EXHIBIT 10(s)
                                                                   -------------


Confidential Treatment Requested as to certain information contained in this
Exhibit 10(s) and filed separately with the Securities and Exchange Commission.

                             MANUFACTURING AGREEMENT

                                  The Parties:

PRINCIPIA LIGHTWORKS, INC., ("Principia") is a business incorporated under the
laws of California and has its principal place of business at 6455 Independence
Avenue, Woodland Hills, California 91367; and

BANDWIDTH SEMICONDUCTOR, LLC, ("Bandwidth") is a business incorporated under the
laws of Delaware and has its principal place of business at 25 Sagamore Park
Road, Hudson, New Hampshire 03051.

PURPOSE OF THIS AGREEMENT:

Principia designs, develops, and markets semiconductor devices, among which is a
device known as an electron beam-pumped, vertical cavity, surface emitting laser
(the "eVCSEL" or the "Device"). As a component of its strategy to market the
Device, Principia requires a party to manufacture the Device in sufficient
quantity while achieving certain quality, reliability, and cost objectives.

Bandwidth is a semiconductor foundry with proprietary semiconductor fabrication
processing capability and with experience in process technology development
necessary to tailor fabrication processes as needed to fabricate semiconductor
devices, including those applicable to the Device.

Bandwidth has demonstrated to the satisfaction of Principia that it has the
required skill and ability to fabricate the necessary precursor material for the
Device (the "Wafers," defined hereinbelow), and Principia desires that Bandwidth
manufacture the same for Principia's commercial distribution. Bandwidth, for its
part, desires to manufacture the Device for Principia's commercial distribution.
To further this goal, Bandwidth and Principia (collectively, "the Parties")
agree as set forth below (the "Agreement").

     1.   DEFINITIONS

          a)   "Bandwidth Background IP" shall mean all of Bandwidth's right,
               title and interest in the Intellectual Property which shall
               include, but not be limited to, the process parameters for Wafer
               fabrication, the means of modifying the same, and methods of
               determining the degree to which the finished Wafers meet the
               specifications required.

          b)   "Effective Date" shall mean the date on which the latter of
               Principia and Bandwidth shall sign this Agreement.

          c)   "Intellectual Property" or "IP" shall mean all any and all patent
               rights, copyright rights, mask work rights, trade secret rights,
               common law confidential information rights, SUI GENERIS database
               rights and all other intellectual and industrial property rights
               of any sort throughout the world (including any application
               therefor), as well as any idea, concept, discovery, invention,
               development, technology, work of authorship, trade secret,
               software, firmware, tool, process, technique, know-how, data,
               plan, device, apparatus, architecture, specification, design,
               circuit, layout, mask work, algorithm, program, code,
               documentation or other material or information, tangible or
               intangible, whether or not it may be patented, copyrighted or
               otherwise

<PAGE>

               protected (including all versions, modifications, enhancements
               and derivative works thereof).

          d)   "Manufacturing Facility" shall mean that facility owned and
               operated by Bandwidth for the manufacture, as described in this
               Agreement, of the epitaxial metal-organic chemical vapor
               deposition reactor material for the Device.

          e)   "Principia Background IP" shall mean all of Principia's right,
               title, and interest in the Intellectual Property which shall in
               include, but not be limited to, proprietary designs, formulae,
               processes and parameters, specifications, and the design for the
               Device, the specific structure from which the Device is
               fabricated, and the method of fabricating the Device from a
               finished Wafer.

          f)   "Wafer" shall mean gallium arsenide semiconductor wafers sized
               from two inches to four inches, treated for photoluminescence for
               R-G-B emissions, and adapted for use in eVCSEL applications,
               including, without limitation, by means of epitaxial deposition
               processes.


     2.   MANUFACTURING FACILITY

          a)   Based on Principia's commitment to purchase Wafers and to pay the
               Non-Recurring Engineering and Facility Payment and the Monthly
               Facility Availability Payments, both as defined hereinbelow, as
               well as other promises contained herein, Bandwidth shall
               construct, own, operate, and make available, as provided
               hereinbelow, the Manufacturing Facility on the terms and
               conditions as set forth herein.

          b)   Principia hereby agrees and acknowledges, that as a material
               precondition to Bandwidth's ability to complete the Manufacturing
               Facility, it shall license the Principia Background IP to
               Bandwidth for use on Principia's behalf, subject to the terms and
               conditions of Section 6, hereinbelow, and shall provide
               reasonable consulting services to integrate Principia's
               technology by Principia's employees or contractors, at
               Principia's sole expense.

          c)   Bandwidth shall determine, in its sole discretion, the materials,
               facilities, and support necessary for the manufacture of the
               Wafers, and shall construct, install, qualify, and provide the
               same. At the time that the Manufacturing Facility is fully
               qualified and ready to commence the manufacture of the Wafers
               (the "Substantial Completion"), it shall include some or all of
               the following:

               i)   *** (the "*** Reactors"), each with the capacity of
                    producing approximately *** Wafers per run;

               ii)  Support Facilities, to include gas cabinets, gas exhaust and
                    scrubbers, and related components;

               iii) Production Support Equipment, to include blue/green PL
                    system wafer inspection system, gas detection equipment, and
                    related components;

               iv)  Facility Engineering for gas distribution, gas detection,
                    cleanroom controls, electrical system design and UPS
                    installation;

*** Represents text omitted pursuant to a request for confidential treatment.
The omitted material has been filed separately with the Securities and Exchange
Commission.

                                        2
<PAGE>

               v)   Facility Engineering, Start-up and Technical Support for:

                    A)   Reactor specification, facility design.

                    B)   Installation and start-up.

                    C)   Qualification of material and definitization of the
                         Manufacturing Specification and Protocols, which shall
                         be agreed and reduced to writing by the Parties, in
                         good faith and within a reasonable time after the
                         installation of the *** Reactors (but no more than one
                         hundred twenty (120) days thereafter, and which shall
                         contain the specifications and protocols indicated in
                         EXHIBIT A, attached hereto. Principia shall further
                         assist as necessary and reasonable, upon Bandwidth's
                         request, with defining the required process
                         specifications and qualifying the equipment as provided
                         in Paragraph 2(b), hereinabove; and

               vi)  Start-up Materials, to include required gas sources and
                    wafers to commission and qualify the Manufacturing Facility.

          d)   The anticipated time frame (the "Construction Timeline") to
               Substantial Completion of the Manufacturing Facility is twelve
               (12) months, which shall include, but not be limited to, the
               order process for the *** Reactors, the delivery of the ***
               Reactors, and the installation and qualification of the ***
               Reactors with the assistance of Principia. Principia hereby
               agrees and acknowledges that the Construction Timeline represents
               Bandwidth's best estimate and that the actual time frame is
               subject to, and contingent on, timely inputs from various parties
               beyond Bandwidth's control, including, but not limited to,
               Principia. Bandwidth makes no representation or warranty as to
               the outcome or timing of the Substantial Completion of the
               Manufacturing Facility except that it will use commercially
               reasonable efforts to meet the Construction Timeline. Principia
               agrees and acknowledges that no delay in the Substantial
               Completion of the facility shall be grounds for suspension of the
               Facility Availability Payments as provided at Paragraph 4(b),
               hereinbelow, provided that Bandwidth uses commercially reasonable
               efforts.

          e)   Title to and ownership of the Manufacturing Facility shall vest
               solely in Bandwidth. Bandwidth alone shall be responsible for its
               operation, maintenance, and upkeep so as to meet the obligations
               set forth herein. Production of Wafers, in the quantity required
               by Principia and subject to the ordering forecast protocols set
               forth hereinbelow, shall have priority over other uses of the
               Manufacturing Facility. Bandwidth shall, in its sole discretion,
               use the Manufacturing Facility for such other purposes that do
               not interfere with the requirements of this Agreement. Principia
               shall not place, nor be entitled, in equity or under operation of
               law, to place, any lien or encumbrance on the Manufacturing
               Facility or any of its contents including, but not limited to,
               pursuant to the Uniform Commercial Code or as pledged collateral
               for any debt of any kind, nor shall it allow any party to do so
               on its behalf or on the behalf of any third party.

          f)   In the event that Principia seeks to make any improvement in the
               design of the Device, or structure of the Wafer that requires
               changes in the production parameters, or any other change or
               improvement to the Principia Background IP, Principia shall
               promptly convey the same to Bandwidth, pursuant to the provisions
               of Paragraph

*** Represents text omitted pursuant to a request for confidential treatment.
The omitted material has been filed separately with the Securities and Exchange
Commission.

                                        3
<PAGE>

               6(a), and shall cooperate to re-qualify the Manufacturing
               Facility equipment, with the expense thereof to be considered an
               increase in Bandwidth's cost of manufacture pursuant to Paragraph
               4(d), hereinbelow. The Parties agree that such changes will
               result in the revised product being characterized as "Wafers"
               subject to this Agreement and that the obligations of each Party
               to this Agreement are not diminished or voided should such
               changes be instituted by Principia.


     3.   MANUFACTURE OF WAFERS

          Pursuant to the provisions of Paragraph 3(a), hereinbelow, Bandwidth
          shall be the exclusive manufacturer of the Wafers in accordance with
          specifications established by Principia and attached hereto as EXHIBIT
          A, based upon the following manufacturing plan:

          a)   In the period between the Effective Date and Substantial
               Completion (the "Interim Period"), Bandwidth may produce, at
               Principia's written request, Wafers in the red frequency in its
               existing III-V reactor, subject to the same pricing as is
               provided at Section 4 and pursuant to the purchase terms and
               conditions, set forth herein and in EXHIBIT B.

          b)   Upon the passage of thirty (30) days of written notice from
               Bandwidth of Substantial Completion, Principia, by its signature
               hereto, shall be deemed to have placed with Bandwidth a purchase
               order (the "Purchase Order") for the twelve (12) month period
               (the first "Production Year") beginning on the placement of the
               Purchase Order, in substantially the same form as the model
               attached at EXHIBIT B, for not less than *** Wafers, at the
               pricing established at Paragraph 4(d), hereinbelow, and pursuant
               to the terms and conditions set forth at EXHIBIT B. Such Wafers
               shall be deliverable over the first Production Year. Within
               thirty days of the start of the second Production Year,
               Principia, by its signature hereto, is deemed to have placed with
               Bandwidth a Purchase Order for at least the same number of Wafers
               as in the first Production Year. Each Purchase Order shall be in
               the form attached hereto as EXHIBIT B, and shall incorporate by
               reference all terms and conditions of this Agreement that are not
               inconsistent with the terms and conditions set forth on EXHIBIT
               B. In the event of any inconsistency between the Purchase Order
               and this Agreement, the Purchase Order shall prevail.

          c)   In each and every Production Year in the Term, as provided in
               Paragraph 10(a), hereinbelow, Principia shall provide to
               Bandwidth a production forecast (the "Production Forecast") of
               its anticipated order values as soon as possible prior to the
               beginning of the New Production Year, but in no event less than
               sixty (60) days prior to the beginning of that Production Year.
               Bandwidth may reasonably rely on the Production Forecast in
               planning its use of the Manufacturing Facility for that year.
               Principia shall use its best, commercially reasonable efforts to
               plan its orders such that the annualized volume shall not exceed
               ***% of a Production Forecast without the prior assent of
               Bandwidth, and acknowledges that Bandwidth shall not be
               responsible to produce any orders in excess of such forecast,
               even if such additional amount is within the guaranteed capacity
               set forth in Section 3(d) hereinbelow, unless timely forecasted.
               For each Production Forecast, a third of the total production
               shall be for each of the three colors used in the device.

*** Represents text omitted pursuant to a request for confidential treatment.
The omitted material has been filed separately with the Securities and Exchange
Commission.

                                        4
<PAGE>

          d)   In each and every Production Year, Bandwidth hereby guarantees
               the capacity to produce up to *** Wafers, and shall use
               commercially reasonable efforts to be available to produce up to
               a maximum annual capacity of *** Wafers.

          e)   Principia agrees and acknowledges that all Purchase Orders issued
               by it in connection herewith shall be cancelable only by payment
               to Bandwidth equal to the profit Bandwidth would have reasonably
               earned on the order value for all Wafers ordered under those
               Purchase Orders, plus the labor and material costs to manufacture
               all Wafers produced and/or in the manufacturing process
               (commencing at the point raw material purchase) but not yet
               shipped or paid for by Principia according to any such Purchase
               Order's schedule, payable as liquidated damage amounts are the
               best estimate of the damages Bandwidth would suffer. The parties
               agree that Bandwidth's actual damages would be difficult or
               impossible to determine if Principia were to breach a given
               Purchase Order, and that these stated liquidated damage amounts
               are the best estimate of the damages Bandwidth would suffer.

          f)   Bandwidth shall have the opportunity to provide to Principia
               additional value-added manufacturing on the incorporation of the
               Wafers into the Device (the "Subsequent Manufacturing Process"),
               if it can match or exceed the pricing, quantity, and delivery
               terms of any third party manufacturer from whom Principia has
               obtained a commitment to provide the Subsequent Manufacturing
               Process. Principia shall notify Bandwidth, in writing, prior to
               awarding any contract for a material Subsequent Manufacturing
               Process, providing Bandwidth with the pricing, quantity, and
               delivery terms offered by the third party manufacturer. Bandwidth
               shall have ten (10) business days from the receipt of the notice
               to notify Principia of its intent to provide the indicated
               Subsequent Manufacturing Process on terms comparable to the third
               party offer, after which the Parties shall have twenty (20)
               business days to exercise reasonable commercial efforts to enter
               into a binding contract for Bandwidth to provide the Subsequent
               Manufacturing Process.


     4.   SCHEDULE OF PAYMENTS

          Principia shall make certain payments in consideration for Bandwidth's
          performance of this Agreement according to the schedule below:

          a)   "Non-Recurring Engineering and Facility Payment." To facilitate
               Bandwidth's establishment, design, installation, commission, and
               qualification of the Manufacturing Facility, Principia shall, ten
               (10) days after the Effective Date of this Agreement, issue full
               payment in the amount of *** to Bandwidth, which shall constitute
               the initial payment for non-recurring engineering and facility
               expenses relating to the Manufacturing Facility. Principia hereby
               agrees and acknowledges that its obligation to make this payment
               is a condition precedent to Bandwidth's further obligation to
               perform under this Agreement.

          b)   "Monthly Facility Availability Payments." Principia hereby agrees
               and acknowledges that, in consideration for Bandwidth making the
               Manufacturing Facility available for the production of Wafers for
               Principia, it shall guarantee payment of *** Dollars ($***) (the

*** Represents text omitted pursuant to a request for confidential treatment.
The omitted material has been filed separately with the Securities and Exchange
Commission.

                                        5
<PAGE>

               "Guarantee Account") in sixty (60) equal monthly payments
               beginning in the seventh (7th) month after the Effective Date of
               this Agreement and continuing for sixty (60) months thereafter
               (the "Monthly Facility Availability Payments"). The payments
               shall be made without abatement or reduction due to set-off from
               any claim by Principia of cost or expense or delay in the
               Substantial Completion date, nor shall the payments be suspended
               due to any failure by Principia to fulfill its obligations under
               this Agreement. The payments for which this Paragraph 4(b)
               provides are based upon a sixty (60) month schedule of
               liquidation of the outstanding balance on the Guarantee Account.
               Any early termination of this Agreement in accordance with
               Paragraph 10(b), where Principia is the defaulting Party, shall
               have the effect of making the unpaid balance of the Guarantee
               Account immediately due and payable in full to Bandwidth.
               However, any early termination of this Agreement in accordance
               with Paragraph 10(b) where Bandwidth is the defaulting party

               Shall relieve Principia of any obligation to make additional
               payments on the unpaid balance of the Guarantee Account, as
               provided in Paragraph 4(c) below.

               Upon the execution of this Agreement, Principia shall, by the
               execution of a pledge agreement in substantially the same form as
               the Pledge Agreement attached hereto as EXHIBIT D, pledge to
               Bandwidth shares of Principia stock (the "Pledged Shares") of the
               type that has been issued by Principia in the most recent
               corporate finance transaction in such number that the shares will
               have an aggregate market value of at least *** Dollars ($***),
               based on the value stated in the then-most recent corporate
               finance transaction. Simultaneously with the signing of the
               Pledge Agreement, Principia shall also execute a Secretary's
               Certificate in substantially the same form as attached hereto as
               EXHIBIT E. These shares of stock will comply with the terms and
               conditions stated in EXHIBIT F, and such other terms and
               conditions as Bandwidth may request at the time of the deposit of
               the shares and the execution of the Pledge Agreement. The Pledge
               Agreement shall secure the first eighteen (18) Monthly Facility
               Availability Payments from the seventh (7th) through the
               twenty-fourth (24th) month. Should the market or other relevant
               valuation of the Pledged Shares decline by 25% or more of the
               original value as stated herein for a period of ninety (90) days
               or more, in Bandwidth's reasonable determination, Bandwidth may
               require Principia to pledge sufficient, additional shares so that
               the total value of all pledged shares remains equal to $*** less
               the cumulative total of all Facility Availability Payments that
               have actually been paid.

               The Pledge Agreement shall be structured to allow Bandwidth to
               draw upon them should Principia fail to make one or more Monthly
               Facility Availability Payments. Bandwidth shall return such
               shares to Principia on a PARI PASSU basis at the end of each
               month in a fashion in accord with Principia's payments of the
               Monthly Facility Availability Payment. The return of the shares
               shall occur at a price PRO-RATA with the current market or other
               relevant valuation, but not to exceed a value of $*** per share.

          c)   The amounts to be paid by Principia to Bandwidth as the
               Non-Recurring Engineering and Facility Payment and the Monthly
               Facility Availability Payments are non-refundable except as
               provided in this Paragraph 4(c). In the event of a breach by
               Bandwidth that is not cured as provided hereinbelow at Section
               10, Principia shall be entitled to forgiveness of any then-unmade
               Monthly Facility Availability Payments,

*** Represents text omitted pursuant to a request for confidential treatment.
The omitted material has been filed separately with the Securities and Exchange
Commission.

                                        6
<PAGE>

               as the sole measure of Principia's damages hereunder, which the
               parties agree is the best estimate of the damages Principia would
               suffer in such event.

          d)   "Wafer Production Payments." For Bandwidth's manufacture and
               delivery of Wafers, Principia shall pay *** dollars ($***) per
               Wafer (the "Per Unit Price), which shall not include the costs of
               shipping and insurance to be prepaid by Principia. To the extent
               that Bandwidth's costs of manufacture increase greater than ***
               percent (***%) from the Effective Date or the previous setting of
               Per Unit Price, as a result of increases in cost of materials,
               the Per Unit Price will be increased by a corresponding
               percentage after Bandwidth has provided written notice to
               Principia of the increase. Notwithstanding the foregoing, to the
               extent that Bandwidth seeks to increase the Per Unit Price based
               on an increase of greater than *** percent (***%) in the cost of
               manufacture since the Effective Date or the previous setting of
               Per Unit Price (if there was one), Principia and Bandwidth shall
               use their best efforts to negotiate the increase in the Per Unit
               Price. If, only after the Parties have first attempted to use
               best efforts, in good faith, to negotiate, they fail to agree on
               a Per Unit Price, Principia shall be permitted to enter
               negotiations to establish an alternate supplier. If Principia
               receives a BONA FIDE, better written offer from an alternate
               supplier, Principia shall provide Bandwidth with notice thereof
               (including the specifics of that offer) and an opportunity to
               match or beat that offer within twenty (20) calendar days.
               Hereinabove, shall Principia shall have twenty-five (25) calendar
               days therefrom to accept or decline such offer. The parties shall
               continue throughout such forty-five (45) calendar day period to
               consult with each other and shall expend their best efforts, in
               good faith, to reach an agreement. The failure of the Parties to
               reach a new agreement shall be considered a material breach of
               this Agreement.

               In each of the second through the fifth Production Years,
               Principia shall be eligible for a volume discount equal to an ***
               percent (***%) reduction in the Per Unit Price stated herein for
               each whole *** percent (***%) increase in volume that is
               purchased in a given Production Year as compared to the original
               number of Wafers that are actually purchased and paid for in the
               First Production Year. These discounts shall be applicable,
               according to this formula, to the annual Wafer production amount
               to which Principia commits at the start of any Production Year,
               as evidenced by its non-cancelable Purchase Order to Bandwidth.

               All purchases shall be F.O.B. Bandwidth's dock, using a carrier
               selected by Principia. Invoices shall be issued and dated the day
               on which any product is ready for shipment. Payment for invoices
               shall be due in full within *** (***) days of the date of
               invoice, in immediately available U.S. funds. In the event that
               Principia's payment remains unpaid more than *** (***) days past
               the date of invoice, Principia shall pay to Bandwidth any amounts
               which Bandwidth may incur as a consequence of any payment default
               hereunder, which shall include, without limitation, interest at
               *** percent (***%) PER ANNUM, and reasonable attorneys' fees and
               other reasonable costs of collection. Principia agrees that
               Bandwidth shall retain a security interest in all Wafers until
               such time as full payment shall be actually received. In the
               event of a material adverse change in Principia's credit rating,
               Bandwidth may unilaterally reduce the amount or terms of credit
               extended to Principia, including, but not limited to, reduction
               of the *** (***) day payment terms.

*** Represents text omitted pursuant to a request for confidential treatment.
The omitted material has been filed separately with the Securities and Exchange
Commission.

                                        7
<PAGE>

          e)   Principia shall have fifteen (15) days from the date that the
               shipment arrives to open and inspect the Wafers using the
               standard inspection protocol that is stated in EXHIBIT A. Wafers
               not rejected within that period shall be deemed accepted
               thereafter, for which no credit or replacements shall be
               subsequently issued. Rejections reported prior to the end of this
               period that are demonstrably due to conditions that were extant
               at the time of shipping shall be replaced by Bandwidth at no
               charge to Principia, or a credit shall be issued against future
               orders, if requested by Principia. The terms stated here,
               including the terms and conditions of the Purchase Order attached
               hereto as EXHIBIT B, shall supersede any different terms that may
               appear in any Purchase Order issued by Principia. Any Purchase
               Order issued by Principia may be accepted according to the
               quantity and price stated therein, and a binding contract shall
               be formed at the issuance of a Purchase Order, with any
               inconsistent terms in Principia's document thereby rejected.


5.   NATURE OF THE RELATIONSHIP BETWEEN THE PARTIES

          a)   Except in the case of a material breach of this Agreement by
               Bandwidth as specified in Paragraph 10(b) below, Bandwidth is and
               shall remain the exclusive worldwide supplier of up to *** Wafers
               to Principia for the Term of this Agreement. If and when
               Principia places a Purchase Order for what would amount to an
               aggregate annual production of greater than *** (***) Wafers,
               Bandwidth shall have the option to endeavor to increase its
               production capacity to meet Principia's demand, and shall notify
               Principia of its intent, in writing, no later than ten (10) days
               after receipt of the Excess Order. In the event of such election,
               the Parties shall endeavor to use best efforts, in good faith, to
               renegotiate the terms of this Agreement for production of Wafers
               above the *** unit threshold. If the Parties shall fail, after
               best efforts, in good faith, to reach a new agreement, Principia
               shall be permitted to establish a second supplier. The failure of
               the Parties to reach a new agreement shall not be considered a
               material breach of this Agreement. The sole effect of such
               failure shall be that Bandwidth shall no longer be the exclusive
               worldwide supplier of the Wafers to Principia for annual
               purchases over and above *** Wafers. Notwithstanding the
               provisions of this Paragraph 5(a), Principia shall continue to
               make the Monthly Facility Payments without abatement or reduction
               until the liquidation of the outstanding balance on the Guarantee
               Account.

          b)   Bandwidth is an independent contractor of Principia. This
               Agreement confers no additional rights, privileges or obligations
               upon either Party beyond those stated herein, and an implied duty
               of good faith and fair dealing of the kind that would normally
               exist between vendor and customer. The parties do not intend that
               one Party shall be the agent, representative, or partner of the
               other Party in any respect. Neither Party shall hold itself out
               to be the agent, representative, or partner of the other, and
               neither shall be liable as such.

          c)   If and when Principia places a Purchase Order for what would
               amount to an aggregate annual production of greater than ***
               (***) Wafers, the Parties shall endeavor in good faith to
               negotiate pricing for the exclusive manufacturing arrangement
               contemplated herein that may provide a

*** Represents text omitted pursuant to a request for confidential treatment.
The omitted material has been filed separately with the Securities and Exchange
Commission.

                                        8
<PAGE>

               reduction to reflect efficiencies realizable due to economies of
               scale and other reducing factors.


     6.   ORIGIN AND OWNERSHIP OF INTELLECTUAL PROPERTY

          a)   Principia hereby grants to Bandwidth a license to use any and all
               Principia Background IP for the following uses: ***   At the
               request of Bandwidth, Principia shall make the Principia
               Background IP available in one or more commercially-useful media,
               ***. In the event that this Agreement is assigned pursuant to
               Section 17, this license shall be fully transferable to any
               permitted assignee. All transfers of the Technology shall be
               subject to the terms of the Confidential Disclosure Agreement
               signed between the Parties and attached hereto as Exhibit G,
               which shall remain in effect for the entire Term of this
               Agreement.

          b)   Bandwidth hereby grants to Principia a license to use all of the
               Bandwidth Background IP to the extent that Principia requires the
               use of the Bandwidth Background IP for the purposes of fulfilling
               its obligations under Section 2 and Section 3, hereinabove, such
               license(s) to be worldwide, exclusive, royalty-free, and for the
               Term of this Agreement.

          c)   Upon either Party's discovery, invention, or other recognition of
               any novel piece of Intellectual Property in the course of the
               fulfillment of its obligations under this Agreement (the
               "Developed Intellectual Property"), the developing Party shall
               promptly disclose to the non-developing Party the nature and
               application of such development. Upon such disclosure, the
               Developed Intellectual Property shall become the sole and
               exclusive property of the Party that created such Intellectual
               Property, unless the Developed Intellectual Property was the
               result of the material participation and collaboration of both
               Parties (the "Joint Intellectual Property").

          d)   ***

*** Represents text omitted pursuant to a request for confidential treatment.
The omitted material has been filed separately with the Securities and Exchange
Commission.

                                        9
<PAGE>

     7.   GENERAL REPRESENTATIONS AND WARRANTIES

          Each Party to this Agreement individually represents, warrants, and
          agrees that: (i) it has sufficient autonomy and/or authority to enter
          into this Agreement; (ii) it is capable of rendering the services
          and/or attending to the obligations herein set forth; (iii) it is able
          to use the Technology and related information without restriction;
          (iv) it has no obligation to any other Party and parties that would
          create a conflict with its performance of its obligations under this
          Agreement, or otherwise inhibit such performance; (v) it knows of no
          conflict or potential conflict between its use of the Technology to
          which it alleges a proprietary interest and that of any other Party.
          In addition, the Parties hereby represent, warrant, and agree that
          they and their representatives, agents, and assigns shall not use or
          employ the Intellectual Property disclosed herein (including
          substantially similar methodologies) except for the obligations
          undertaken as set forth herein, nor shall either Party reverse
          engineer any aspect of the other Party's Background IP.


     8.   LIMITED PRODUCT WARRANTY AND EXCLUSIONS

          Bandwidth warrants that it shall use commercially reasonable efforts
          to ensure that its manufacturing processes follow the specifications
          for Principia's structure as set forth in EXHIBIT A, and follow the
          manufacturing specifications and related process parameters therein
          established for Wafer manufacture. Bandwidth further warrants that it
          shall perform the agreed quality control procedures set forth at
          EXHIBIT A to detect non-conformities, and shall reject wafers having
          non-conformities outside the range established by those tolerances set
          forth as part of the manufacturing inspection protocol in EXHIBIT A.
          Wafers delivered to Principia shall be those measured for conformity
          to the specifications by a certified measurement and inspection system
          previously agreed upon by the Parties and are set forth as part of the
          manufacturing inspection protocol stated in EXHIBIT A. The parties
          acknowledge and agree that Bandwidth makes no representation or
          warranty as to its minimum staff availability or as to the outcome or
          timing of its obligations under this Agreement, and that no such
          representation or warranty shall be effective unless specifically
          stated in writing by a duly and actually authorized officer of
          Bandwidth. Principia will remain solely responsible for ascertaining
          the design integrity, functionality, and suitability of the Wafers, as
          well as the absence of intellectual property infringement and design
          defects.

          AS PROVIDED AT PARAGRAPH 4(E), HEREINABOVE, PRINCIPIA'S SOLE RECOURSE,
          AND BANDWIDTH'S SOLE LIABILITY, FOR WAFERS THAT ARE NONCONFORMING IN
          ANY REGARD IS THE REPAIR (TO THE EXTENT THIS OPTION IS AVAILABLE),
          REPLACEMENT, OR REFUND, SOLELY AT THE ELECTION OF BANDWIDTH, OF SUCH
          WAFERS, AT BANDWIDTH'S EXPENSE. THIS LIMITED WARRANTY, AS SPECIFICALLY
          SET FORTH HEREIN, IS THE ONLY WARRANTY THAT APPLIES TO ANY PRODUCT OR
          SERVICE UNDER THIS AGREEMENT, AND PRINCIPIA SHALL HAVE NO RECOURSE TO
          ANY OTHER EXPRESS OR IMPLIED WARRANTY.

          IN NO EVENT, UNDER ANY CIRCUMSTANCES, SHALL BANDWIDTH BE LIABLE FOR:
          (I) ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, PRODUCTS
          LIABILITY, OR OTHERWISE, OF LOST PROFITS, INDIRECT OR CONSEQUENTIAL
          DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS

                                       10
<PAGE>

          OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF USE DAMAGES
          ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES AND/OR
          SUPPLY OF PRODUCTS HEREUNDER; (II) ANY CLAIM MADE BASED ON A REJECTED
          WAFER; (III) ANY CLAIM BASED ON A WAFER THAT HAS BEEN ACCEPTED IN
          ACCORDANCE WITH PARAGRAPH 4(E); (IV) CLAIMS BASED UPON REJECTIONS
          ARISING WITH BANDWIDTH'S USE OF ERRONEOUS OR INCOMPLETE SPECIFICATIONS
          DERIVED FROM ANY INFORMATION FURNISHED BY PRINCIPIA; (V) CLAIMS WHICH
          RESULT FROM THE EMERGENCE OF LATENT DEFECTS IN, OR NEGLIGENT
          MANUFACTURE OF, RAW OR BASE MATERIALS USED IN THE EPITAXIAL METAL
          ORGANIC CHEMICAL VAPOR DEPOSITION PRODUCTION OF THE WAFERS, PROVIDED
          THAT BANDWIDTH CAN DEMONSTRATE HAVING USED REASONABLE DUE DILIGENCE TO
          INSPECT ALL RAW OR BASE MATERIALS USED IN WAFER MANUFACTURE UPON
          RECEIPT; AND (VI) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
          PARTICULAR PURPOSE OTHER THAN THE FABRICATION BY PRINCIPIA OF THE
          DEVICE.


     9.   LIABILITY AND INDEMNIFICATION

          Principia hereby agrees to indemnify and hold harmless Bandwidth, its
          officers, employees, contractors, and affiliates from any and all
          liabilities, losses, claims, damages, costs, and expenses (including,
          without limitation, court costs and reasonable attorneys',
          consultants' and accountants' fees and other expenses and costs of
          litigation) arising out of or resulting from:

          a)   Any legal or administrative claim whatsoever arising with respect
               to this Agreement or its subject matter, or the design, use,
               distribution, testing, marketing, or sale of the Wafers or the
               provision of any services as provided in this Agreement,
               including, but not limited to, any claim of products liability,
               design defect, violation of law or regulation (including any
               product recall), breach of implied warranty, intellectual
               property infringement, negligence, or other tort or contract
               claim of any nature whatsoever, including any such claim brought
               by Principia or any third party; and

          b)   Any failure of any business opportunities of Principia,
               including, without limitation, any such failure due to
               Principia's dissatisfaction or alleged dissatisfaction with the
               timeliness, quantity, or outcome of Bandwidth's fulfillment of
               its obligations hereunder (unless arising for a material breach
               of the specific terms and conditions of this Agreement).

          Principia's obligation to defend and indemnify Bandwidth with respect
          to claims asserted by Principia or any third party is conditioned upon
          the Bandwidth giving prompt written notice to Principia of the claim.
          Bandwidth shall have sole and exclusive control of the defense of the
          claim and any settlement negotiations, including the exclusive
          authority to compromise any claim and make all strategy decisions
          regarding all facets of the litigation or matter. Principia shall bear
          all expenses associated with such defense.

                                       11
<PAGE>

     10.  TERM AND TERMINATION

          a)   This Agreement shall be in effect as of the Effective Date. The
               Term of the Agreement shall be defined as the sixty (60) month
               period commencing on the date in which Principia shall begin
               making Monthly Facility Availability Payments to Bandwidth under
               the terms of this Agreement and shall continue in effect for
               sixty (60) months (the "Term"). Notwithstanding the foregoing,
               the Term shall expire not later than 31 May 2012. Not later than
               1 December 2011 but within thirty (30) days of the end of the
               Term (unless otherwise agreed by the Parties in writing), the
               Parties may extend the Term of this Agreement by any number of
               months mutually agreeable through a written amendment hereto.

          b)   This Agreement is terminable by either Party for a material
               breach upon the passage of thirty (30) days after written notice
               of such breach without cure.

               Principia may declare Bandwidth to be in "material breach" of
               this Agreement: (i) in any instance in which Bandwidth fails to
               meet any Wafer delivery schedule established by Principia and
               agreed to by Bandwidth in writing; (ii) in any instance when more
               than *** percent (***%) of the Wafers shipped to Principia fail
               to meet the established acceptance criteria provided in EXHIBIT
               A, except that Bandwidth shall not be considered to be in default
               if: (x) it has materially complied with the Risk Management Plan,
               which shall be agreed and reduced to writing by the Parties, in
               good faith and within a reasonable time after the Effective Date
               (but no more than one hundred twenty (120) days thereafter, and
               which shall be attached hereto as EXHIBIT H; (y) the alleged
               breach is due to defective or erroneous technical information
               supplied by Principia or its agents; or (z) it has provided
               notice to Principia of a FORCE MAJEURE event; or (iii) for
               breaches of any material terms or conditions of this Agreement.

               Bandwidth may declare Principia to be in "material breach" of
               this Agreement in any instance in which Principia: (i) fails to
               make any payment established by the provisions of this Agreement;
               or (ii) breaches any material terms or conditions of this
               Agreement, except that Principia shall not be considered in
               default if it provides notices to Bandwidth of a FORCE MAJEURE
               event.

          c)   This Agreement may be terminated by either Party immediately in
               the event that the other Party has invoked, as a debtor, any laws
               relating to the relief of debtors' or creditors' rights, or has
               had such laws invoked against it, or has become involved in any
               liquidation or termination of business, or has been adjudicated
               bankrupt or involved in an assignment for the benefit of its
               condition.

          d)   The effect of the termination of this Agreement by either Party,
               once effective, shall be that all rights, privileges and
               obligations hereunder shall cease, with the following exceptions:

               i)   In the event of Principia's default, any unpaid balance
                    payable under Section 4 owed by Principia to Bandwidth (or
                    any minimum required orders that have not been paid for)
                    shall become immediately due and payable, which balance may
                    be collected by recourse to the Pledged Shares, and
                    Bandwidth shall have any and all rights at law to collect
                    the same.

*** Represents text omitted pursuant to a request for confidential treatment.
The omitted material has been filed separately with the Securities and Exchange
Commission.

                                       12
<PAGE>


               ii)  Bandwidth shall deliver, under the delivery terms provided
                    in Paragraph 4(d), hereinabove, all processed or unprocessed
                    Wafers in its custody that belong to Principia (i.e., all
                    those for which Principia has paid), except that Bandwidth
                    may retain any Wafers in its possession to use to set off
                    against liabilities then outstanding from Principia to
                    Bandwidth.

               iii) Both Parties shall immediately return to the other all
                    proprietary information belonging to the other, without
                    retaining any copies, but each Party may retain a catalogue
                    of such proprietary information.

               iv)  Both Parties shall observe all provisions of Section 13,
                    should the termination of this Agreement be in dispute.


     11.  NO WAIVER

          Waiver of any provision of this Agreement, in whole or in part, in any
          one instance shall not constitute a waiver of any other provision in
          the same instance, or any waiver of the same provision in any other
          instance, but each provision shall continue in full force and effect
          with respect to any other then-existing or subsequent breach.


     12.  NOTICE

          Any notice required or permitted under this Agreement shall be given
          in writing to the Parties at their respective addresses as specified
          above, or at such other address for a Party as that Party may specify,
          by notice: (i) by delivery in hand; (ii) by registered or certified
          mail, return receipt requested; or (iii) by courier or some other form
          of expedited delivery service that provides for delivery to the sender
          of a signed receipt. Notice so sent shall be effective upon receipt
          unless otherwise specified herein.

          Notices directed to Principia shall be addressed:

          Principia Lightworks, Inc.
          6455 Independence Avenue
          Woodland Hills, CA  91367
          Attn: President

          Notices directed to Bandwidth shall be addressed:

          Bandwidth Semiconductor, LLC
          25 Sagamore Park Road
          Hudson, NH  03051
          Attn: General Manager


     13.  DISPUTES

          a)   In the event of any dispute or claim for damages with respect to,
               or in connection with, this Agreement, or arising out of any of
               the transactions described herein, the parties will first use all
               reasonable endeavors to resolve the matter on an amicable

                                       13
<PAGE>

               basis. No recourse to arbitration by one party against another
               party will take place unless the Parties have attempted to
               amicably resolve the matter for a period of not less than thirty
               (30) days.

          b)   If the parties are unable to resolve the Dispute in accordance
               with the provisions of Paragraph 13(a) above, such Dispute will
               be settled by arbitration as hereinafter provided, which shall be
               the sole and exclusive procedure for its resolution.

          c)   All proceedings in any such arbitration will take place in
               Chicago, Illinois, according to the American Arbitration Rules of
               Conciliation and Arbitration. The costs of arbitration shall be
               shared equally by the Parties.

          d)   Any arbitration award will be final and binding upon the parties.


     14.  FORCE MAJEURE

          Neither Party to this Agreement shall be responsible to the other
          Party for delays or errors in its performance or other breach under
          this Agreement occurring solely by reason of circumstances beyond its
          control, including: acts of civil or military authority; national
          emergencies; fire; major mechanical breakdown; labor disputes; flood
          or catastrophe; acts of God; insurrection; war; riots; severe weather;
          or, solely in the case of Bandwidth as to third parties, delays of
          suppliers or of the supply of tainted, contaminated, substandard, or
          non-conforming materials, the existence of which is not discovered
          until such material is used.


     15.  MISCELLANEOUS

          This Agreement: (i) may be executed in any number of counterparts,
          each of which, when executed by both Party's to this Agreement shall
          be deemed to be an original, and all of which counterparts together
          shall constitute one in the same instrument; (ii) shall be governed by
          and construed under the laws of The Commonwealth of Massachusetts
          applicable to contracts made, accepted, and performed wholly in The
          Commonwealth, without application to the principal of conflict of
          laws; (ii) except and to the extent expressly provided for in Sections
          2, 3, 4, 6, 10, and this Section 15 (see below), this Agreement
          constitutes the entire agreement between the parties with respect to
          its subject matter, superseding all prior oral and written (except as
          previously noted) written communications, proposals, negotiations,
          representations, understandings, courses of dealing, agreements,
          contracts, and the like between the Parties in such respect; (iv) may
          be amended, modified, and any right under this Agreement may be waived
          in whole or part, only by writing signed by both Parties; (v) contains
          headings only for convenience, which headings do not form part, and
          shall not be used in construction, of this Agreement; (vi) shall bind
          and inure to the benefit of the Parties and their respective legal
          representatives, successors and assigns, including, without
          limitation, to a parties corporate parents or affiliates, provides
          that no Party may delegate any of its obligations under this Agreement
          or assign this Agreement except to a related entity or successor by
          sale or merger, without prior written consent of the other Party;
          (vii) is in the English language only which language shall be
          controlling in all aspects; (viii) requires the Parties hereto during
          the entire period it is in effect to maintain general liability
          insurance

                                       14
<PAGE>

          with an aggregate value of two million ($2,000,000.00) and each Party
          shall name the other as an additional insured and shall provide proof
          of the same.


     16.  COMPLIANCE WITH LAWS GENERALLY

          Both Parties agree they shall diligently comply with all relevant
          laws, statutes, orders and administrative regulations of all relevant
          jurisdictions, at all relevant times. Each Party additionally agrees
          to indemnify and hold the other Party harmless from any governmental
          action at law that results from the willful or negligent failure of
          the indemnifying Party to comply with any relevant law, statute, order
          or administrative regulation. The parties hereby certify that they
          are, to the best of their knowledge, compliant with all such laws,
          statutes, orders, and administrative regulations.


     17.  ASSIGNMENT

          This Agreement shall not be assignable by either Party hereto without
          the express prior written consent of the other Party, except that it
          may be assigned without such consent to the successors to and assigns
          of substantially the entire assets and/or business of such Party in a
          Change of Control transaction. No assignments hereof shall be valid
          without the assumption in writing by such successors or assigns of all
          obligations under this Agreement. When duly assigned in accordance
          with foregoing, this Agreement shall be binding upon and inure to the
          benefit of the assignee.


     18.  INTEGRATION; ENTIRE AGREEMENT

          This Agreement and the exhibits hereto, contain the entire
          understanding between the Parties and supersede all prior written and
          oral agreements, understandings and negotiations, with regard to the
          subject matter contained herein. This Agreement, including this
          provision, may not be amended, modified or supplemented absent a
          written instrument signed by both parties.


     19.  SECRETARY'S CERTIFICATE

           At the time of the execution of this Agreement, Principia shall
           provide to Bandwidth a Secretary's Certificate, in substantially the
           same form as attached hereto as EXHIBIT H, which shall represent and
           warrant that the Principia signatory hereto has been duly authorized
           as required under Principia's Charter, By-laws, or other controlling
           corporate documents and protocols.

     20.  UNITED STATES EXPORT REGULATIONS

          The Parties are subject to the Export Regulations of the United States
          Department of Commerce and other regulatory agencies that regulate the
          export from the United States of certain technical data, information
          and materials. Because of these regulations, the Parties to this
          Agreement recognize that they may not be able to export certain
          technical data, information and materials to certain countries, if at
          all, without a validated export license. Principia and Bandwidth
          represent to each other that they are sufficiently knowledgeable
          regarding such Export Regulations and agree to exercise all necessary
          due diligence to insure that such regulations are not violated during
          the course of their joint and individual performance of the
          obligations set forth herein, including, but not limited

                                       15
<PAGE>

          to, undertaking to secure a similar representation from all customers
          to whom to whom the Device is sold.


IN WITNESS WHEREOF, the Parties hereto have set their respective had and seals
signifying their concurrence and endorsement with and of the foregoing, in a
number of counterpart copies, each of which shall be deemed to be an original
for all purposes and deemed effective and binding on the date at the head of
this document.


PRINCIPIA LIGHTWORKS, INC.

/s/ Michael D. Tiberi
-----------------------------
By:    Michael D. Tiberi
Title: President
Date:  August 29, 2006


BANDWIDTH SEMICONDUCTOR, LLC

/s/ Edward Gagnon
-----------------------------
By:    Edward Gagnon
Title: General Manager
Date:  August 29, 2006





















                                       16