995,539                          26/02/91
     5,029,555                          09/07/91
     5,063,173                          05/11/91
     5,144,634                          01/09/92
     5,059,552                          22/10/91
     5,171,717                          15/12/92
     4,805,179                          14/02/89
     5,185,289                          09/02/93
     5,280,535                          18/01/94
     5,319,725                          07/06/94
     5,376,582                          27/12/94
     5,414,293                          09/05/95
     5,516,727                          14/05/96
     5,594,749                          14/01/97
     Appl. 721072                       26/09/96
     PCT/IB97/00055                     27/01/97
                                 EXHIBIT B
                                     
                      LICENSED TECHNICAL INFORMATION
                                     
I    LICENSED TECHNICAL INFORMATION FOR ROYALTY FREE PRODUCTS
     
     Process
     
     Documentation, as is, for each process used in the development and
     fabrication of the following royalty free laser products and the
     detailed procedure for carrying out each step of the fabrication.
     Descriptions identify the tools and equipment used, and specifies the
     in-process tests that are performed.
     
         QUALIFIED             IN        UNDER DEVELOPMENT
                         QUALIFICATION            
                                
     *    980 nm L-N     *    980 nm     *    980 nm narrow
      series (narrow      lasers for      stripe laser
      stripe lasers)      submarine       (300mW)
      -    120mW (linear  (70mW)         *    920...1020 nm
        power)           *    956 nm      narrow stripe
      -    150mW          broad area      lasers
     -    180mW           lasers (0.5)    (150...210mW)
      -    210mW          Watt)          *    910...980 nm
                                          broad area lasers
                                          (1W,4W)
     Process Materials
     
     Documentation, as is, for all materials used when making IBM's royalty
     free laser products, including information concerning vendors,
     material grades, and part numbers,
     
     Process Tools
     
     Documentation, as is, for tools employed when making IBM's laser
     chips.  This information comprises drawings and/or blueprints for jigs
     and tools such as the barhandler, facet coater, and bar tester, vacuum
     chuck, as well as details concerning the tools for lithography,
     etching and deposition, tools for material characterization and so
     forth.
     
     Video Tapes
     
     Tapes illustrating various process steps.
     
     Reliability Database
     
     Reliability data on IBM's royalty free products in computer readable
     form.
     
     Mask Set used for royalty free laser products processing
     
     1)   Laser - Development ZRL
          
               CSP Groove
               CSP NAM
               CVWAFMAP
               FUWA1
               FUWA2
               INP1
               LASER1
               LASER1P
               LASER2 (NEXUS)
               LASER3
               LASER4 (KORINTH)
               LASERX
               PULSE1
               REDARRAY
               SEGLASER
               SCLLD1
               PASSAGE
               VELNAM
               T2V2
               T3V1
               T13V1
               T14V1
               SOF1
               KOKIPHOT
               
     2)   Laser - Rests from EF
          
               RUESCHLIKON5170-5178
               FUWA113
               T2 LASER
               RS
               EPNPB
               PROTECT
               GOT2
               RUSHT2
               PULSE
               PAIRARC
               PASSAGE
               INP TO
               LASERX
               TTRNRN
               TNMETRP
               TVIAPR-VIA
               RIDGE LASER
               METALR
               TRIDRP
               TPMETRN
               TPMETRP
               RID2CN
               RID2CP
               G2 PRIME
                    
     E2 Prototype Tool
     
     Documentation, as is, for operation/maintenance of E2 Tool
          
     -    Assembly drawings, schematics, commercial components, spare parts
     -    Set-up manuals
          
II   LICENSED TECHNICAL INFORMATION FOR ROYALTY BEARING PRODUCTS:
     
     Documentation, as is, for:
     
     -    Full Wafer Technology_A batch processing technique capable of
          producing more than one edge emitting semiconductor lasers
          simultaneously.
          
     -    Red Lasers_Indium gallium phosphorus/aluminum gallium indium
          phosphorus/aluminum gallium arsenide semiconductor laser chips
          emitting red light at about 670nm, and having a quantum well
          ridge-type structure and aluminum gallium arsenide cladding
          layers.
          
     -    1300nm Lasers_Indium phosphorus/indium gallium arsenide
          phosphorus semiconductor laser chips emitting light at about
          1300nm and having a double heterostructure or quantum well
          structure.
          
                                 EXHIBIT C
                                     
           NON-COMMERCIAL COMPUTER PROGRAMS USED AT THE FACILITY
                                     
                           C-1 ASSIGNED PROGRAMS
                                     
1)   Autobar Tester Software (BT2MESS and BT2ANA, home build)
     
2)   Waveguide/optical simulation (MODE, home build)
     
3)   Laser Lifetest (home build)
     
4)   Thermal device simulation (HEAT, home build)
     
5)   Heat flow modeling (HETMOD, home build)
     
6)   Device simulation (MONTE on AIX)
     
7)   Waveguide simulation (WAGSI)
     
8)   Epi software for running the MBE and CBE system (home build)
     
9)   Software for ESCA system (home build)
     
10)  Quick turnaround Device test software (QTAT, home build)
     
11)  [intentionally left blank]
     
12)  Photo Luminescence software (home build)
     
                                     
                           C-2 LICENSED PROGRAMS
                                     
ISP Laser Cleaver Tool Program
     
                                 EXHIBIT D
                                     
          Exhibit G to the Lasertron Agreement follows this page.
                                     
                                 EXHIBIT G
                                     
                              WAFER MATERIAL
                                     
Till end of 1996 IBM will provide qualified and non-qualified epitaxially
grown wafers to LT.  Non-qualified epitaxially grown wafers are wafers out
of specification.  IBM is not committed to sell more than the maximum
number of wafers given in the below tables.  In 1997, epitaxially grown
wafers will be sold to LT only if LT placed an order in 1996, such that IBM
is able to grow those wafers in 1996.  Such an advanced order shall include
any information on the specification and structure necessary to grow the
wafers as well as the number of wafers needed by LT.  IBM is not committed
to sell any wafer material in 1998 and later.  The terms and conditions of
this bridge offering are as follows:

Qualified epitaxially grown wafers (3 quarters per wafer)

   Year     Price per wafer    price per wafer      maximum number/year       
            (0 - 25 wafers)   (26 - 50 wafers)
   1995         (   *   )         (    *   )          ( * )
   1996         (   *   )         (    *   )          ( * )
   1997(1)                                            ( * )
          
(1)   Subject to order by LT in 1996:  price on request only.

 * - Information redacted and filed separately with the SEC.


Non-qualified epitaxially grown wafers (2) (3 quarters per wafer)

   Year     Price per wafer            
            (0 - 20 wafers)   
   1995          (   *   )
   1996          (   *   )
   1997(3)            


(2)   Will be sold on the base of availability only.

(3)   Subject to order by LT in 1996:  price on request only.

 * - Information redacted and filed separately with the SEC.