Purchase Agreement - Uniphase Corp. and International Business Machines Corp.


                                    
                            Purchase Agreement
                                     
                                   among
                                     
                           Uniphase Corporation,
                                     
               International Business Machines Corporation,
                                     
                                    and
                                     
                       Uniphase Laser Enterprise AG
                                     
                                     
                                     
                                     
                                     
            __________________________________________________
                             TABLE OF CONTENTS
                                     
                                     
                                     
ARTICLE I.     PURCHASE AND SALE OF ASSETS.                    1
Section 1.1.     Transferred Assets.                           2
Section 1.2.     Excluded Assets.                              2
Section 1.3.     Consideration.                                2
Section 1.4.     Assumed Liabilities.                          2
Section 1.5.     Accounts Receivable.                          3
ARTICLE II.     CLOSING.                                       3
Section 2.1.     Closing Date.                                 3
Section 2.2.     Delivery by Buyer.                            3
Section 2.3.     Delivery by Seller.                           4
ARTICLE III.     TAX MATTERS.                                  5
Section 3.1.     Allocation of Purchase Price.                 5
Section 3.2.     Filing of Returns and Payment of              5
Taxes.
Section 3.3.     Refunds and Credits.                          6
Section 3.4.     Transfer Taxes.                               6
Section 3.5.     Tax Definitions.                              6
ARTICLE IV.      OTHER MATTERS.                                6
Section 4.1.     Consents and Subcontracted Work.              6
Section 4.2.     Employees and Employee Benefits.              7
Section 4.3.     Leased Property.                              9
Section 4.4.     Further Action.                               9
Section 4.5.     Transitional Services Agreement               9
Section 4.6.     Liens.                                        9
Section 4.7.     Relocation.                                  10
Section 4.8.     Due Diligence.                               10
Section 4.9.     Buyer Financial Statements.                  10
ARTICLE V.     REPRESENTATIONS AND WARRANTIES OF BUYER.       10
Section 5.1.     Incorporation.                               10
Section 5.2.     Authority.                                   10
Section 5.3.     No Conflict.                                 11
Section 5.4.     Governmental Consents - Buyer.               11
Section 5.5.     No Broker.                                   12
ARTICLE VI.     REPRESENTATIONS AND WARRANTIES OF             12
SELLER.
Section 6.1.     Incorporation.                               12
Section 6.2.     Authority.                                   12
Section 6.3.     No Conflict.                                 12
Section 6.4.     Governmental Consents - Seller.              13
Section 6.5.     No Broker.                                   13
Section 6.6.     Title to Personal Property.                  13
Section 6.7.     Actions, Suits, Proceedings.                 13
Section 6.8.     No Rights In Others To Transferred           13
Assets.
Section 6.9.     Contracts.                                   14
Section 6.10.    Licenses and Permits.                        14
Section 6.11.    Employee Union.                              14
Section 6.12.    Warranties Exclusive.                        14
Section 6.13.    Book Value.                                  14
ARTICLE VII.     GENERAL.                                     14
Section 7.1.     Survival of Representations and              15
Warranties.
Section 7.2.     Limitation of Liability.                     14
Section 7.3.     Public Announcements.                        15
Section 7.4.     Costs.                                       15
Section 7.5.     Bulk Sales.                                  15
Section 7.6.     Modification and Waiver.                     15
Section 7.7.     Governing Law.                               16
Section 7.8.     Notices.                                     16
Section 7.9.     Assignment.                                  17
Section 7.10.   Counterparts.                                 17
Section 7.11.   Guarantee.                                    17
      Section 7.12.    Entire Agreement                       17
SCHEDULES                                               
Schedule 1.1.        Asset Listing                      
Schedule 1.1.        Production Equipment               
Schedule 1.1.B.    Office Furniture/Equipment           
Schedule 1.1.C.    Inventory and Work in Process        
Schedule 1.1.D.    Accounts Receivable                  
Schedule 1.4.A.1. Assumed Liabilities                   
Schedule 1.4.B.    Internal Contracts with Seller or    
Seller
Schedule 3.1.       Allocation of Purchase Price        
Schedule 4.1.       Consents to Assignments             
Schedule 4.2.A.   Employees                             
Schedule 4.2.C.   Seller                                
Schedule 5.4.      Governmental Consents - Buyer        
Schedule 6.4.      Governmental Consents - Seller       
Schedule 6.7.      Actions, Suits, Proceedings          
Schedule 6.10.    Licenses and Permits                  
EXHIBITS                                                
Exhibit A:     Assumption Agreement                     
Exhibit B:     Bill of Sale                             
Exhibit C:     Transitional Services Agreement          
Exhibit D:     Seller Lease                             
Exhibit E:     Pension Matters                          
                                     
                                     
                                     
                                     

                                     
                                     
                            PURCHASE AGREEMENT


          THIS AGREEMENT, dated as of March 10, 1997, by and between
International Business Machines Corporation, a New York corporation
("Seller"), Uniphase Corporation, a Delaware corporation, and Uniphase
Laser Enterprise AG, a Swiss AG ("Buyer") (herein "Agreement");

                           W I T N E S S E T H:


          WHEREAS, Seller wishes to sell assets used in the manufacturing
of certain components (such assets being hereinafter referred to as the
"Transferred Assets") which business operations are currently conducted at
Seller's facility located at Reuschlikon, Canton Zurich, Switzerland; and

          WHEREAS, Buyer wishes to purchase from Seller, and Seller wishes
to sell to Buyer, the Transferred Assets for the purchase price and subject
to the terms and conditions hereinafter set forth;

          NOW, THEREFORE, in consideration of the premises set forth above
and the respective covenants, agreements, representations and warranties
hereinafter set forth, Buyer, Seller, and Uniphase Corporation
(collectively, the "Parties") hereby agree as follows:

Article I.     Purchase and Sale of Assets.

          Section 1.1.     Transferred Assets.      Upon the terms and
subject to the conditions hereof, as of the Closing Date (as defined in
Article 2.1 hereof), Seller hereby sells, transfers, conveys, assigns and
delivers to Buyer, and Buyer hereby purchases and accepts from Seller, all
right, title and interest of Seller in and to the items of equipment and
office furniture, and assets, including work in progress and accounts
receivable, listed on the sub-schedules of Schedule 1.1 hereto and spare
parts, as available for any of the items listed thereon, but excluding cash
accounts.  Intellectual property matters are addressed exclusively in the
Patent License Agreement and Technology License Agreement between the
Parties, dated as of the date of this Agreement (herein the "Intellectual
Property Agreements") and except as provided in Section 7.2. are not
otherwise a subject matter of this Agreement.

          All such scheduled assets and Assumed Liabilities (as defined
below) of Seller are collectively referred to herein as the "Transferred
Assets."  Wherever used in this Agreement, the term "affiliate" of any
person or entity shall mean any person or entity which is controlling,
controlled by or under common control with such person or entity.

          Seller shall also assign applicable third party warranties on the
Transferred Assets, to the extent legally permissible, and without
responsibility for compliance by the warranty grantors.

          Section 1.2.     Excluded Assets.      Notwithstanding anything
to the contrary in this Agreement or any agreements contemplated by this
Agreement, the following assets (collectively, the "Excluded Assets") will
be retained by Seller, and are excluded from the Transferred Assets:

          (a)  any interest in or right to use any trademark or service
mark owned by Seller or any of its affiliates, any associated logo or any
derivative of any thereof, either alone or in conjunction with other words;

          (b)  except as set forth in Schedule 1.4.B., any interest in any
contractual arrangement with Seller or any of its affiliates;

          (c)  all other assets of Seller or any of its affiliates not
expressly listed on Schedule 1.1 hereto; and

          (d)  except as provided in the Seller Lease (as defined in
Section 2.2(c) below), any interests of Seller or any of its affiliates in
real property.

          Section 1.3.     Consideration.     The Purchase Price for the
Transferred Assets and the licenses granted under the Intellectual Property
Agreements shall be $45,000,000 (forty-five million dollars).  Buyer shall
pay to Seller by electronic funds transfer, such sum in immediately
available funds at the Closing, in U.S. dollars.

          Section 1.4.     Assumed Liabilities.

          (a)  At the Closing, Seller will assign and transfer to Buyer,
and Buyer will assume, and thereafter shall fully perform and discharge, on
a timely basis and in accordance with their respective terms, the
liabilities and obligations of Seller listed on Schedule 1.4.A.1. and
Schedule 1.4.A.2., hereto (the "Assumed Liabilities").  Without limiting
the generality of the foregoing, except for the Assumed Liabilities and the
Buyer's obligations to the Employees under Swiss law, Buyer is not assuming
or undertaking any obligations or liabilities of Seller, to any assets or
contracts which are not included in the Transferred Assets or the Assumed
Liabilities.  Buyer is assuming and undertaking, and Seller shall not
remain liable for, any obligations or liabilities of Seller, contingent or
otherwise, whenever asserted, relating to periods prior to the Closing
Date, and work performed during such periods with respect to the Assumed
Liabilities, as set forth on Schedule 1.4.A.2., and such obligations and
liabilities are specifically included in the Assumed Liabilities.  The
Assumed Liabilities shall, except as otherwise set forth herein, exclude
liabilities and obligations of Seller with respect to periods prior to the
Closing Date, including, without limitation, any liabilities or payments
accruing with respect to the Assumed Liabilities for periods prior to the
Closing Date.  Any rights, liabilities and obligations of Seller to or from
any of its affiliates will not be transferred to Buyer, other than as set
forth in Schedule 1.4.B.

          (b)  The Parties will each use reasonable efforts to obtain
written consents to the transfer and assignment to Buyer of the Transferred
Assets and Assumed Liabilities, where the approval or other consent of any
other person may be required.  The Parties shall cooperate (including,
where necessary, entering into appropriate instruments of assumption as
shall be agreed upon) to have Seller released from all liability to third
parties with respect to the Assumed Liabilities, and the Parties will each
solicit such releases concurrently with the solicitation of consents from
third parties to the transfer and assignment to Buyer of the Transferred
Assets and the Assumed Liabilities; provided, that, neither Party shall be
required to grant any additional consideration to any third party in order
to obtain any such consent or release.

          Section 1.5.     Accounts Receivable.     The accounts receivable
listed on Schedule 1.5 are part of the Transferred Assets.  Such accounts
receivable are transferred subject to collection, with no representations
as to collectibility, or as to any minimum amount to be provided.  If such
accounts receivable exceed $5.5 million U.S., Buyer will repay such excess
to Seller within 15 business days of collection and in no event later than
90 days after the date of this Agreement.  If Buyer has notified Seller
within such 90-day period that Buyer has determined a portion of such
accounts receivable to be uncollectible, and if some accounts receivable
are deemed to be uncollectible as determined in good faith by both Parties,
the Seller shall receive from the Buyer no later than six months after the
Closing a final balancing payment for such uncollectible receivables; the
remaining accounts receivable transferred above $5.5 million U.S., reduced
by an amount calculated under the following formula:  the product of (i)
such uncollectible amounts, divided by the total accounts receivable
transferred at Closing; times (ii) the result of the total accounts
receivable transferred at Closing, less $5.5 million U.S.  An exchange rate
of 1.48 Swiss Francs for each U.S. dollar will be applied for those
receivables denominated in Swiss Francs.

Article II.     Closing.

          Section 2.1.     Closing Date.     The closing of the
transactions provided for in this Agreement (the "Closing") shall take
place on the date hereof (the "Closing Date") at the offices of Seller.
All transactions provided for herein to occur on and as of the Closing Date
shall be deemed to have occurred simultaneously and to be effective as of
the close of business on the Closing Date.

          Section 2.2.     Delivery by Buyer.     At the Closing, Buyer
will deliver or cause to be delivered to Seller the following:

          (a)  payment of the Purchase Price in the manner specified in
Article 1.3 hereof;

          (b)  an Assignment and Assumption Agreement substantially in the
form of Exhibit A hereto (the "Assumption Agreement"), duly executed by
Buyer and assigning the Assumed Liabilities to Buyer;

          (c)  Laboratory Real Estate Lease in the form of Exhibit D hereto
(the "Seller Lease"), duly executed by Buyer.

          (d)  Transitional Services Agreement in the form of Exhibit C
hereto, duly executed by Buyer;

          (e) an extract from the Swiss Commercial Register of Buyer
certified by the Commercial Register, and a copy of the Certificate of
Incorporation of Uniphase Corporation certified by the Secretary of State
of the State of Delaware; and

          (f)  a certificate of the Secretary of Uniphase Corporation as to
the By-laws of Uniphase Corporation and the resolutions of Uniphase
Corporation, and a power of attorney of the only member of the board of
directors of Buyer, authorizing the execution, delivery and performance of
this Agreement, the Intellectual Property Agreements, the Seller Lease, the
Assumption Agreement, the Transitional Services Agreement, and the future
Swiss Pension Transfer Agreement by either Buyer or Uniphase Corporation,
as applicable, and the persons acting on behalf of Buyer, executing such
Agreements and any document delivered in connection with such agreements at
the Closing.

          Section 2.3.     Delivery by Seller.     At the Closing, Seller
will deliver or cause to be delivered to Buyer the following:

          (a)  a bill of sale substantially in the form of Exhibit B hereto
(the "Bill of Sale"), duly executed by Seller, effectively vesting in Buyer
all right, title and interest of Seller in and to the tangible personal
property included in the Transferred Assets as provided in this Agreement;

          (b)  the Assumption Agreement, duly executed by Seller;

          (c)  the Seller Lease, duly executed by Seller;

          (d)  the Transitional Services Agreement, duly executed by
Seller;

          (e)  a certificate of the Secretary of Seller as to the By-laws
of Seller, and the delegations authorizing the execution, delivery and
performance of this Agreement, the Intellectual Property Agreements, the
Bill of Sale, the Seller Lease, the Assumption Agreement, the Transitional
Services Agreement and the future Swiss Pension Transfer Agreement, and as
to the incumbency of all officers of Seller executing this Agreement and
any document delivered in connection with this Agreement at the Closing.

Article III.     Tax Matters.

          Section 3.1.     Allocation of Purchase Price.     Buyer and
Seller agree on an estimated allocation of the Purchase Price as set forth
in Schedule 3.1. to the extent necessary to permit the making of timely
transfer tax filings.   In addition, as soon as practicable after the
Closing Date, but in no event not later than 90 days prior to the due date
of the Internal Revenue Service Form 8594, Buyer shall provide to Seller
proposed statements ("Allocation Statements") allocating the total of the
Purchase Price (and other payments properly treated as additional Purchase
Price for Tax purposes) to the different Transferred Assets as set forth in
Schedule 3.1., pursuant to Section 1060 of the Internal Revenue Code of
1986, as amended, and the Treasury Regulations promulgated thereunder
(hereinafter, the "Code").  Seller will agree to Buyer's proposed
Allocation Statements.

          Buyer and Seller shall each file all income, franchise and other
Tax Returns (as defined below), and execute such other documents as may be
required by any governmental authority, in a manner consistent with the
Allocation Statements.  Buyer shall prepare the Form 8594 under Section
1060 of the Code based on the Allocation Statements and deliver such form
and all documentation used in the preparation and support of such
Allocation Statements and form (including, but not limited to, appraisals)
to the Seller within 30 days after finalization of the Allocation
Statements.  The Buyer and the Seller agree to file such form with each
relevant taxing authority and to refrain from taking any position
inconsistent with such form or Allocation Statements.

          Notwithstanding the above provision, Buyer agrees to indemnify
and hold Seller harmless from and against any and all liability for Taxes
resulting from any reallocation of the Purchase Price that differs from the
estimated allocation as set forth in Schedule 3.1.  For purposes of
calculating the amount of any Taxes in the preceding sentence, it shall be
assumed that such Taxes are payable at the highest effective statutory
corporate income tax rates that could apply to Seller, as applicable, for
the relevant period.

          Section 3.2.     Filing of Returns and Payment of Taxes.
Seller shall prepare and file, or cause to be prepared and filed, with the
appropriate authorities all Tax (as defined below) returns, reports and
forms (herein "Tax Returns") and shall pay, or cause to be paid, when due
all Taxes relating to the Transferred Assets attributable to any taxable
period which ends on or prior to the Closing Date (herein "Pre-Closing Tax
Period").  Buyer shall prepare and file, or cause to be prepared and filed,
with the appropriate authorities all Tax Returns, and shall pay, or cause
to be paid, when due all Taxes relating to the Transferred Assets
attributable to the period which is not part of the Pre-Closing Tax Period.
If, in order to properly prepare its Tax Returns or other documents
required to be filed with governmental authorities, it is necessary that a
party be furnished with additional information, documents or records
relating to the Transferred Assets, both Seller and Buyer agree to use
reasonable efforts to furnish or make available such information at the
recipient's request, cost and expense provided, however, that no party
shall be entitled to review or examine the Tax Returns of any other party.

          Section 3.3.     Refunds and Credits.

          Any refunds and credits attributable to the Pre-Closing Tax
Period shall be for the account of the Seller and any refunds and credits
attributable to the period which is not part of the Pre-Closing Tax Period
are for the account of the Buyer.

          Section 3.4.     Transfer Taxes.

          All transfer, documentary, sales, use, registration, value-added
taxes and any similar taxes (including real estate transfer taxes) incurred
in connection with this Agreement and the transactions contemplated hereby
shall be borne by Buyer, in addition to the consideration in Section 1.3.
To the extent legally able to do so, Buyer and Seller shall cooperate with
each other to obtain exemptions from such taxes, including the value added
tax and the preparation of necessary documentation, provided that neither
party shall be obligated to seek any exemption that would require any
governmental audit of its books and records.

          Section 3.5.     Tax Definitions.

          For purposes of this Agreement, "Tax or Taxes" means all taxes,
imposts, duties, withholdings, charges, fees, levies, or other assessments
imposed by any governmental or taxing authority, whether domestic or
foreign, including but not limited to, income, gross receipts, excise,
property, sales, use, transfer, conveyance, payroll or other employment
related, license, ad valorem, value added, withholding, social security,
national insurance (or other similar contributions or payments), franchise,
estimated severance, stamp taxes, taxes based upon capital stock or net
worth and other taxes (including interest, fines, penalties, or additions
attributable to or imposed on or with respect to, any such taxes, charges,
fees levies or other assessments).

Article IV.      Other Matters.

          Section 4.1.     Consents and Subcontracted Work.     Seller and
Buyer shall use reasonable efforts to obtain, in a reasonable amount of
time and no later than four months after the Closing Date unless
impractical, all requisite consents to assignments and novations, as the
case may be, of all of the Transferred Assets and the Assumed Liabilities.
The Parties will cooperate and use reasonable efforts in obtaining such
consents and novations in accordance with the provisions of this Agreement.
The material consents to assignment that have been identified at this time
are listed on Schedule 4.1.  If any such required consents cannot be
secured without the incurring of any significant additional costs, the
Parties shall enter into such other arrangements with respect to the
underlying rights and obligations as shall permit Buyer to perform the
obligations of Seller thereunder, as a subcontractor or otherwise, and
Buyer to obtain the sole benefit thereof (the "Subcontracted Work"); and
until the requisite consents are obtained, such obligations shall not be
deemed to be included in the Assumed Liabilities and nothing contained
herein shall be deemed to constitute a breach of the contract underlying
such rights and obligations.  Buyer agrees to diligently perform and
discharge the obligations of Seller in connection with the Subcontracted
Work; and if and to the extent that consents to assignment are obtained
after the Closing Date, Buyer agrees that such obligations shall no longer
be considered to be Subcontracted Work, but shall instead be deemed to be
Assumed Liabilities for all purposes of this Agreement.

          The Seller hereby transfers to the extent it has the legal right
to do so and subject to the applicable license agreements with the
licensors, its royalty-free usage rights to the shrink-wrap personal
computer software (also known as conditions of use software) being used in
the normal course of the Seller's Zurich laser chip production by the
Employees, if such software is installed as of March 7, 1997 on the
computers which are among the Transferred Assets. If such software
copyrights are owned by the Seller, Seller's license terms and conditions
continue to apply.

          Section 4.2.     Employees and Employee Benefits.

          (a)  Schedule 4.2.A. contains a list of some of the individuals
employed by the Seller at the date hereof (including active employees and
employees who are on leave of absence; sick leave or disability leave)
(herein the "Employees").

          (b)  The employment relations of the Employees are assumed by the
Buyer, together with all rights and obligations, from the date of the
Closing.

          (c)  The Buyer agrees to use reasonable efforts to provide
comparable benefits.  It being understood that the Buyer may not be in a
position to provide all the ancillary benefits currently provided by the
Seller to the Employees.  The Buyer has  knowledge of  the Seller's Swiss
Staff Member Manual.  The Seller and the Buyer shall comply with their
respective obligations under Article 333 of the Swiss Code of Obligations.
However, the Seller shall not continue to provide or ensure these benefits
after the Closing Date to the Buyer's Employees.  The Buyer assumes all
liabilities for the failure to perform.  The Buyer shall provide for the
appropriate amendments in the employment agreements.

          (d)  The Buyer agrees as promptly as is practicable from the
Closing Date to establish a new defined occupational pension plan (the
"Buyer's Plan") to provide the transferred Employees with pension benefits
that are at least substantially comparable with the benefits that are
provided to such Employees under the Seller's two pension benefit plans
according to Exhibit E.  The Buyer's Plan shall provide for the
participation of such Employees therein as of the Closing Date, and provide
that in applying any length of service requirement for participation or
vesting and in determining the benefits, each such Employee shall be
credited with prior service as shown in the records of the Seller,
according to the Seller's rules for service credit, and with the eligible
compensation under the Seller's plan's during the period.  The Seller shall
provide the Buyer the documents listed in schedules to Exhibit E to
establish and administer the Buyer's plan with respect to each Employee's
pension benefits, eligible compensation and service prior to the Closing
Date.

          (e)  For the free movement of capital between the pension funds
and for the partial liquidation of a pension fund the Parties agree to
comply with the Free Movement Statue (Freizugigkeitsgesetz).  The assets
shall be calculated according to the Swiss law (BVG and FZG).  According to
Article 23 (1) of the FZG, the plan of distribution shall be approved by
the official supervisory body.

          (f)  These pension provisions are more fully set forth in Pension
Matters, Exhibit E and its schedules and attachments. Upon transfer of the
Transferred Pension Assets (as defined in Exhibit E) to the Buyer's Plan
(as defined in Exhibit E) the Buyer's Plan shall assume all liabilities of
the Seller's Plans for the pension benefits for the Employees and such
transfer shall be in full discharge of all obligations of the Seller's
Plans for the pension benefits.

          (g)  Buyer shall be responsible for liabilities with respect to
all employment matters concerning the employment of the Employees after the
Closing, including the termination of any Employees by Buyer after the
Closing and damages or settlements arising out of any claims of wrongful or
illegal termination, and for complying with the requirements of all
applicable laws with respect to any such termination.

          (h)  Buyer agrees to employ the Employees in the Zurich,
Switzerland area, utilizing the Transferred Assets, for at least twenty-
four months following the Closing.

          (i)  For three years from the date of this Agreement, Seller will
not solicit for employment or employ in any capacity any individual who,
within 12 months prior to the date of new hire, has been an Employee
transferred as part of this Agreement.  For three years from the date of
this Agreement, Buyer shall not solicit for employment or employ in any
capacity any individual who, within 12 months prior to the date of new
hire, has been an employee of Seller or its Affiliates working or employed
at Seller's Zurich laboratory, other than Employees.

          (j)  Buyer shall be responsible for obtaining any necessary work
permits for any Employee required under applicable law, as of and after the
Closing.  Seller shall reasonably cooperate with Buyer on such matters.
Seller will provide Buyer with a letter which describes the transfer of the
Employees in the form as has been agreed between the Swiss counsel of the
Seller and Buyer on the Closing Date.

          (k)  Subject to the Employees' employment agreements or the terms
of any new employment contract between such Employees and Buyer, and
applicable law, the Buyer retains its right  to terminate any Employee for
cause.  Nothing in this Agreement shall be deemed to convey any rights to
any Employee as a third party beneficiary of any obligation of Buyer to
Seller hereunder.

          Section 4.3.     Leased Property.     The Swiss representatives
of the Buyer and the Seller have negotiated a Seller Lease in the form of
Exhibit D, under Swiss law, for the lease to Buyer from Seller of real
estate following the Closing.

          Section 4.4.     Further Action.     Each of the Parties agrees
to execute and deliver after the Closing Date such other documents,
certificates, agreements and other writings and to take such other actions
as may be necessary, in the opinion of counsel, in order to consummate or
implement expeditiously the transactions contemplated hereby.  In addition,
Seller agrees, promptly upon the request of Buyer, and at no additional
expense to Seller, other than the expenses associated with the preparation
of appropriate instruments of assignment, to take all actions reasonably
requested by Buyer to perfect the transfer to Buyer of the Transferred
Assets.  The March 1997 payroll for Employees will be paid to the Employees
by Seller under its standard Swiss monthly payroll system. No later than
April 30, 1997, Buyer will pay Seller's invoice for Buyer's proportionate
share of the March payroll, including any applicable social security,
pension plan contributions, and similar sums. Buyer's invoiced payment will
equal a sum calculated by multiplying the total monthly payroll for the
Employees by a fraction, (1) the numerator of which will be the number of
days remaining in March after the Closing Date and (2) the denominator of
which will be 31. (Hypothetically, if the Closing Date is March 10, the
fraction would be 21/31).  Seller shall be responsible for all accrued,
unused vacation through March 10,1997, with respect to the Employees and
shall pay to Buyer on or prior to March 30,1997, an amount equal to the
value of Seller's salary due for such accrued unused vacation.

          Section 4.5.     Transitional Services Agreement.     The Swiss
representatives of the Buyer and the Seller have negotiated a Transitional
Services Agreement in the form of Exhibit C, under Swiss law, to handle
services to be provided to the Buyer by the Seller after the Closing.

          Section 4.6.     Liens.     Within thirty days after notice to
Seller of attachment, Seller shall clear all material title liens or
encumbrances upon title attaching to the Transferred Assets after the
Closing Date which arise due to acts or failures to act of Seller prior to
or on the Closing Date.  If Seller is unable to clear all material title
liens or encumbrances upon title within thirty (30) days after notice,
Seller shall complete any action necessary to provide Buyer with materially
unencumbered title to the Transferred Assets.  In the event that Seller
shall fail to take such action within the time periods specified in this
Section 4.6, to clear such liens and encumbrances under Swiss law, Buyer
shall have the right to take such action as it deems reasonably necessary
to clear such liens or encumbrances upon title and to obtain reimbursement
for its out-of-pocket costs, plus interest at the simple rate of 10% per
annum, from Seller.

          Section 4.7.     Relocation.     The Buyer and Seller agree that
the Transferred Assets are being prepared and positioned for a sale and a
physical relocation out of their current facilities.  No representations or
characterizations as to the Seller's ordinary course of business, the
maintenance condition or operation of the Transferred Assets or the results
to be obtained from those assets are being made.

          Section 4.8.     Due Diligence.     This sale includes the
transfer, by operation of and subject to Swiss law, of the Employees,
performing substantially the same work as that being performed by those
employees for the Seller.  The Buyer has engaged in such due diligence
effort as it has deemed appropriate prior to signing this Agreement.  The
sale of the Transferred Assets is based upon the results of that due
diligence and there has been no reliance upon the representations or
statements of Seller, to Uniphase Corporation or Buyer, other than the
written representations set forth in the Seller's representations in
Article VI of this Agreement, or in the Intellectual Property Agreements,
the Transitional Services Agreement or the Seller Lease.

          Section 4.9.     Buyer Financial Statements.     Seller will
cooperate with Buyer and Buyer's auditors to permit Buyer and Buyer's
auditors to timely prepare and file financial statements relating to the
Transferred Assets, prepared by the Buyer in accordance with United States
generally accepted accounting principles and the rules and regulations of
the Securities and Exchange Commission.

Article V.     Representations and Warranties of Buyer.

          Buyer hereby represents and warrants to Seller as follows:

          Section 5.1.     Incorporation.     Buyer is a duly incorporated
and validly existing corporation under the laws of Switzerland, with all
requisite corporate power and authority to own its properties and conduct
its business.

          Section 5.2.      Authority.     Buyer has the requisite
corporate power and authority to execute and deliver each of this
Agreement, the Intellectual Property Agreements, the Seller Lease and
Assumption Agreement, and the Transitional Services Agreement, and to
perform its obligations under each of the foregoing.  Each of this
Agreement, the Intellectual Property Agreements, the Seller Lease and
Assumption Agreement, and the Transitional Services Agreement, has been
duly and validly authorized, executed and delivered by Buyer and
constitutes the valid and binding agreement of Buyer in accordance with its
respective terms.  No other corporate proceedings on the part of Buyer are
necessary to authorize this Agreement, the Intellectual Property
Agreements, the Seller Lease and Assumption Agreement, and the Transitional
Services Agreement and the transactions contemplated by any of the
foregoing.

          Section 5.3.     No Conflict.     The execution and delivery by
Buyer of each of this Agreement, the Intellectual Property Agreements, the
Seller Lease, the Assumption Agreement, and the Transitional Services
Agreement, does not, and the performance of its obligations hereunder and
thereunder, will not:

          (a)  conflict with, or result in a breach of, any of the
provisions of its Certification of Incorporation or By-Laws;

          (b)  breach, violate or contravene any applicable law, rule or
regulation of any state or of the United States or any political
subdivision thereof or of Switzerland or any political subdivision thereof,
or any order, writ, judgment, injunction, decree, determination or award,
or create any right of termination or acceleration or encumbrance that in
the aggregate would have a material adverse effect on its authority or
ability to perform either its obligations under this Agreement, the
Intellectual Property Agreements, the Seller Lease, the Assumption
Agreement , the Transitional Services Agreement or the Assumed Liabilities;
or

          (c)  conflict in any respect with, or result in a breach of or
default under, any contract, license, franchise, permit or any other
agreement or instrument to which it is a party or by which it or any of its
properties may be affected or bound that in the aggregate would have a
material adverse effect on its authority or ability to perform its
obligations under this Agreement, the Intellectual Property Agreements, the
Seller Lease, the Assumption Agreement, or the Transitional Services
Agreement.

          Section 5.4.     Governmental Consents - Buyer.     Other than as
set forth on Schedule 5.4., no material consent, approval or authorization
of, or designation, declaration or filing with, any governmental agency or
authority on the part of Buyer is required in connection with the execution
or delivery by Buyer of this Agreement, the Intellectual Property
Agreements, the Seller Lease, the Assumption Agreement, and the
Transitional Services Agreement or the consummation by Buyer of the
transactions contemplated by any of the foregoing, other than the
authorization in connection with the Seller Lease, according to the Swiss
Lex Friedrich to be obtained by Seller, and other than the authorization of
the competent authorities with respect to the transfer of the foreign
Employees having work permits from Seller to Buyer, to be obtained by Buyer
and other than the future Swiss Pension Transfer Agreement and the fact
that Uniphase Corporation has formed Buyer in Switzerland to utilize the
Transferred Assets, which will require a filing in the Swiss Commercial
Register.

          Section 5.5.     No Broker.     Buyer and Uniphase Corporation
have  engaged no corporation, firm or other person who is entitled to any
fee or commission as a finder or a broker in connection with the
negotiation of this Agreement or the consummation of the transactions
contemplated hereby, and Buyer shall be responsible for all liabilities and
claims (including costs and expenses of defending against same) arising in
connection with any claim by a finder or broker that it acted on behalf of
Buyer or Uniphase Corporation in connection with the transactions
contemplated hereby.

Article VI.     Representations and Warranties of Seller.

          Seller hereby represents and warrants to Buyer as follows:

          Section 6.1.     Incorporation.     Seller is a duly incorporated
and validly existing corporation in good standing under the laws of the
State of New York, with all requisite corporate power and authority to own
its properties and conduct its business, and is duly qualified in each
jurisdiction in which its ownership of property requires such qualification
except where the failure to so qualify would not have a material adverse
effect upon the Transferred Assets or the ability of Seller to perform its
obligations hereunder.

          Section 6.2.     Authority.     Seller has the requisite
corporate power and authority to execute and deliver this Agreement, the
Seller Lease and Assumption Agreement, the Bill of Sale, the Transitional
Services Agreement and the Intellectual Property Agreements, and to perform
its obligations under each of the foregoing.  Each of this Agreement, the
Seller Lease and Assumption Agreement, the Bill of Sale, the Transitional
Services Agreement, and the Intellectual Property Agreements, has been duly
and validly authorized, executed and delivered by Seller and constitutes
the valid and binding agreement of Seller in accordance with its respective
terms.  No other corporate proceedings on the part of Seller are necessary
to authorize this Agreement, the Intellectual Property Agreements, the
Seller Lease and Assumption Agreement, the Bill of Sale, and the
Transitional Services Agreement, and the transactions contemplated by any
of the foregoing.

          Section 6.3.     No Conflict.     The execution and delivery by
Seller of this Agreement, the Intellectual Property Agreements, the Seller
Lease and Assumption Agreement, the Bill of Sale, and the Transitional
Services Agreement does not, and the performance by Seller of its
obligations hereunder and thereunder will not:

          (a)  conflict with, or result in a breach of, any of the
provisions of its Certificate of Incorporation or By-Laws;

          (b)  breach, violate or contravene any applicable law, rule or
regulation of the United States or any political subdivision thereof, or
Switzerland or any political subdivision thereof, or any order, writ,
judgment, injunction, decree, determination or award, or create any right
of termination or acceleration or encumbrance that, in the aggregate would
have a material adverse effect on the Transferred Assets; or

          (c)  conflict in any respect with, or result in a breach of or
default under, any contract, license, franchise, permit or any other
agreement or instrument to which Seller is a party or by which it or any of
the Transferred Assets may be bound that in the aggregate would have a
material adverse effect on the Transferred Assets (except for agreements
and instruments that require the consent or approval of a third party for
the transactions contemplated by this Agreement).

          Section 6.4.     Governmental Consents - Seller.     Other than
as set forth on Schedule 6.4, no material consent, approval or
authorization of, or designation, declaration or filing with, any
governmental agency or authority on the part of Seller is required in
connection with the execution or delivery by Seller of this Agreement, the
Intellectual Property Agreements, the Seller Lease, the Assumption
Agreement, the Bill of Sale, or Transitional Services Agreement or the
consummation by Seller of the transactions contemplated by any of the
foregoing other than the authorization in connection with the Seller Lease,
according to the Swiss Lex Friedrich to be obtained and other than the
future Swiss Pension Transfer Agreement.

          Section 6.5.     No Broker.     Seller has engaged no
corporation, firm or other person who is entitled to any fee or commission
as a finder or a broker in connection with the negotiation of this
Agreement or the consummation of the transactions contemplated hereby, and
Seller shall be responsible for all liabilities and claims (including costs
and expenses of defending against same) arising in connection with any
claim by a finder or broker that it acted on behalf of Seller in connection
with the transactions contemplated hereby.

          Section 6.6.     Title to Personal Property.      Seller has good
and marketable title to all tangible personal property listed on Schedules
1.1.A., 1.1.B., 1.1.C., hereto, free and clear of any material liens or
encumbrances.

          Section 6.7.     Actions, Suits, Proceedings.     Other than as
set forth on Schedule 6.7, there are no actions, suits, or proceedings
pending or, to Seller's knowledge, threatened against the Transferred
Assets, at law or in equity, including any administrative proceedings with
any regulatory authority; and no third party claims have been asserted
against Seller or its affiliates with respect to the Transferred Assets.
There is no existing default by Seller or, to the knowledge of Seller, any
of its affiliates with respect to any judgment, order, writ, injunction or
decree of any governmental authority or arbitrator which materially
adversely affects the Transferred Assets.

          Section 6.8.     No Rights In Others To Transferred Assets.
Neither Seller nor any affiliate of Seller is party to any outstanding
contracts or other arrangements giving any person any present or future
right to require Seller to transfer to any person any ownership or
possessory interest in, or to grant any lien on, any of the Transferred
Assets, other than pursuant to this Agreement.

          Section 6.9.     Contracts.     Schedule 1.4.A. contains a true
and complete list of all material customer or vendor contracts constituting
the Transferred Assets.  Seller has performed or is performing all material
obligations required to be performed by it under such contracts and is not
(with or without notice, lapse of time or both) in breach or default in any
material respect thereunder; and, to the knowledge of Seller, no other
party to any of such contracts is (with or without notice of time or both)
in breach or default in any material respect thereunder.

           Section 6.10.     Licenses and Permits.     Seller or its
affiliates have the licenses and permits and other governmental
authorizations and approvals as set forth on Schedule 6.10.  All such
licenses and permits held by Seller which are material to the use of the
Transferred Assets are valid and in full force and effect.  Buyer has made
its own investigation of such matters and is responsible for obtaining such
regulatory approvals for its operations after the Closing.  To the personal
knowledge of the four most senior level executives among the Employees, as
expressed to the Buyer prior to the signing of this Agreement during due
diligence, they do not believe the operation of the Transferred Assets, as
operated by the Seller immediately prior to the date of this Agreement,
violated any applicable law.

          Section 6.11.     Employee Union.      No union organizing
activities are in progress or, to Seller's knowledge, threatened at
Seller's facilities concerning the Employees.

          Section 6.12.     Exclusive Warranties.     Except for the
express representations and warranties made by Seller in this Article VI,
Seller makes no representation or warranty, express or implied, concerning
the Transferred Assets, it being specifically understood by Buyer that,
except for the express warranties set forth in this Article VI, the
Transferred Assets are being sold "AS IS" in all respects.  SELLER
SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR SUITABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE OF BUYER'S, WHETHER OR NOT SELLER HAS
BEEN MADE AWARE OF ANY SUCH PURPOSE.  SELLER SHALL NOT BE RESPONSIBLE FOR
ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF BUYER WHATSOEVER,
INCLUDING LOSS OF PROFITS OR GOODWILL, IN CONNECTION WITH THIS TRANSACTION.

          Section 6.13.     Book Value.     Seller makes no representations
or warranties as to the book value, for tax or for accounting purposes, of
any of the Transferred Assets.

Article VII.     General.

          Section 7.1.     Survival of Representations and Warranties.
All representations and warranties made by the Parties in this Agreement or
any agreement contemplated by this Agreement shall survive the Closing for
a period of twenty-four (24) months after the Closing Date, provided, that,
the representations and warranties in respect of Taxes shall survive the
Closing Date until the applicable period of limitation on assessment or
refund of any relevant Tax has expired.

          Section 7.2.     Limitation of Liability.     Unless the
application of this Section is specifically excluded in writing,
notwithstanding anything to the contrary set forth in this Agreement, the
Bill of Sale, the Seller Lease, the Assumption Agreement, the Transitional
Services Agreement, or the Intellectual Property Agreements, Seller shall
not be liable hereunder or thereunder for any amounts with respect to the
breach of a representation and warranty unless and until such amounts shall
exceed in the aggregate amount $250,000 (the "Limitation Amount"), in which
case Seller shall only be liable with respect to the excess over the
Limitation Amount.  In addition, in no event shall Seller's liability with
respect to the breach of representations and warranties exceed $11,000,000
in the aggregate.

          Section 7.3.     Public Announcements.     Under Article 181(2)
of the Swiss Code of Obligations the Seller may be jointly and severally
liable to third parties for its transferred business activities for two
years from a notification or publication date of this transaction following
the Closing.  The Parties shall each individually have the right to decide
whether to publicize the transaction of the assets and/or to inform
personally or by circular letter the relevant creditors, customers and
vendors.  Any disclosures in connection with commercial relationships shall
not reveal the Purchase Price of this Agreement.  Notwithstanding the
foregoing, each Party shall have the right, in its sole discretion, to make
such disclosures as it may deem necessary or advisable to any governmental
agencies or instrumentalities or regulatory bodies.

          Section 7.4.     Costs.     Each Party shall be responsible for
the costs and expenses incurred by it in the negotiation, execution and
delivery of this Agreement and, except as otherwise provided elsewhere in
this Agreement, the consummation of the transactions contemplated hereby.

          Section 7.5.     Bulk Sales.     Buyer and Uniphase Corporation
hereby waive compliance with any applicable bulk sales or similar laws in
the United States or Swiss jurisdictions.  Buyer intends to discharge the
Assumed Liabilities in accordance with their terms and the Buyer agrees
that the Seller shall have no liability for any failure of Buyer to
discharge the Assumed Liabilities in accordance with their terms.

          Section 7.6.     Modification and Waiver.     No modification or
waiver of any provision of this Agreement and no consent by any Party
hereto to any departure therefrom shall be effective unless in a writing
referencing the particular article of this Agreement to be modified or
waived and signed by a duly authorized officer of each Party, and the same
will only then be effective for the period and on the conditions and for
the specific instances and purposes specified in such writing.

          Section 7.7.     Governing Law.     This Agreement has been
delivered at and shall be deemed to have been made at Armonk, New York, and
shall be interpreted, and the rights and liabilities of the parties hereto
determined, in accordance with the laws of the State of New York applicable
to agreements executed, delivered and performed within such State, without
regard to the principles of conflicts of laws thereof, provided, however,
that the Parties agree to apply and comply with all mandatory provisions of
the laws of Switzerland applicable to this transaction as a matter of Swiss
public policy, which provisions are applicable regardless of the Parties
choice of law.

          As part of the consideration for value this day received, each of
the Parties hereby consents to the jurisdiction of any state or federal
court located within the county of Westchester in 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.  These consents and waivers apply to all the
agreements contemplated by this Agreement.

          Section 7.8.     Notices.     All notices and other
communications hereunder shall be in writing and shall be deemed to have
been duly given and shall be effective (a) when delivered by messenger or
courier, or (b) five days after deposit for mailing by registered or
certified mail, postage prepaid, return receipt requested, when also
transmitted by telecopy, as follows:

          (a)  if to Seller, to:

               International Business Machines Corporation
               Old Orchard Road
               Armonk, New York 10504
               Attention:  Paul L. Sterne


               with a copy to:

               Gregory C. Bomberger, Esq.


          (b)  if to Buyer or Uniphase Corporation, one copy to:

               Uniphase Laser Enterprise AG
               c/o Uniphase Corporation
               163 Baypoint Parkway
               San Jose, California 95134
               Attention:  Dan E. Pettit


               with a copy to:

               Morrison & Foerster, LLP
               755 Page Mill Road
               Palo Alto, California 94304

               Attention:  Michael E. Phillips, Esq.

or to such person or address as either of the parties shall hereafter
designate to the other from time to time by similar written notice.

          Section 7.9.     Assignment.     This Agreement shall be binding
upon, and inure to the benefit of, and be enforceable by, the successors
and assigns of the Parties; provided, that, no Party may assign its rights
hereunder without the written consent of the other Party.

          Section 7.10.     Counterparts.     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.

          Section 7.11.     Guarantee.     Uniphase Corporation hereby
guarantees the performance, as and when due, by the Buyer of all Buyer
obligations under this Agreement, the Patent License Agreement, the
Technology License Agreement, the Seller Lease, the Agreement for Exchange
of Confidential Information between Buyer and Seller signed March 10,1997,
and the Transitional Services Agreement referenced herein, including,
without limitation, the payment by the Buyer of the consideration set forth
in Section 1.3. of this Agreement and all amounts payable by Buyer under
the other documents referenced above.

          Section 7.12.     Entire Agreement.     This Agreement (including
its schedules and exhibits), together with the Patent License Agreement,
the Technology License Agreement, the Transitional Services Agreement, and
the Seller Lease, all dated the same date hereof, by and among the Seller
and either Uniphase Corporation or the Buyer, and the Confidentiality and
Nondisclosure Agreement, dated November 22, 1996, between Uniphase
Corporation and Seller, comprise the entire agreement between the Parties
with respect to the subject matter hereof and supersede all prior
agreements, understandings and representations, oral or written, between
Seller, Buyer, and Uniphase Corporation relating hereto.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the date and year first
above written.



UNIPHASE CORPORATION                         INTERNATIONAL BUSINESS
                                             MACHINES CORPORATION


By:    \s\ Danny E. Pettit                   By:    \s\ Suzanne C. Lewis

Title:  Vice President, Finance and CFO      Title:  Business Development
                                                      Consultant


Uniphase Laser Enterprise AG



By:    \s\  Danny E. Pettit

Title:  Vice President, Finance and CFO

                                 SCHEDULES
Schedule 1.1.  Asset Listing
               Schedule 1.1. is comprised entirely of the following
Schedules:
                    1.1.A.
                    1.1.B.
                    1.1.C.
                    1.1.D.
Schedule 1.1.A.     Production Equipment
Schedule 1.1.B.     Office Furniture/Equipment
Schedule 1.1.C.    Inventory and Work in Process
Schedule 1.1.D.     Accounts Receivable Report
Schedule 1.4.A.1.  Assumed Liabilities
Schedule 1.4.A.2.  Assumed Liabilities
Schedule 1.4.B.    Internal Contracts with Seller or Seller's affiliates
that will be                  transferred to Buyer
Schedule 3.1.  Allocation of Purchase Price
Schedule 4.1.  Consents to Assignments
Schedule 4.2.A.     Employees
Schedule 4.2.C.     Seller's Swiss Staff Member Manual
Schedule 6.7.      Actions, Suits, Proceedings
Schedule 6.10.     Licenses and Permits
Exhibit A:               Assumption Agreement
Exhibit B:               Bill of Sale
Exhibit C:               Transitional Services Agreement
Exhibit D:               Seller Lease
Exhibit E:               Pension Matters




                                     
                                     
Schedule 1.1.A Production Equipment and
Schedule 1.1.B Office Furniture/Equipment
     These schedules contain a detailed description of each of the assets
including furniture, production equipment and computer equipment acquired
for the operations of Uniphase Laser Enterprise.


Schedule 1.1.C Inventory and Work in Progress
     This schedule contains the number of chips in inventory as of the
close date.



Schedule 1.1.D Accounts Receivable Report.
     The schedule contains a detail listing of aged accounts receivable by
customers for a total amount of $7.0 million as of the close date.



Schedule 1.4.A.1    Assumed Liabilities - Contracts
     The schedule contains a listing of contracts for services and
agreements assumed as of the close date.


Schedule 1.4.A.2    Assumed Liabilities
     A detailed listing of capital services, and materials ordered but not
received that have been assumed as of the close date.



Schedule 1.4.B Internal Contracts with Seller or Seller's affiliates that
will be transferred to Buyer.
     A listing of IBM contracts that were transferred to the buyer as of
the close date.


Schedule 3.1        Allocation of Purchase Price
     An allocated schedule of the assets acquired as of the close date.



Schedule 4.1        Consent to Assignments
     A listing of contracts that require the consent of a third party to be
transferred or terminated/novated to/with Buyer.



Schedule 4.2.A Employees
     A listing of employees in Uniphase Laser Enterpriseas of the closed
date.



Schedule 4.2.C Seller's Swiss Staff Member Manual
     A copy of the Swiss Staff Member Manual.



Schedule 6.4        Government Consents - Seller
     A listing of governmental consents.



Schedule 6.7        Actions, Suits, Proceedings
     There are no actions, suits, or proceedings to report.



Schedule 6.10  Licenses and Permits
     A listing of licenses and permits which are material to the use of the
Transferred Assets.



                    ASSIGNMENT AND ASSUMPTION AGREEMENT
          dated as of March 10, 1997 (this "Agreement"), between
          UNIPHASE LASER ENTERPRISE AG, a Swiss AG ("Buyer"), and
               INTERNATIONAL BUSINESS MACHINES CORPORATION,
                    a New York corporation ("Seller").

          WHEREAS Buyer, Seller and Uniphase Corporation have entered into
a Purchase Agreement dated as of March 10, 1997 (the "Purchase Agreement"),
providing for, among other things, the purchase by Buyer of the Transferred
Assets from Seller; and

          WHEREAS, in conjunction with such purchase, Seller desires to
sell, transfer, convey, assign and deliver to Buyer all of Seller's rights,
title and interest in and to the Assumed Liabilities, which form part of
the Transferred Assets.

          NOW, THEREFORE, in consideration of the mutual convenants and
undertakings contained herein, and subject to and on the terms and
conditions herein set forth, the parties hereto agree as follows:

          1.   Defined Terms.  Terms defined in the text of this Agreement
shall have such meaning throughout this Agreement.

          2.   Other Terms.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Purchase Agreement.
Nothing contained herein shall be deemed to alter or amend the terms and
provisions of the Purchase Agreement, and in the event of any conflict
between the terms and provisions of this Agreement and the Purchase
Agreement, the terms and provisions of the Purchase Agreement shall be
deemed to govern and be controlling in all circumstances.

          3.   Assignment.  Seller hereby irrevocably sells, transfers,
conveys, assigns and delivers to Buyer all of its right, title and interest
in and to the Assumed Liabilities.

          4.   Assumption.  Buyer does hereby accept such sale, transfer,
conveyance, assignment and delivery of all of seller's right, title and
interest in and to the Assumed Liabilities by Seller and, subject to the
terms of Section 1.4 of the Purchase Agreement, assumes all obligations and
liabilities of Seller thereunder.

          5.   Effective time.  The assignment by Seller, and the
acceptance thereof by Buyer, of the Assumed Liabilities, pursuant to this
Agreement, shall be effective as of the date hereof.

          6.   Noncontravention.  Pursuant to Section 4.1 of the Purchase
Agreement, certain of the Assumed Liabilities may require the consent of
third parties to any assignment.  Such assignments to Buyer are made
subject to the obtaining of such consents and shall be effective as of the
date of such consent.  The execution of this Agreement shall not be
interpreted, and is not intended to be interpreted, as any action taken by
Seller that would be contrary to the terms and conditions of any contract
requiring the consent of any third party to such assignment.  Buyer and
Seller shall fully cooperate with each other in an attempt to obtain such
consents, as set forth in the Purchase Agreement.

          7.   Notices.  All notices and other communications hereunder
shall be as set forth in the Purchase Agreement.

          8.   Amendment.  This Agreement may be amended, modified or
supplemented, and any provision hereof may be waived, only by written
agreement of the parties hereto.

          9.   Headings.  The headings contained in this Agreement are for
reference purposes only and shall not limit or otherwise affect the meaning
or interpretation of this Agreement.

          10.  Governing Law.  This Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be
governed by, the laws of the State of New York without reference to its
principles of conflict of law.

          11.  Severability.  If any one or more provisions contained in
this Agreement, or the application of such provision to any person or
circumstance, shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.

          12.  Third Party Actions.  Seller and Buyer hereby agree to
cooperate in defending or prosecuting any claims or litigation relating to
the transfer of title as provided herein, and to make available and furnish
appropriate documents and testimony in connection therewith.

          13.  Seller's Obligations.  Seller hereby covenants and agrees to
execute and deliver all such other further instruments of conveyance,
assignment and transfer and all such other notices, releases, acquittance,
powers of attorney and other documents, and do all such other acts and
things as may be necessary to more fully convey and assign to buyer, or its
successors or assigns, all right, title and interest in and to the Assumed
Liabilities conveyed, assigned and transferred to or acquired by Buyer
pursuant to this Agreement, including, without limitation, filings with any
governmental entity, authority or instrumentality, domestic or foreign.

          14.  Assignment.  Pursuant to Section 7.9 of the Purchase
Agreement neither this Agreement nor any of the rights or obligations
hereunder shall be assigned by either party hereto without the prior
written consent of the other party, such consent not to be unreasonably
withheld, except that Buyer may assign any or all of its rights and
obligations hereunder to one or more Affiliates.  Any purported assignment
of this Agreement other than in accordance with this paragraph 17 shall be
null and void and of not force or effect.




          18.  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 and shall become a
binding Agreement when one or more of the counterparts have been signed by
each of the parties and delivered to the other party.




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the
day and year first above written.


                              UNIPHASE LASER ENTERPISE AG


                              by:   \s\ Danny E. Pettit

                               Title:   Vice President, Finance and CFO



                              INTERNATIONAL BUSINESS
                              MACHINES CORPORATION


                              by:  \s\  Suzanne C. Lewis

                               Title:   Business Development Consultant


                               BILL OF SALE
                                     



       Bill of Sale and Assignment (this "Bill of Sale") dated as of
                  March 10, 1997 , between International
     Business Machines Corporation, a New York corporation ("Seller"),
          and Uniphase Laser Enterprise AG, a Swiss AG ("Buyer").
                                     
                                     
                                     
          Buyer, Seller, and Uniphase Corporation, a Delaware corporation,
have entered into a Purchase Agreement dated as of March 10, 1997 (the
"Purchase Agreement"), for the sale by Seller to Buyer of certain
Transferred Assets as described in the Purchase Agreement.  All capitalized
terms not otherwise defined herein shall have the respective meanings
provided in the Purchase Agreement.

          NOW THEREFORE, for good and valuable consideration (including the
payment by Buyer of the purchase price for the Transferred Assets), the
adequacy and receipt of which are hereby acknowledged:

          1.   Seller does hereby sell, assign, transfer, convey and
deliver (collectively, "sell") to Buyer, free and clear of all obligations
and liabilities except as expressly provided herein or in the Purchase
Agreement:

          2.   This Bill of Sale shall not constitute a waiver of any
rights and remedies of Buyer under the Purchase Agreement with respect to
any of the Transferred Assets hereby sold to Buyer.

          3.   Upon request of Buyer, Seller shall do, execute, acknowledge
and deliver all such further acts, assurances, deeds, assignments,
transfers, conveyances and other instruments and papers as may be required
to sell to and vest in Buyer, and protect Buyer's right, title and interest
in and enjoyment of, the Transferred Assets and as otherwise may be
appropriate to carry out the transactions contemplated by the Purchase
Agreement.  Pursuant to Section 4.1 of the Purchase Agreement, to the
extent that any Transferred Asset may not be sold to Buyer without the
consent of any other party, this Agreement shall not constitute a sale or
attempted sale thereof if such sale or attempted sale requires a consent.
Such sale shall occur immediately after receipt of the applicable consent.

          4.   This Bill of Sale shall be governed by and construed in
accordance with the internal laws of the State of New York applicable to
agreements made and to be performed entirely within such State, without
regard to the conflicts of law principles of such State.

          5.   In the event any one or more of the provisions contained in
this Bill of Sale should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any way be affected or
impaired thereby.  The parties shall endeavor in good-faith negotiations to
replace the invalid , illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

          6.   This Bill of Sale is executed pursuant to the Purchase
Agreement and is entitled to the benefits and subject to the provisions
thereof and shall bind and inure to the benefit of the parties and their
respective successors and assigns.

          IN WITNESS WHEREOF, the parties have caused this Bill of Sale to
be duly executed as of the day and year first above written.



UNIPHASE LASER ENTERPRISE AG       INTERNATIONAL BUSINESS
MACHINES CORPORATION


By:  \s\ Danny E. Pettit                By:  \s\ Suzanne C. Lewis

Title:  Vice President, Finance and CFO      Title:  Business Development
Consultant




                                     
                                     
                                     
                                     
                                     

                            Services Agreement
                        (the "Services Agreement")

                                  between

Uniphase Laser Enterprise AG, Zug,
c/o Treuhand von Flue AG, Grienbachstrasse 17, 6301 Zug
(hereinafter referred to as the "Lessee")
                                                  on one hand
                                    and

International  Business Machines Corporation, Zurich  Research  Laboratory,
Saumerstrasse 4, CH- 8803 Ruschlikon,
(hereinafter referred to as the "Lessor")
                                            on the other hand
                                     

                           ____________________
       
       
       Whereas, the Lessor wishes to sell Uniphase Corporation and  to  the
       Lessee,  and Uniphase Corporation and the Lessee wishes to  purchase
       from  the  Lessor the Transferred Assets as defined in the  Purchase
       Agreement (as defined below)
       
       Whereas,  the Lessee, Uniphase Corporation and the Lessor  for  this
       purpose  have  entered into purchase agreement dated  of  even  date
       herewith (hereinafter referred to as the "Purchase Agreement"), and
       
       Whereas, the Lessor and the Lessee have entered into a Lease
       Agreement for certain offices, cleanroom, wet and dry laboratories,
       and common rooms in the premises of Saumerstrasse, Ruschlikon,
       Switzerland, owned by the Lessor, during a transitional period
       following the execution of the Purchase Agreement (hereinafter
       referred to as the "Lease Agreement"); and

       Whereas, the Lessor and the Lessee intend, during such transitional
       period following the execution of the Purchase Agreement to provide
       and receive partly on mandatory and partly on optional basis
       respectively certain basic support and administrative services; and

       Whereas, on the other hand, the Parties agree that there are
       certain services which Lessor provides for its departments, which
       will not be available to the Lessee.
       
       Now therefore in consideration of the mutual covenants and
       undertakings herein contained the parties hereto agree as follows:


1. Subject Matter of the Agreement

       1.1.    The subject matter of the Services Agreement is to set
           forth the conditions under which Lessor will provide services
           to the Lessee for the term of the Lease Agreement. In this
           respect it is to be distinguished between:
       
           a)    Such services which the Lessee has the duty and the
             right to make use of and the Lessor has the obligation to
             provide for the term of the Lease Agreement (hereinafter
             referred to as "Mandatory Services"); and
           
           b)    such services which the Lessee may, at its option, take
             advantage of (hereinafter referred to as "Optional
             Services").
       
       1.2.    The Lessee acknowledges and agrees that the Lessor is
           offering no services other than those hereinbefore mentioned
           and which are hereinafter defined as Mandatory and Optional
           Services.


2. Mandatory Services

       2.1.    Mandatory Services including specific prerequisites and
           conditions of the same are set forth in Schedule 1.
       
       2.2.    The Lessor undertakes with the execution of the Services
           Agreement to provide the mandatory services in accordance with
           the remaining provisions of this agreement for the entire term
           of the Lease Agreement.
       
       2.3.    The Contracting Parties agree that according to the
           provisions of Section 9.7. and 10.1. of the Lease Agreement
           they are obligated to make use of or to carry out the Mandatory
           Services for as long as the term of the Lease Agreement lasts.
       
3. Optional Services

       3.1.    The Optional Services which may be required by the Lessee
           for the term of the Services Agreement are set forth in
           Schedules 2 and 3.
       
       3.2.    Schedule 2 sets forth such Optional Services including the
           specific prerequisites and conditions which the Lessee may
           request in writing from the Lessor (hereinafter referred to as
           "Optional Services Category 1").
       
       3.3.    Schedule 3 sets forth a general description of such
           services which the Lessor is offering to the Lessee whereby the
           prerequisites and the conditions have not been set forth
           (hereinafter referred to as "Optional Services Category 2").
       
          In the event that the Lessor wishes to take advantage of any
           such individual service, the Parties shall enter into an
           additional agreement regarding such services. Any such
           additional agreement shall supplement the Services Agreement by
           way of a Schedule thereto. As far as such additional agreement
           does not foresee any special regulation, the rules of the
           Services Agreement shall be applicable.
       
       3.4.    The Lessee acknowledges and agrees that the Lessor shall
           carry out all such Optional Services as shall be required
           according to the availability of the same whereby the Lessor,
           in using its resources, may primarily take into account its own
           needs.
       
       3.5.    The Lessee is aware that in the event the Lessee calls
           upon third parties for the purpose to carrying out the Services
           of model shop, electronic services, shared tools, cafeteria,
           self-service model shop (as referenced in Optional Services
           Category 1. Schedule 2), the provision thereof shall occur
           outside the Site. The facilities of the Lessor cannot be used
           for this purpose.
       

4. Extent and Provision of Services

       4.1.    The Lessor agrees to provide the services under this
           Services Agreement with the appropriate care and diligence.
       
          The standard of assistance on the part of the Lessor is to be
           measured with respect to the contents as well as the standard
           of care, in accordance with the past services of the Lessor of
           the particular service within its enterprise.
       
          The Lessee confirms that as a result of the level of knowledge
           of such employees as it has assumed, it has adequate knowledge
           of the standard of the previous provision of services.
       
       4.2.    The Lessor is entitled to call upon third parties for the
           purpose of carrying out the services hereunder.
       

5. Place of Performance

       The place of performance of all of the services provided for in the
       Services Agreement is in the Leased Premises according to the Lease
       Agreement.


6. Deadlines

       6.1.    Inasmuch as no distinct rule has been agreed to in
           writing, the Lessor shall provide the services during working
           days only, from Monday to Friday, from 8.00 a.m. till 5.00
           p.m., according to the availability of the resources pursuant
           to Section 3.4. hereof.
       
       6.2.    In the event that circumstances beyond its own control,
           namely the failure of third party suppliers to observe
           deadlines should lead to postponements on the part of the
           Lessor, then deadlines shall be correspondingly postponed.

7. Term of the Agreement

       7.1.    The term of the Services Agreement shall begin on the
           Closing Date of the Purchase Agreement and shall remain in
           force for as long as the Lease Agreement shall remain in
           effect.
       
       7.2.    Upon termination of the entire Lease Agreement, the
           Services Agreement shall terminate automatically.
       

8. Early Termination of Individual Service Requirements

       8.1.The Mandatory Services have been agreed to for the entire term
           of the Services Agreement and the Lease Agreement. Except in
           case of the early termination of the entire Lease Agreement, it
           may not be terminated early by either the Lessor or the Lessee.
       
       8.2.Any item of the Optional Services Category 1 may be terminated
           by both Parties by means of written notice with a notice period
           of 60 days effective as of the end of the calendar month next
           following the expiration of the notice period.
       
          The Lessor shall remain obligated for the remaining term of
           this agreement to provide Optional Services Category 1
           according to the remaining provisions of the Services
           Agreement.
       
       8.3.With respect to the termination of the provision of Optional
           Services of Category 2 the same shall be governed by the
           relevant terms of the individual supplementary agreement
           entered into with respect thereto.
       

9. Duty to provide Information on the Part of the Lessee

       The Lessee shall provide to the Lessor all information reasonably
       required by the Lessor for the Lessor to perform its obligations
       hereunder.


10. Liability
       
       10.1.   Each Party is solely responsible and liable for its
           employees and its respective performance under this Services
           Agreement.
       
       10.2.   The Lessor shall not have any liability to the Lessee with
           respect to the performance of its obligation pursuant to the
           Services Agreement, except for direct damages subject to the
           limitation in Section 10.4. incurred by the Lessee as a result
           of the breach of the Services Agreement by the Lessor. In no
           event will the Lessor be liable to the Lessee for loss of
           revenue or profits or any indirect damages including claims of
           third parties.
       
       10.3.   Should the subject matter of the Services Agreement be the
           provision of products which the Lessor for its part is
           obviously provided with by a third party, the Lessor shall only
           be liable to the Lessee to the extent that the third party
           supplier has provided the Lessor with a warranty and is liable
           to the Lessor.
       
       10.4.   If damages do not exceed SFr. 5'000.-- per event, the
           Lessor shall not be liable. If damages exceed SFr. 5'000.-- the
           Lessor's total liability for such event will be limited to SFr.
           200'000.--. However, the cumulative liability of the Lessor
           during the term of the Services Agreement will not exceed SFr.
           1'000'000.--. This limitation shall not apply in case of
           personal injury.
       
       10.5.   Notwithstanding the foregoing, the Lessor shall not be
           liable for any failure of performance attributable to acts or
           events (including, but not limited to, war, conditions or
           events of nature, government acts or regulations, civil
           disturbances, work stoppage, power failures, failure of
           telephone lines and equipment, fire and flood) beyond the
           control of the Lessor which rendered performance by it
           hereunder impossible.
       
       10.6.   Any further liability or warranty is excluded.
       
       
11. Intellectual Property

       The Parties will agree to negotiate intellectual property rights
       for intellectual property that arises from the result of the work
       performed by Lessor for the Lessee hereunder under Optional
       Services Category 1 / Model Shop and Electronic Services prior to
       the provision of such services.


12. Remuneration

       12.1.   The remuneration of the Mandatory Services is set forth in
           Schedule 1.
       
       12.2.   The remuneration of the Optional Services Category 1 is
           set forth in Schedule 2.
       
       12.3.   The remuneration of the Optional Services Category 2 shall
           be determined by the relevant terms of the individual
           supplementary agreement entered into with respect thereto.

       12.4.   The remuneration for the supplied services shall be
           invoiced at the end of each month. Unless the Lessee does not
           react within thirty days from the receipt of the invoice, the
           acceptance thereof is deemed. The payment shall occur within 30
           days from the date of the invoice.

13. Compliance with Laws

       13.1. The Lessor represents that it will provide the services under
           this Services Agreement in compliance with the applicable laws
           for example environmental protection laws.
       
       13.2. The Lessee represents that it will use the services under
           this Services Agreement in compliance with the applicable laws
           for example environmental protection laws.


14. Final Provisions

       14.1.   The Services Agreement shall be governed by and construed
           in accordance with the laws of Switzerland.
       
       14.2.   In case any provision of the Services Agreement shall be
           held invalid, illegal or unenforceable, the validity, legality
           and enforceability of the remaining provisions shall not in any
           way be affected or impaired thereby.
       
       14.3.   The court of jurisdiction is Horgen.
       
       14.4. This Agreement supersedes any and all previous agreements
           whether written or oral with respect to the subject matter and
           may not be amended unless in writing.
       
       
                           ____________________
                                     
Place, Date                    Place, Date
3-10-97                        3-10-97
The Lessee                     The Lessor
\s\ Danny E. Pettit            \s\ Suzanne C. Lewis

                                                                           
                            Mandatory Services
       
1. Building Operations Services
       
   1.1.For  the  purposes  of  the  Services Agreement  building  operation
       services  mean the performance of all maintenance necessary  to  the
       building and the Leased Premises and to integral parts thereof.  All
       measures  which  affect the building are exclusively  controlled  by
       the Lessor.
       
       According  to  Section 9.7. and Section 10.1 of the Lease  Agreement
       the Lessor shall carry out the following services:
       
       a)   Laboratory   rearrangements  (excluding  construction   related
       projects)
       b) Maintenance
       c) Repairs
       d) Installations and changes on installations
       e) Janitor Service
       f) Cleaning
       g) Recycling
       
   1.2.Fit  up  arrangements  are  not included.  Repairs  and  maintenance
       services are not provided for the Lessee's assets.
       
   1.3.Dependent  on the urgency, the Lessor shall carry out the  requested
       services.  The Lessor may set priorities. The Lessor will  set  high
       priority   to   temperature  and  humidity  control  of  cleanrooms,
       maintaining the emergency electrical system and maintaining  cooling
       water.
   
   1.4.The  Lessor's contact person is Otto Buchegger. The Lessee's contact
       person is Kurt Muller.
       
       
2. Chemical Services
       
   2.1.Chemical  services  cover  all those measures  and  transactions  in
       connection with chemicals.
       
       Chemical services include following services:
       
       a) Authorization
       b) Internal supply of chemicals
       c) Control
       d) Waste disposal
       e) Education and support
       f) Storage
       
   2.2.The Lessor has the right to exercise control over chemicals used  on
       the site.
   
   2.3.All  orders  of  chemicals must be authorized  by  the  Lessor.  The
       Lessor  may  refuse a request of order of the Lessee for  reasonable
       safety  reasons or if the storage of the requested quantities cannot
       be reasonably guaranteed.
       
       However,  the  Lessee shall be responsible for the punctual  request
       of  the  necessary  orders with due regard of the  handling  of  the
       request by the Lessor and of the time for delivery.
       
   2.4.The  Lessor  will take delivery of the chemicals and check  them  in
       respect  of the ordered quantity. No quality checks will be  carried
       out by the Lessor.
   
   2.5.The  Lessor will store all the delivered chemicals of the Lessee  in
       the  appropriate  premises  in  an  identifiable  manner.  Once  the
       chemicals  are  delivered to the Lessee, the Lessee  is  responsible
       for  the  storage  and usage in accordance with  the  rules  of  the
       Safety Manual as mentioned under Section 3.1. of this Schedule.
   
   2.6.The  Lessor  is prepared to give further reasonable advice,  counsel
       and  provide  for  the  education of  the  Lessee's  employees  upon
       request by the Lessee.
       
   2.7.During  working time as referred to in Section 6.1. of the  Services
       Agreement  the Lessor will use all reasonable effort to provide  for
       the  performance of chemical services at any time the  Lessee  deems
       it necessary.
   
   2.8.The  Lessor's  contact  person for request  of  orders  and  further
       advice  is  Hugo  Ritter.  The  Lessee's  contact  person  is  Peter
       Roentgen.
       
       
3. Safety Services
       
   3.1.Safety services provided for the protection of the employees.
       
       Safety services include following services:
       
       a) Control of new equipment/Installations
       b) Advice and counsel
       c) Safety equipment and material
       d) Education
       e) Safety manual
       
   3.2.The  safety  of all delivered new equipments and installation  shall
       be  checked  by  the Lessor according to the Safety Manual  and  the
       usual  standards of the Lessor. The control of the Lessor  does  not
       include  further  inspections. The control by the  Lessor  does  not
       relieve the Lessee of his liabilities.
   
   3.3.The  Lessor has published for use on the site only a Safety  Manual,
       where  all  essential safety rules are entailed. The  Lessee  is  in
       possession of this manual and must strictly follow these rules.
       
   3.4.The  Lessor  is ready to give further reasonable advice and  provide
       for  the  education of the Lessee's employees upon  request  by  the
       Lessee.
       
   3.5.The  Lessor's  contact person is Hugo Ritter. The  Lessee's  contact
       person is Peter Roentgen.
       
   3.6.Notwithstanding   the   foregoing,   the   Lessee   is   exclusively
       responsible for the safety of its employees.
       
       
4. Security Services
       
   4.1.Security  measures  include all measures to  ensure  the  authorized
       entrance and use of the building.
       
       Security services include following services:
       
       a) Guard service
       b) Access system
       c) Controls
       
   4.2.   Such security services are provided by the Lessor.
   
   4.3.The  Lessee must strictly follow such measures. He has no competence
       to  introduce  new measures. For the use of the badges reference  is
       made to Section 8.3 of the Lease Agreement.
   
   4.4.The   Lessee  agrees  that  his  employees  will  continue   at   an
       appropriate  level to participate in the Lessor's  fire-brigade  and
       First Aid organization as long as they are on site.
   
   4.5.The   Lessor's  contact  person  for  security  services   is   Otto
       Buchegger. The Lessee's contact person is Kurt Muller.
       
       
5. Receiving Services
       
   5.1.The  Lessor will provide for the acceptance of goods which  are  not
       delivered by postal service.
   
   5.2.The  Lessee shall notify to the Lessor of deliveries within 24 hours
       in advance.
   
   5.3.Except  for chemicals and equipments/installations, the Lessor  does
       not control the delivered merchandise.
   
   5.4.The  Lessor's  contact person for receiving service is Hans  Schmid.
       The Lessee's contact person is Ursula Breitschmid.
       
       
6. Reception Services
       
   6.1.The Lessee may use within regular working hours all the services  of
       the switchboard.
   
   6.2.Separate  phone and fax numbers will be assigned and the costs  will
       be  charged  to  the  Lessee.  However, eight  telephone  lines  are
       included.
   
   6.3.The Switchboard is responsible for the reception of customers.
   
   6.4.Contact  person  for  the reception services  is  Lilli  Pavka.  The
       Lessee's contact person is Anastasia Cosman.
   
   
7. Remuneration
       
       7.1. No remuneration for the Mandatory Services is due by the
          Lessee until the 30. June 1998.
       
       7.2. Unless the space occupied by the Lessee exceeds the rented
          space of 68.1 meters square, during the period from 1. July 1998 
          until 31. December 1998 no remuneration for the Mandatory Services 
          will be due for this period. Otherwise, if additional space is 
          occupied by the Lessee the charge for Mandatory Services will be 
          SFr. 36'000.-- per month.
       
       7.3.  As  of 1. January 1999 the Lessee must pay SFr. 36'000.--  per
          month  for  the  provision of Mandatory Services, independent  of
          the leased surface.

                                                                           
                                                                           
                       Optional Services Category 1
       
       
1. Model Shop & Electronic Services
       
       1.1.  Under  model  shop & electronic services the Parties  includes
          all   the   labor  that  is  related  to  designing,  developing,
          fabricating  and  maintaining, mechanical and  electronic  parts,
          tools,  assemblies  and software which may directly  support  the
          development  of  future products as well as the production  line.
          Therefore the Lessee's equipment may be maintained, repaired  and
          improved. Whereas the electronic services concern measures  which
          deal  exclusively  with electronic matters,  be  it  hardware  or
          software,  the model shop concern all other work to the  Lessee's
          equipment.
       
          Model shop & electronic services include :
          a)Direct  involvement in development of new test- and fabrication
            equipment
          b)Design  and  fabrication of tools and assemblies not  available
            on the open market
          c)                           Laboratory Automation
          d) Consulting
       
       1.2.  The  Lessor  shall carry out the above mentioned  services  on
          written request and specification of the Lessee.
       
          The   Lessor,  however,  may  refuse  the  performance   in   its
          discretion.   The  interests  of  the  Lessor's   business   have
          priority.
          
          The   deadlines  shall  be  determined  in  a  separate   written
          agreement.
       
       1.3.  For  the  model shop services the Lessee shall  pay  a  hourly
          compensation of SFr. 159.--
       
          For  the  electronic  services the  Lessee  shall  pay  a  hourly
          compensation of SFr. 161.--
       
          The  prices  do  not  include costs and  expenses  for  the  used
          material. These will be charged to the Lessee.
       
       1.4.  The  Lessor's  contact  persons for model  shop  & electronic
          services  is  Urs  Bapst. The Lessee's contact  person  is  Peter
          Roentgen.
       
       
2. Information System (I/S)
       
       2.1.  Information system services are divided into the  explicit  or
          dedicated services and implicit services.
       
          Explicit services are those where an I/S employee directly  works
          for  the Lessee, e.g. when installing or repairing a workstation,
          when  building up a special LAN for the Lessee, consulting hours,
          etc.
          
          Implicit  are  those services which are part of the  general  I/S
          infrastructure,  e.g. automatic backup, the Notes infrastructure,
          the   LAN   operation,  data  space  on  file  servers,  printing
          services,  etc.  This includes for example a proportional  amount
          of  depreciation for the servers, public printers, etc.  but  not
          for the Lessee-owned workstation, printers, etc.
       
       2.2  Lessor  will  provide only the existing cables  at  the  Leased
       Premises  as of  7. March, 1997 for the term of the Lease  Agreement
       at  no  charge  to  assist Lessee in implementing  its  own  network
       infrastructure.
       
       2.3.  Lessor  will  provide the following implicit  services  on  an
       interim basis not to exceed 6 months after the Closing Date  of  the
       Purchase  Agreement  at no additional charge:  LotusNotes  Mail  and
       Lessee  specific  databases and services such as  user  identifiable
       mail   folders,  electronic  mail  received,  the  ability  to  send
       Internet  Mail,  the  Quality  Review  Board  database,  Addressbook
       database, and personal databases specific to Lessee's operation.
       
       2.4.  For  one  month  following the Closing Date  of  the  Purchase
       Agreement, Lessor will provide Lessee employees with access  to  the
       AIX  and/or  VM  environments. After such one month  period,  access
       will  be  terminated. However, for six months following the  Closing
       Date  of  the  Purchase Agreement, 3 user id's (CHA, LBR,  and  MAC)
       will  have  access  to the AIX and/or VM environments.  Such  access
       will  then terminate after six months. This access will be  provided
       at no additional charge.
       
       2.5.  Lessor  will  provide,  at  no additional  charge,  access  to
       network  printers,  plotters, scanners and to the  Internet  gateway
       for 6 months after the Closing Date of the Purchase Agreement.
       
       2.6.  Lessor  will  provide  for  to  Lessee  continuation  of   the
       automatic  back-up  process for personal data. Lessor  will  provide
       this  process to Lessee for 6 months after the Closing Date  of  the
       Purchase    Agreement    at   no   additional    charge.    However,
       notwithstanding  anything  contrary  contained  in  this  Agreement,
       Lessor  will  not  be liable nor does it guarantee the  validity  or
       accuracy  or  operation  of  the back-up process.  This  process  is
       provided as-is.
       
       2.7.  Lessor will provide access for the Cadence application  and  a
       plotter  that  can  be  used  for this application  for  six  months
       following  the  Closing Date of the Purchase Agreement.  After  such
       six  month  period,  such access will be charged  as  determined  by
       Lessor. Such access will terminate on 31. December, 1997.
       
       2.8.  Except for sections 2.2, 2.3, 2.4, 2.5, 2.6 and 2.7 the Lessor
          shall   carry  out  the  above  mentioned  explicit  or  implicit
          services on written request and specification of the Lessee.
       
          The  Lessor, however, may refuse the performance thereof any time
          the  competent staff has not free capacity. The interests of  the
          Lessor's business have priority.
          
          The   deadlines  shall  be  determined  in  a  separate   written
          agreement.
       
       2.9.  Explicit services will be charged with an hourly rate of  SFr.
          195.--.  The  charges for implicit services will be defined  when
          requested and accepted.
       
          The  prices do not include the costs of material and/or equipment
          incurred by the Lessor. These will be charged to the Lessee.
       
       2.10.  The Lessee must comply with all applicable Information Assets
          Security  Rules  of  the Lessor which will  be  supplied  by  the
          Lessor upon first request of the Lessee.
       
       2.11.  The  Lessor's contact person for the information services  is
          Heinrich Muller. The Lessee's contact person is Mr Baldegger.
       
       
3. Shared Tools and Equipment
       
       3.1.  The  FIB,  RIN  and TEM machines will remain at  the  Lessor's
          location.  The  Lessee may use these two  tools  as  long  as  he
          occupies the leased premises.
       
       3.2.  The Lessee may use the tools hereinabove upon availability and
          subject  to  Lessor's priority. However, the maximum usage  right
          of  the  Lessee  for  the  FIB is 40% of the  average  usage  per
          quarter  starting on the Closing Date of the Purchase  Agreement.
          The  maximum usage right of the Lessee for the TEM is 50% of  the
          average  usage per quarter starting on the Closing  Date  of  the
          Purchase  Agreement.  The maximum usage right of the  Lessee  for
          the  RIN is 50% of the average usage per quarter starting on  the
          Closing Date of the Purchase Agreement.
       
       3.3.  There will not be an additional charge to the Lessee for  this
          tool usage until after 31. December 1998.
       
       
       3.4.  The  equipment located in room L213 (as referenced in Schedule
          2  of  the  Lease Agreement) may be used with priority by  Lessee
          during the lease term with no additional charge from Lessor.
       
       3.5.  The SEM located in room H136 (as referenced in Schedule  1  of
          the  Lease Agreement) may be used with priority by Lessee  during
          the  lease term with no additional charge to Lessee until  a  new
          SEM  is installed by Lessee. After such installation, Lessee  may
          also  use  the SEM but only in the case of an emergency and  with
          the approval and subject to the priority of Lessor.
       
       3.6.  The  CVD system in room H207 (as referenced in Schedule  2  of
          the  Lease  Agreement) may be used with priority  by  the  Lessee
          during the lease term with no additional charge, until a new  CVD
          system is installed but no longer than 31. May 1997.
       
       3.7.  The  Photoluminous  for MBE in room  C253  (as  referenced  in
          Schedule  1 of the Lease Agreement) may be used with priority  by
          the  Lessee  during  the  lease term with no  additional  charge.
          However,  Lessor  reserves the right  to  use  such  tool  for  a
          minimum period of 2 hours per day during the lease term.
       
       3.8.  The  Packaging  Equipment  in  room  H161  (as  referenced  in
          Schedule  2 of the Lease Agreement) may be used with priority  by
          the  Lessee during the lease with no additional charge.  However,
          Lessor reserves the right to use such equipment for up to 50%  of
          the  average usage per quarters starting on the Closing  Date  of
          the Purchase Agreement.
       3.9.  The Lessor will give the Lessee first priority to purchase the
          shared tools and equipment before offering them to a third  party
          ("Vorkaufsrecht").
4. Cafeteria Services
       
       4.1.  Lessor will provide cafeteria services to all the employees of
          the  Lessee  to  the  same  extent  that  it  does  for  its  own
          employees. The additional charge to the Lessee for the  cafeteria
          services  is  SFr. 10'000.-- per month until 31.  December  1997.
          The   Lessor  will  provide  for  cafeteria  services  after  31.
          December  1997  at  a  charge to be agreed  upon  by  Lessor  and
          Lessee.
       
       4.2.  The  Lessor  will charge separately for  visitors,  coffee  or
       other special services.
       
       
5.  Library, Self-Service Model Shop, Stockroom, Mail Distribution, Copiers
 Scanners Printers
       
       5.1.  The  Lessor will provide the above referenced services to  the
          Lessee at no additional charge until 31. March 1997.
       
       5.2.  Notwithstanding  anything  to the  contrary  in  the  Services
          Agreement  such services will be charged to the Lessee after  31.
          March 1997.
       
       5.3.  The  Lessor will provide a quote of charges before  25.  March
          1997 to the Lessee for such services beyond 31. March 1997.
       

                                                                           
                                                                           
                       Optional Services Category 2
                                     
                                     
       With due regard of the availability of staff and the Lessee's
       business interests, the Lessor may perform services such as:
       
       1. Finance
       Accounting; Controlling; Reporting; Payroll.
       
       2. Purchasing
       Purchasing of equipment and material; Mail distribution.
       
       3. Publication/Office services
       Graphics Support; Word Pro - Applications; Conference Preparation.
   
   

                                                                           
                                                                           
                                                                           
                              Ancillary costs


Following main expenses are entailed in the rent of the Leased Premises A,
B, C:

Electricity
Water
Sewage-charges
Heating, Fuel
Waste removal and paper recycling
Guard Services
Building maintenance (excludes costs relating to interior decoration)
Maintenance and repair of building installations
Existing infrastructure (excluding toll charges) of telephone PBX lines.

                                                                           
                                                                           
                                                                           
                       IBM Zurich-Site Safety Manual
                                     


(Note: IBM Zurich-Site Safety Manual has been delivered to the Lessee).


                       Laboratory Real Estate Lease
                          (the "Lease Agreement")

                             made and entered
                                  between

International  Business Machines Corporation, Zurich  Research  Laboratory,
Saumerstrasse 4, CH- 8803 Ruschlikon,
(hereinafter referred to as the "Lessor")
                                              on the one hand
                                    and

Uniphase Laser Enterprise AG, Zug,
c/o Treuhand von Flue AG, Grienbachstrasse 17, 6301 Zug
(hereinafter referred to as the "Lessee")
                                            on the other hand
                                     

                           ____________________
       
       Whereas, the Lessor wishes to sell to Uniphase Corporation  and  the
       Lessee,  and Uniphase Corporation and the Lessee wishes to  purchase
       from  the  Lessor the Transferred Assets as defined in the  Purchase
       Agreement (as defined below)
       
       Whereas,  Uniphase  Corporation and the Lessee and  the  Lessor  for
       this  purpose  have entered into purchase agreement  dated  of  even
       date   herewith   (hereinafter  referred   to   as   the   "Purchase
       Agreement"), and
       
       Whereas,  the  Lessor wishes during a transitional period  following
       the  completion  of the Purchase Agreement to lease to  the  Lessee,
       and  the  Lessee wishes to rent from the Lessor the Leased  Premises
       (as  defined below), subject to the terms and conditions hereinafter
       set  forth,  in order to allow the immediate start of the production
       of certain components,
       
       Whereas,  the  Lessor and the Lessee intend, during the transitional
       period  following  the  completion  of  the  Purchase  Agreement  to
       receive   and  provide  certain  basic  support  and  administrative
       services  and for this purpose shall enter into a services agreement
       (hereinafter referred to as "Services Agreement");
       
       Now,  therefore,  in consideration of the premises set  forth  above
       and  the  respective covenants, agreements, hereinafter  set  forth,
       Lessor  and  Lessee  (collectively the "Parties")  hereby  agree  as
       follow
       
       
1. Leased Premises
       
       The  Lessor  leases  to  the  Lessee  in  the  building  located  at
       Saumerstrasse   4,   CH-8803  Ruschlikon  the   following   premises
       (collectively the "Leased Premises"):
       
       a)  340.0 meters squared offices and 143.9 meters squared dry 
           laboratories and 30.0 meters squared (such premises  being 
           hereinafter referred to as "Premises  A")  further
           described in Schedule 1 and 4.
       
       b)  68.8 meters squared offices, 77.4 meters squared cleanroom, 35.3 
           meters squared dry laboratories and 380.3 meters squared  wet  
           laboratories  (such  premises  being  hereinafter referred to as 
           "Premises B") further described in Schedule  2  and 4.
       
       c)  15.1  meters squared offices  and 53.0 meters squared wet 
           laboratories  (such  premises being  hereinafter referred to as 
           "Premises C") further  described in Schedule 3 and 4.
       
       The   joint  use  of  public  spaces  such  as  parking,  corridors,
       cloakrooms,  reception  area, rooms (as  referenced  in  the  Safety
       Manual in Schedule 6) and the joint use of the conference rooms  are
       included  in  the  Lease Agreement. The Lessee  can  use  conference
       rooms   including  the  video  conferencing  equipment  subject   to
       availability.
       
2. Use of the Leased Premises
       
       The  Leased  Premises  shall be used for the  production  of  diode-
       lasers  in the same manner as they have been used by Lessor's  Laser
       Enterprise Department.
       
       
3. Term of the lease
       
       3.1.The  term  of the lease for the Premises A, B, C begins  on  the
           Closing Date of the Purchase Agreement.
       
       3.2.The  lease  of  the  Premises A shall end on (        *         )
           without  notice  of  termination  (hereinafter  referred  to  as
           "Fixed Lease Period A").
       
       3.3.The  lease of the Premises B shall end on (     *      )  without
           notice  of termination (hereinafter referred to as "Fixed  Lease
           Period B").
       
       3.4.The  lease  of  the  Premises C shall end on (       *          )
           without  notice  of  termination  (hereinafter  referred  to  as
           "Fixed Lease Period C").
    
    * - Information redacted and filed separately with the SEC.
       

4. Extension of the lease periods
       
       4.1.  The Lessee has the right to unilaterally extend the lease term
           with regard to the Premises A until the (      *       ).
       
           The  notification  of the extension shall  be  made  by  written
           notice  by  the Lessee to the Lessor three months prior  to  the
           end of the Fixed Lease Period A.
       
       4.2.  The Lessee has the right to unilaterally extend the lease term
           with regard to the Premises B until the (       *        ).
       
          The  notification  of  the extension shall  be  made  by  written
           notice  by  the Lessee to the Lessor three months prior  to  the
           end of the Fixed Lease Period B.
       
       4.3.The  Lessee has the right to unilaterally extend the lease  term
           with  regard to Premises C until the (     *       ) of  the  wet
           laboratories  as  mentioned in Schedule 2. The Lessee  also  has
           the  right to swap one of the wet laboratories in lieu of L  261
           of Schedule 3.
       
          The  notification  of  the extension shall  be  made  by  written
           notice  of  the Lessee to the Lessor three months prior  to  the
           end of Fixed Lease Period C.
       
       4.4.The  Lessee is aware that the Lease Agreement will be  concluded
           for  the  limited Fixed Leased Periods A, B, C and that  he  may
           only  request  the  extensions within the periods  as  described
           hereinabove.  Any  further extension of the  lease  relationship
           shall  not be agreed because of the urgent need for the Lessor's
           own  use  which involves a restructuring of the Leased Premises,
           scheduled  to  start  at the latest on (      *      )  for  the
           Premises  A,  on (       *     ) for the Premises B  and  on  ( 
              *      )  for Premises C. Therefore, the Lease  Agreement  as
           described  hereinabove  is concluded  expressly  for  a  limited
           period  of  time according to Article 272a (1)(d) of  the  Swiss
           Code of Obligations.
       
       4.5.The  Lessee is aware that it requires a considerable  effort  to
           find  and  equip  suitable facilities to carry on  his  business
           within  a reasonable period of time and therefore before Closing
           Date  the  Lessor has indicated him the opportunity for  renting
           other  business premises in the locality of Binz  in  Zurich  in
           order  for  Lessee  to  be able to move to  equivalent  premises
           within the agreed to time.

     * - Information redacted and filed separately with the SEC.


5. Rent
       
       5.1.For  the  lease of Premises A for the Fixed Lease Period  A,  of
           Premises  B for the Fixed Lease Period B and of Premises  C  for
           the  Fixed Lease Period C no rent is due by Lessor. The  payment
           of  the  remuneration  for the use of  the  Leased  Premises  is
           already  included  in  the  purchase price  of  the  Transferred
           Assets according to Section 1.3. of the Purchase Agreement.
       5.2.For  the  extension of the lease term for the  Premises  A,  the
           Lessee  shall pay a monthly rent of SFr. 90.-- per  meters squared
           for  the use  of the offices and of SFr. 145.-- per meters squared
           for the use of the dry laboratories.
       
       5.3.For  the  extension of the lease term for the  Premises  B,  the
           Lessee  shall pay a monthly rent of SFr. 90.-- per  meter squared
           for  the use  of  the offices, of SFr. 345.-- per meter squared
           for the use  of  the cleanroom  and  of SFr. 210.-- per meters 
           squared for the  use  of  the  wet laboratories.
       
       5.4.For  the  extension of the lease term for the  Premises  C,  the
           Lessee  shall pay a monthly rent of SFr. 135.-- per meter squared
           for  the use  of  the offices and SFr. 320.-- meter squared for 
           the use of  the  wet laboratories.
       
       5.5.The  rent for the extensions of the lease term of Premises B and
           C  is  based  on the index of consumers' prices at  the  Closing
           Date  of  the  Purchase Agreement. If for the 1. July  1998  the
           index  of  consumers'  prices  (base  May  1993  =  100  points)
           increases  of  at least 5 points, the Lessor may  once,  at  the
           commencement date of each extension period increase  the  agreed
           rents according to the following formula:
       
           Increase in %:
       
           new  index  -  index at the time of conclusion of  the  contract
                                         x 100
                         --------------------------------------------------
                          index  at  the  time  of  conclusion  of  the
                             contract      
       

       5.6.The agreed initial rents cannot be decreased.
       
       5.7.The  Lessee shall pay the rents at the end of each month for the
           following  month  to  the  bank account  as  designated  by  the
           Lessor.
       

6. Ancillary costs
       
       6.1.Under  ancillary  costs  of  this Lease  Agreement  the  Parties
           understand  the  remuneration for  performances  by  the  Lessor
           which are connected with the use of the Leased Premises A, B,  C
           and  with  the  use  of the common spaces further  described  in
           Schedule 5.
       6.2.No  ancillary  costs  are  due by the Lessee.  These  costs  are
           included  in  the  purchase price as entailed  in  the  Purchase
           Agreement  for  the fixed periods A, B, C and in the  rents  for
           the extensions of the Lease Agreement.
       
       6.3.Telephone  and  fax expenses are not included in  the  ancillary
           costs and will be charged separately to the Lessee.
       
       
7. Transfer of the Leased Premises
       
       7.1.The  transfer  of  the  Leased Premises  provided  for  in  this
           agreement  shall take place on the Closing Date of the  Purchase
           Agreement.
       
          The  Lessor  transfers the Leased Premises "AS  IS".  The  Leased
           Premises  are deemed to be in a suitable condition for  the  use
           as  listed in Section 2 of this agreement. The Lessor represents
           that  at  the Closing Date the Leased Premises comply  with  all
           applicable  laws  including  without  limitation,  environmental
           protection laws, construction laws, the fire police law and  the
           requirements of the Labor Statute.
       
       7.2.The Parties renounce to draw up a transfer protocol.
       
       7.3.On  the  day  of the transfer the Lessor will exchange  the  old
           badges  delivered to the transferred employees for the new  ones
           in  order  to  allow  the entering in the building  and  in  the
           Leased  Premises  to  the  Lessee. The replacement  of  lost  or
           stolen  badges  during  the  lease are  part  of  the  Mandatory
           Services of the Lessor and are in his exclusive competence.  The
           Lessee  shall  immediately inform the Lessor of  any  loss.  The
           Lessee  must  pay the costs of the replacement. The  procurement
           of  additional  badges  is in the exclusive  competence  of  the
           Lessor. The Lessee shall inform the Lessor of any need hereof.
       
       7.4.The  Lessor  will instruct the Lessee about the security  system
           of the building.
       
       7.5The  Lessee  confirms that he has received a  copy  of  the  'IBM
           Zurich-Site  Safety  Manual', which is attached  to  this  Lease
           Agreement as Schedule 6.

8. Duties of the Lessee
       
       8.1.The  Lessee  shall  use the Leased Premises with  due  care.  He
           shall use them only for the purposes mentioned under Section 2.
       
       8.2.The  Lessee shall give due consideration for other occupants and
           he  shall  not  impair  in  any way the  Lessor's  business  and
           research activities.
       
       8.3.Except  for  the entrance of the Leased Premises and the  common
           spaces,  the Lessee shall not have access to the other parts  of
           the  building,  specifically the research  laboratories  of  the
           Lessor  except as provided for under the Services  Agreement  or
           elsewhere under this Lease Agreement.
       
       8.4.The  Lessee  shall observe all the security, safety and  general
           rules  of  the  house regulations (hereinafter  referred  to  as
           "Internal  Rules") to the extent they do not conflict  with  the
           Lease  Agreement.  The Lessee is aware that the  Internal  Rules
           are  subject to revision to the extent they do not conflict with
           the  Lease Agreement by the Lessor and that he has no  right  to
           request any replacement thereof.
       
       8.5.The  Lessee  shall  manage his business in accordance  with  the
           Swiss  mandatory  public  laws, and in particular  to  obey  the
           applicable rules of Swiss environmental protection law,  of  the
           fire  police  law,  the requirements of the  Accident  Insurance
           Statute   and  all  the  related  standards  and  the  and   the
           requirements of the Labor Statute
       
       8.6.The   Lessee   is  not  allowed  to  carry  out   any   building
           modification  to  the Leased Premises. Such  modifications  need
           the  written  consent of the Lessor which consent shall  not  be
           unreasonably delayed or refused.
       
       8.7.All  the Mandatory Services as defined in Section 2 and Schedule
           1  of  the Services Agreement are exclusively performed  by  the
           Lessor.  While  occupying the Leased Premises  the  Lessee  must
           make  use  of the Mandatory Services as provided by the  Lessor.
           The  Lessor  is obliged to provide such Mandatory Services.  The
           Lessee  shall  consult  with the Lessor  (the  competent  staff)
           about  any  necessity and problem. The Lessee shall  immediately
           report  all defects to the contact persons as further  mentioned
           in Schedule 1 of the Services Agreement.
       
       8.8.The  Lessee shall permit the Lessor to enter the Leased Premises
           to  perform  the  Mandatory and Optional Services  according  to
           Sections  2  and  3  and Schedules 1, 2 and 3  of  the  Services
           Agreement,  further,  if  necessary,  for  the  maintenance,  to
           remedy  defects and to repair or avoid damages. Except  for  the
           performance  of  the  Mandatory and Optional  Services  and  for
           emergency,  the Lessee shall be notified ahead of  time  to  the
           extent possible.
       
       8.9.Notwithstanding anything to the contrary set forth in the  Lease
           Agreement,  if  repairs and other urgent action  are  necessary,
           the  Lessee  shall  inform the Lessor and  shall  undertake  all
           reasonable  precautions. The Lessee shall be liable for  failure
           to notify the Lessor.
       
       8.10.The  Lessee must remedy, at his own expenses, defects for which
           the  Lessor is not responsible according to Section 10.1 of  the
           Lease Agreement and which may be cured by standard cleaning,  or
           repairs  and  replacements necessary for  ordinary  maintenance.
           The  Lessee is not entitled to call upon external third  parties
           for  the  purpose  of  carrying  out  the  obligation  hereunder
           without  the  prior written consent of the Lessor which  consent
           shall not be unreasonably delayed or refused.
       
       8.11.Despite a ten day prior written notice period to cure,  if  the
           Lessee continues to violate his duties according Section 9.1  to
           9.6.  in  a  manner  such  that the continuation  of  the  Lease
           Agreement may no longer be expected from the Lessor, the  Lessor
           may  give  notice  of  termination of the Lease  Agreement  with
           effect after a period of 30 days as per the end of a month.  The
           Lessor   may,  however,  give  notice  of  termination  of   the
           agreement  with immediate effect if the Lessee has intentionally
           caused serious damage to the Lessor's building.
       
       
9. Duties of the Lessor
       
       9.1.The  Lessor  is  obliged  to maintain  the  Leased  Premises  in
           compliance  with  all applicable laws, in a  suitable  condition
           for  the contractual use, to remedy the material defects and  to
           perform  the  Mandatory Services at any time they are  necessary
           within  the  periods further described in Section  6.1.  of  the
           Services Agreement.
       
       9.2.The  Lessor  shall  inform  the Lessee  of  any  change  of  the
           Internal Rules.
       9.3.The  Lessor shall not have access to the Leased Premises, except
           for   laboratories  shared  with  Science  and   Technology   as
           mentioned  in  Schedule 2 and except as provided for  under  the
           Services Agreement or elsewhere under this Lease Agreement.


10. Liability insurance
       
       On  1.  April  1997 the Lessee shall deliver a copy  of  the  signed
       professional  risk indemnity insurance policy which shall  cover  at
       least US$ 5'000'000.--.
       
       
11. Sublease
       
       According  to  Article 262 (2)(c) of the Swiss Code of  Obligations,
       the  sublease of the premises is not allowed because it would  cause
       significant  disadvantages  for the Lessor.  Empty  spaces  will  be
       taken over by the Lessor.


12. Return of the Leased Premises
       
       12.1.The  Lessee  must return the Premises in the same condition  as
           taken  over  with the reservation of the normal  wear  and  tear
           which  results from the use provided for in this agreement under
           Section 2.
       
       12.2.The  Lessee  shall  remove  all  the  Transferred  Assets.  The
           separation  and removal shall conform to the rules mentioned  in
           Section  9  hereinbefore. The Lessee  will  not  be  liable  for
           incidental  damages  which arise as a natural  consequence  from
           the  separation  and  removal  of the  Transferred  Assets.  The
           Lessee  will bear the costs for the separation and removal.  The
           Lessor  will cooperate with the Lessee in connection  with  such
           separation and removal under a separate agreement.
       
       12.3.The  waste caused by the removal of the Transferred Assets will
           be disposed of by Lessor and will be charged to the Lessee.
       
       12.4.The  Lessee  shall  return all the badges,  keys  and  all  the
           documentation which concerns the Leased Premises.
       
       12.5.The  Lessee represents that at the date of return of the Leased
           Premises,  the  Leased Premises will comply with all  applicable
           laws   including  without  limitation  environmental  protection
           laws,   construction   laws  the  file  police   law   and   the
           requirements of the labor statute.
       

13. Applicable law / Place of Jurisdiction
       
       13.1.This  agreement  shall  in  all  respect  be  interpreted   and
           construed  in  accordance  with and  governed  by  the  laws  of
           Switzerland, and shall be subject to performance in the  country
           of Switzerland.
       
       13.2.Where   no  special  clause  is  entailed  in  this  agreement,
           Articles  253 ff. of the Swiss Code of Obligations shall  apply.
           The  compulsory statutory liability rules are applicable to this
           agreement.
       
       13.3.The court of jurisdiction is Horgen.
       
       13.4.This  Agreement  supersedes  any and  all  previous  agreements
           whether written or oral with respect to the subject matter.  And
           may not be amended unless in writing.
       
                           ____________________
                                     
                                     
                                     
                                     
Place, date                    Place, date
3-10-97                        3-10-97
The Lessor                     The Lessee
\s\ Suzanne C. Lewis           \s\ Danny E. Pettit

       
       
                       List of the Leased Premises A
                                     

C-Building

C 233          C 219       C 353
C 241          C 349       C 355
C 251          C 350       C 359
C 253          C 351       C 352


Old Buildings

H 136*         L 204       P 258
P 257          L 208       P 273
H 208          L 230       P 277
H 220          L 234       P 281
H 226          Z 222       P 285
H 232          Z 226       P 289
H 236          H 261       M 303
H 240          M 305


* = Labs shared with Science and Technology




                       List of the Leased Premises B




C Building

C 260


Old Buildings

H 122*         L 130       Z 245
H 132*         M 100       P 266
H 155*         Z 113       P 270
H 161          Z 117       P 274
H 207*         Z 123       P 278
H 221          Z 207*      P 282
H 249          Z 213       P 286
Z 239*         P 290


* = Labs shared with Science and Technology

                                                                           
                                                                           
                                                                           
                       List of the Leased Premises C


Old Buildings

L 261          Z 218






                        Exhibit E:  Pension Matters

Final

Paragraph 1.       The Buyer's Plan.

          a.     The Buyer agrees as promptly as is practicable after the
Closing Date but in any event within 90 days thereafter to (i) establish a
new defined occupational pension plan or amend an existing plan (the
"Buyer's Plan") to provide Employees with pension benefits that are at
least substantially comparable with the benefits that are provided to
Employees under the Seller's two applicable pension benefit plans as of the
Closing Date (the "Seller's Plans"), (ii) provide for the participation of
Employees therein as of the Closing Date, and (iii) provide that in
applying any length of service requirement for participation or vesting,
and in determining an Employee's benefits under the Buyer's Plan, such
Employee shall be credited with prior service accruing from and after such
Employee's "Service Reference Date" as shown in the records of the Seller,
according to Seller's rules for service credit, and with such Employee's
eligible compensation under the Seller's Plan during that period.  The
Seller shall provide the Buyer with true, correct and complete copies of
all documents, amendments, instruments, employee communications and records
related to Seller's Plans and required to establish and administer the
Buyer's Plan with respect to each Employee's pension benefits, eligible
compensation and service prior to the Closing Date.

          b.     The Buyer further agrees that the Buyer's Plan shall
contain an irrevocable provision prohibiting the Buyer or any Affiliate of
or successor to the Buyer from receiving a reversion of all or any portion
of the Transferred Pension Assets.  The Buyer's Plan shall also provide
that upon the termination of Buyer's Plan and after payment of all
liabilities under Buyer's Plan, the plan trustee or its successor or
transferee shall transfer any remaining Transferred Pension Assets to a
separate trust established by the Buyer for the exclusive benefit of the
Employees provided that such trust shall not operate in a manner which
discriminates in favor of any highly paid Employees.

Paragraph  2.     Calculation of Transferred Assets.

          a.   Seller's Actuary is E.Wirz-Kaufmann.  Seller's Actuary shall
determine the proposed funds to be transferred (herein "Transferred Pension
Assets"), based on the assumptions used by the Seller's Actuary according
to the 1995 annual review of Seller's Plans reported to and approved by the
official supervisory board  ("Amt fur berufliche Vorsorge"), when
calculating the assets to cover the liability under Seller's Plans.


          b.  The Seller will entitle Seller's "Vorsorgefonds der IBM
Corporation, Forschungslaboratorium Zurich" to transfer the amount of
Swiss Francs  1,271,699 which are part of the Seller's contribution reserve
to the Buyer's Plan. The parties agree that this amount will be allocated
to the individual pension plan accounts in the Buyer's Plan of the eleven
(11) Employees who qualify for the Seller's Personalfursorgestiftung der
IBM Corporation, Forschungslaboratorium Zurich according to the partition
amounts set forth in Attachment 1.

          c.  The Parties agree that the six (6) Employees listed in
Attachment 2 (the "Six Employees") remain with Seller's Plans for 180 days
after the Closing Date (the "180 Day Period"). The Seller has the
obligation to, if necessary, amend or cause to be amended the rules and
regulations of Seller's Plans in order to allow the Six Employees to remain
with Seller's Plans for the 180 Day Period. The Buyer is responsible for
the payment of normal compensation to the Six Employees after the Closing
Date as long as they are employed with Buyer. The Buyer further agrees to
pay the normal pension fund premiums as long as such Employees are employed
with Buyer until the effective date of retirement. If at any time during
the 180 Day Period any of the Six Employees applies for early retirement,
the appropriate application shall be made in writing to the
"Personalvorsorgestiftung der IBM Corporation, Forschungslaboratorium
Zurich". Such retiring Employees (the "Retiring Employees") will remain
with Seller's Plans. Seller shall, or shall cause any of Seller's Plans to
pay, or cause to be paid, the pension payments as set forth in the rules
and regulations of Seller's Plans with respect to the Retiring Employees.
If certain of the Six Employees do not apply for early retirement within
180 days after the Closing Date (the "Non-Retiring Employees"), they will
be transferred to the Buyer's Plan. The Seller will transfer or cause to be
transferred 180 days after the Closing Date to the Buyer's Plan the amount
of Swiss Francs identified in Attachment 3 for each Non-Retiring Employee.
That amount will be part of the Seller's Plans and part of Seller's
contribution reserve. The parties agree that any such amount will be
allocated for the exclusive benefit of the Non-Retiring Employees to the
individual pension plan accounts in the Buyer's Plan for the respective Non-
Retiring Employee. Notwithstanding anything to the contrary, no pension
fund amounts for the Six Employees will be transferred to the Buyer, other
than as set forth in this section c. and section g.

          d.  The Seller will entitle the Seller's "Vorsorgefonds der IBM
Corporation, Forschungslaboratorium Zurich" to transfer in addition to the
amount mentioned in section (b.) the amount of Swiss Francs 328,301, which
is part of the Seller's contribution reserve to the Buyer's pension plan.

          e.  Buyer and Seller agree that no other obligations between the
parties will result as a consequence of the partial liquidation of the
Seller's Plans and contribution reserves and will present and support this
agreement to the official supervisory board.

          f.   At the Closing a Board resolution of the "Vorsorgefonds der
IBM Corporation, Forschungslaboratorium, Zurich" will be provided to the
Buyer which states that the obligations mentioned in subparagraphs b,c and
d of this Exhibit E will be implemented according to their terms.

          g. The Seller agrees that, ultimately, the Seller will transfer
to the Buyer's Plan the amounts required pursuant to this Exhibit E, if any
circumstance results in the Seller's Plans fund failing to transfer such
amounts, provided however that this payment from Seller be in compliance
with Swiss Law.



Paragraph  3.     Actions to Effect Pension Assets Transfer.     The Seller
and the Buyer shall promptly, after the Closing Date, effect the transfer
of the Transferred Pension Assets to the Buyer's Plan as contemplated by
this Exhibit E, and in compliance with applicable Swiss law.  The future
Swiss Pension Transfer Agreement shall govern such matters.  Such transfer
shall be in cash or, to the extent mutually agreed to by the Seller and the
Buyer, in kind.

Paragraph 4.   Verification by the Buyer.  The Buyer shall have the right
to appoint an independent actuary (the "Buyer's Actuary") for the purposes
of verifying the free portability calculation of the Transferred Pension
Assets, referenced in paragraph 2.a. herein, by the Seller's Actuary
(excluding the amounts agreed upon by Buyer and Seller set forth in
attachments 1 and 3 of this Exhibit E).  Such amount as certified by the
Seller's Actuary shall be conclusive and binding on the Seller and the
Buyer unless, within 60 days after the delivery of such certification by
the Seller's Actuary to the Buyer's Actuary (during which time such
supporting factual information as the Buyer's Actuary may reasonably
request shall be provided by the Seller's Actuary), the Buyer's Actuary
shall notify the Seller of its disagreement with such amount.  Subject to
the Swiss Pension Transfer Agreement and the procedures and terms and
conditions therein, if it exists at that time, if any such disagreement is
not resolved to the satisfaction of the Seller and the Buyer within 30 days
of the Seller's receipt of such notification (or within such longer period
as the Seller and Buyer shall mutually agree), either the Seller or the
Buyer may elect to have the calculation submitted for arbitration by a
third independent actuary mutually acceptable to the Seller and the Buyer,
who shall be entitled to the privileges and immunities of an arbitrator,
and whose determination shall be conclusive, final and binding and have the
force and effect of an arbitrable award, provided, however, that none of
the Seller, the Buyer, the Seller's Plans or the Buyer's Plan shall be
bound by any decision of such arbitrator that would cause such party to
violate law.  The arbitrator will apply the pension provisions set forth in
the Purchase Agreement and this Exhibit E for any matters in dispute
hereunder.  The expenses of the Seller's Actuary shall be borne by the
Seller, the expenses of the Buyer's Actuary shall be borne by the Buyer and
the expenses of any third actuary shall be borne equally by the Seller and
the Buyer.


ATTACHMENT 1 TO EXHIBIT E



Partition amounts of Seller's Contribution Reserve


     List of employees and a proportional amount of contribution to the
Pension Plan as of the close date.



ATTACHMENT 2 TO EXHIBIT E





Employees eligible for Early Retirement


List of Employees  Names and related birthdays.



Attachment 3 to Exhibit E


Possible partition amount of Seller's Plan and contribution reserve.


List of Employees and contributed reserves as of the close date.