EXHIBIT  10.8

                                    SUBLEASE
                                    --------


THIS  SUBLEASE, made and entered into this 30 day of June, 2003, between Newport
Corporation,  a  Nevada  corporation  ("SUBLESSOR")  and  APA  Optics,  Inc.,  a
Minnesota  corporation  ("SUBLESSEE").

RECITALS:

     A.     A  lease  ("PRIME  LEASE")  dated  December  22,  1995, was made and
entered  into between Bass Lake Properties Partnership, L.L.P., as Landlord, and
Newport  Corporation,  as  Tenant,  and  whereas Bass Lake Properties Realty has
succeeded  to  interest of the Landlord pertaining to Premises described as 5480
Nathan  Lane, City of Plymouth, County of Hennepin, State of Minnesota and which
Prime  Lease  and  all  Amendments  are  attached  hereto  as  Exhibit  A.
                                                               ----------

     B.     The parties hereto desire that the Sublessor sublet to the Sublessee
and  that  the  Sublessee  take  from  the Sublessor the portion of the Premises
leased  under  the  Prime  Lease  containing approximately 37,020 square feet of
rentable  area  (hereinafter  referred  to  as the "Sublet Area") as depicted on
Exhibit  B,  attached  hereto  and  made  a  part  hereof.
----------

     NOW,  THEREFORE,  in  consideration  of  the  foregoing premises and of the
mutual  covenants  hereinafter  contained, but subject to the consent thereto by
Landlord,  the  Sublessor  does hereby sublet to the Sublessee and the Sublessee
does  hereby  rent  and  take  from  Sublessor,  the Sublet Area, subject to the
following  terms  and  conditions:

1.   Sublease  Term.  The term of this Sublease shall commence on that date (the
     --------------
     "Commencement  Date") which is the earlier of (a) September 1, 2003 and (b)
     the date Sublessee takes possession of the Sublet Area, and shall terminate
     June  30,  2006 (the "Sublease Term"). Sublessee may take possession of the
     Premises  at  any  time  after  approval  of  this Sublease by Landlord, at
     Sublessee's  option.  Without the further act or deed of the Landlord or of
     either  party hereto the term of this Sublease shall terminate and be of no
     further  force  or  effect  on  the  date  set  forth  above  and upon such
     termination  the Sublessee shall immediately vacate the Sublet Area leaving
     it  in  the condition which, under the terms of the Prime Lease, the Tenant
     thereunder  is  obligated  to  leave  the  same.

2.   Rent  and  Utilities.
     --------------------

     (a)  Gross  Rent.  The  Sublessee shall pay to the Sublessor Gross Rent for
          -----------
          the Sublet Area in the amount of Eighteen Thousand Twenty-Five Dollars
          ($18,025.00)  per  month  (the "Gross Rent"), in advance, on the first
          day  of  each  month  during the Sublease Term commencing September 1,
          2003, without deduction, abatement, set-off, prior notice or demand of
          any  kind.  Except as set forth in subparagraph 2(b) below, such Gross
          Rent  includes  all  taxes,  operating  expenses  and  common  area
          maintenance  charges  relating  to  the  Sublet  Area.

     (b)  Utilities.  From  and after the Commencement Date, the Sublessee shall
          be  responsible  for all costs of "Utilities" (as hereinafter defined)
          provided  to  or  used  by  the  Sublet  Area. As soon as practicable,
          Sublessee  shall  transfer  all  accounts  relating  to Utilities into
          Sublessee's name, and shall pay all costs of Utilities directly to the
          Utility  companies.  Sublessor  shall  cooperate  with  Sublessee  in
          effecting such transfer. Pending such transfer, Sublessee shall pay to
          Sublessee,  as additional rent, an amount equal to all Utility charges
          billed  directly  to  Sublessor.  As used herein, the term "Utilities"
          shall  mean  all  services  generally  considered  to  be  utilities,
          including  but  not  limited to electricity, gas, [water,] trash/waste
          disposal,  janitorial,  phone  service,  and  Internet  service.


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     (c)  Payment.  All  rent  shall be paid to the Sublessor at the address set
          -------
          forth  in  Paragraph  7 hereof or at such other address and/or to such
          other party as the Sublessor may from time to time elect by giving not
          less  than  ten  (10)  days  advance  written  notice  thereof  to the
          Sublessee.

3.   Use.  The  Sublessee  may use the Sublet Area for general office, warehouse
     ---
     and  light manufacturing purposes and for no other purposes whatsoever. The
     Sublessee  will  not  use  the Sublet Area or permit the Sublet Area or any
     part  of the Property of which it is a part, to be used in violation of (a)
     any  of  the  terms, covenants or conditions of the Prime Lease, or (b) any
     laws,  ordinances,  regulations  or  requirements  of  any  governmental or
     quasi-governmental  authority  having  jurisdiction  over  the Sublet Area.

4.   Prime  Lease.
     ------------

     (a)  Incorporation  of  Prime  Lease.  Except  as expressly provided to the
          -----------------------------
          contrary  herein,  all  of  the  terms,  covenants,  conditions,  and
          restrictions  of the Prime Lease (including Exhibits A and D through H
          thereto) are incorporated herein by this reference as though fully set
          forth at length. Sublessee takes the Sublet Area, and this Sublease is
          expressly  made,  subject  to all of the terms, covenants, conditions,
          and  restrictions  of  the  Prime  Lease.  Except  as modified by this
          Sublease,  Sublessee  shall  comply  with  and  be bound by all of the
          terms,  covenants, conditions, and restrictions contained in the Prime
          Lease,  and  shall  perform  all  of Sublessor's obligations under the
          Prime  Lease.  When  the context requires, each reference in the Prime
          Lease  to  Lessor  shall  be  deemed  to  refer to Sublessor, and each
          reference  therein to Lessee shall be deemed to refer to Sublessee. As
          between  Sublessor  and Sublessee, any inconsistency between the terms
          of the Prime Lease and the terms of this Sublease shall be governed by
          the terms of this Sublease. Sublessee acknowledges and represents that
          it  has  received  and reviewed the Prime Lease. If the Prime Lease is
          terminated,  this  Sublease  shall  terminate  simultaneously  and any
          unearned  rent  paid  in  advance  shall  be  refunded  to  Sublessee.
          Sublessee  shall be bound to Sublessor (in addition to Landlord) under
          the same terms and conditions of the Prime Lease as if the Prime Lease
          had  been  an instrument executed between Sublessor and Sublessee, but
          subject  to  the  terms  and  conditions  of  this  Sublease.

     (b)  Variations  from  Prime Lease. Sections 4, 5, 6, 9 and 25 of the Prime
          -----------------------------
          Lease,  Exhibit  E  to  the  Prime  Lease and Sections 1-5, 7 and 8 of
          Exhibit  H  to  the  Prime  Lease  shall  not  apply to this Sublease.

     (c)  Performance  Under  Prime  Lease.  Sublessor's  performance under this
          --------------------------------
          Sublease  shall  be  subject  to  the  following  provisions:

          (i)  Sublessee  recognizes  that  Sublessor  is  not  in a position to
               render  any  of the services or to perform any of the obligations
               required  of  the  Landlord  by  the  terms  of  the Prime Lease.
               Therefore,  notwithstanding anything to the contrary contained in
               this  Sublease, Sublessee agrees that performance by Sublessor of
               its obligations hereunder are conditional upon due performance by
               the  Landlord  of  its  corresponding obligations under the Prime
               Lease,  and  Sublessor  shall  not be liable to Sublessee for any
               default  of  the  Landlord under the Prime Lease. Sublessee shall
               not  have any claim against Sublessor by reason of the Landlord's
               failure  or  refusal  to comply with any of the provisions of the
               Prime  Lease  unless  such  failure  or  refusal  is  a result of
               Sublessor's  act or failure to act. This Sublease shall remain in
               full  force  and  effect  notwithstanding  Landlord's  failure or
               refusal to comply with any such provisions of the Prime Lease and
               Sublessee  shall  pay  rent  and  additional  rent  and all other
               charges  provided  for herein without any abatement, deduction or
               setoff whatsoever. Sublessee covenants and warrants that it fully
               understands and agrees to be subject to, and bound by, all of the
               covenants,  agreements,  terms,  provisions and conditions of the
               Prime  Lease,  except  as modified herein. Furthermore, Sublessee
               and  Sublessor  further  covenant not to take any action or do or
               perform  any act or fail to perform any act which would result in
               the failure or breach of any of the covenants, agreements, terms,
               provisions  or  conditions  of the Prime Lease on the part of the
               Lessee  thereunder.

          (ii) Whenever  the  consent  of  Landlord  shall  be  required  by, or
               Landlord  shall  fail to perform its obligations under, the Prime
               Lease, Sublessor agrees to use commercially reasonable efforts to
               obtain, at Sublessee's sole cost and expense, such consent and/or
               performance  on  behalf  of  Sublessee.


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          (iii)  To  its  actual knowledge, Sublessor represents and warrants to
               Sublessee  that  the Prime Lease is in full force and effect, and
               Sublessor  has  neither  given  nor  received a notice of default
               pursuant  to  the  Prime  Lease.

          (iv) Sublessor agrees not to terminate the Prime Lease voluntarily, or
               modify  the  Prime  Lease  in  a  manner  that  adversely affects
               Sublessee's  rights  under this Sublease. Sublessee and Sublessor
               shall  each refrain from any act or omission that would result in
               the  failure  or  breach  of  any of the covenants, provisions or
               conditions of the Prime Lease on the part of the Lessee under the
               Prime  Lease.

     (d)  Indemnity.  Sublessee shall indemnify and hold Sublessor harmless from
          ---------
          any  and  all  liability,  cost,  expense,  action  or claim of nature
          (including  defaults  under  Prime Lease) arising out of or related to
          Sublessee's  use  and  occupancy  of  the  Sublet  Area.

     (e)  Landlord's  Approval.  Landlord's  written consent to this Sublease in
          --------------------
          accordance with the terms of the Prime Lease is a condition subsequent
          to  the  validity  of  this  Sublease.

5.   Hazardous  Materials.
     --------------------

     (a)  The  term "Hazardous Material" as used in this Sublease shall mean any
          product,  substance,  chemical,  material  or  waste  whose  presence,
          nature,  quantity  and/or  intensity  of  existence, use, manufacture,
          disposal,  transportation,  spill, release or effect, either by itself
          or in combination with other materials expected to be on the premises,
          is  either:  (i) potentially injurious to the public health, safety or
          welfare, the environment, or the Property; (ii) regulated or monitored
          by  any  governmental  authority;  or  (iii)  a  basis  for  potential
          liability of Sublessor to any governmental agency or third party under
          any applicable statute or common law theory. Hazardous Materials shall
          include,  but  not  be  limited to, hydrocarbons, petroleum, gasoline,
          crude  oil  or  any  products or by-products thereof. "Reportable Use"
          shall  mean  (i)  the installation or use of any above or below-ground
          storage  tank(s),  (ii)  the  generation,  possession,  storage,  use,
          transportation,  or  disposal  of a Hazardous Material that requires a
          permit  from,  or with respect to which a report, notice, registration
          or  business  plan  is  required  to  be filled with, any governmental
          authority,  and  (iii)  the  presence in, on, over, under or about the
          Sublet  Area  of  Hazardous  Materials  with  respect  to  which  any
          applicable  laws require that a notice be given to persons entering or
          occupying  the  Sublet  Area  or  neighboring  properties.

     (b)  Sublessee shall not engage in any activity in or about the Sublet Area
          which  constitutes a Reportable Use of Hazardous Materials without the
          express  prior  written  consent  of  Sublessor.  Notwithstanding  the
          foregoing,  Sublessee may, without Sublessor's prior consent, but upon
          notice  to  Sublessor  and  in  compliance  with  all  applicable
          requirements,  use  any  ordinary  and  customary materials reasonably
          required to be used by Sublessee in the normal course of the permitted
          use,  so  long as such use is not a Reportable Use and does not expose
          the  Sublet  Area,  the  Property  or  neighboring  properties  to any
          meaningful  risk of contamination or damage or expose Sublessor to any
          liability  therefor.  Prior  to  bringing Hazardous Materials upon the
          Sublet Area or the Property, Sublessee shall submit a list of proposed
          Hazardous  Materials  to  the attention of Sublessor's Safety Officer.
          Sublessor  shall have a period of fifteen (15) days in which to review
          and  either  approve  or  disapprove  of  such  Hazardous  Materials.
          Sublessor  may  (but  without  any  obligation to do so) condition its
          consent  to any Reportable Use of any Hazardous Materials by Sublessee
          upon  Sublessee's  giving  Sublessor  such  additional  assurances  as
          Sublessor,  in  its  reasonable discretion, deems necessary to protect
          itself,  the public, the Sublet Area, the Property and the environment
          against  damage,  contamination  or  injury and/or liability therefor,
          including  but  not  limited  to  the  installation  (and, at Lessor's
          option,  removal  on  or  before  Sublease  expiration  or  earlier
          termination)  of  reasonably necessary protective modifications to the
          Sublet  Area  (such  as concrete encasements) and/or the deposit of an
          additional  Security  Deposit.

     (c)  If Sublessee knows, or has reasonable cause to believe, that Hazardous
          Materials  have  come  to be located in, on, under or about the Sublet
          Area  or  the  Property,  other  than  as  previously  consented to by
          Sublessor,  Sublessee  shall immediately give Sublessor written notice
          thereof,  together  with  a  copy  of  any  statement, report, notice,
          registration,  application,  permit,  business  plan,  license, claim,
          action,  or  proceeding  given  to, or received from, any governmental
          authority  or  private  party concerning the presence, spill, release,
          discharge of, or exposure to, such Hazardous Materials, including, but
          not  limited  to,  all  such  documents  as  may  be  involved


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<PAGE>
          in  any  Reportable Use involving the Sublet Area. Sublessee shall not
          cause  or permit any Hazardous Materials to be spilled or released in,
          on,  under  or  about  the Sublet Area (including, without limitation,
          through  the  plumbing  or  sanitary  sewer  system).

     (d)  Sublessee  shall  indemnity,  protect,  defend and hold Sublessor, its
          agents, employees, lenders and ground lessor, if any, the Property and
          the  Sublet  Area,  harmless  from  and  against  any and all damages,
          liabilities,  judgments,  costs,  claims,  liens, expenses, penalties,
          loss of permits and attorneys' and consultants' fees arising out of or
          involving  any  Hazardous Materials brought onto the Sublet Area by or
          for  Sublessee  of  by  anyone  under Sublessee's control. Sublessee's
          obligations  under  this Article shall include, but not be limited to,
          the  effects of any contamination or injury to person, property or the
          environment  created  or  suffered  by  Sublessee,  and  the  cost  of
          investigation  (including  consultants'  and  attorneys'  fees  and
          testing),  removal, remediation, restoration and/or abatement thereof,
          or  of  any  contamination  therein  involved,  and  shall survive the
          expiration  or  earlier  termination of this Sublease. No termination,
          cancellation  or  release  agreement  entered  into  by  Sublessor and
          Sublessee  shall  release  Sublessee  from  its obligations under this
          Sublease  with  respect to Hazardous Materials, unless specifically so
          agreed  by  Sublessor  in  writing  at  the  time  of  such agreement.

     (e)  Sublessee  shall  be  solely responsible for instructing its employees
          with  respect  to  laws  relating  to  Hazardous Materials compliance.

     (f)  The  requirements of this paragraph are in addition to and not in lieu
          of  those  set  forth  in  the  Prime  Lease.

6.   Notices  to  Landlord.  The Sublessee will notify the Landlord forthwith in
     ---------------------
     the  event of any default that occurs under the provisions of this Sublease
     which  comes  to the attention of the Sublessee, such notice to be given to
     the  Landlord  by  United  States  Mail,  registered  or certified, postage
     prepaid,  at the address provided for Landlord in the preamble to the Prime
     Lease  or  as  such  other  address  as  Tenant  shall be advised to use by
     Landlord.

7.   Notices. Any notice provided for herein shall be deemed to be duly given if
     -------
     made  in  writing  and  delivered  in  person to an office of such party or
     mailed  by  first  class  registered  or  certified  mail, postage prepaid,
     addressed  as  follows:

          If  to  Sublessor:          Newport  Corporation
                                      C/O Vice President Finance and Treasurer
                                      1791  Deere  Avenue
                                      Irvine,  CA  92606

          If  to  Sublessee:          APA  Optics
                                      C/O  President
                                      5480  Nathan  Lane  N
                                      Plymouth,  MN  55447

     or  to such other address with respect to either party hereto as such party
     shall  notify  the  other  party hereto in writing. Any notice so given, if
     mailed as aforesaid, shall be deemed received the second (2nd) day after it
     is  deposited  in  the  United  States  Mail.

8.   Limitation  of  Liability. Neither Sublessor or Landlord shall be liable to
     -------------------------
     Sublessee,  or those claiming through or under Sublessee, for injury, death
     or  property  damage occurring in, on or about the Sublet Area to Sublessee
     or  an  employee,  customer or invitee of the Sublessee and Sublessee shall
     indemnify  Sublessor  and Landlord and hold them harmless from any claim or
     damage arising out of any injury, death or property damage occurring in, on
     or  about  the Sublet Area to Sublessee or an employee, customer or invitee
     of  the  Sublessee.

9.   Insurance.
     ---------

     (a)  Sublessee shall, at its expense, maintain general commercial liability
          insurance  during  the  term of this Sublease as required by the Prime
          Lease  (See Exhibit A, Article II) in one or more companies acceptable
          to Sublessor and Landlord, naming Sublessor, Landlord and Sublessee as
          insureds, in form and substance reasonably


                                       18
<PAGE>
          acceptable  to  Sublessor  and  Landlord  (such  insurance  to  insure
          performance  by  Sublessee  or  its  obligations  under  paragraph  10
          hereof), such insurance to be in those amounts as set forth under said
          Article of the Prime Lease. Such insurance shall not relieve Sublessee
          of  its  obligations  under  paragraph  8.  Such  insurance  shall
          specifically  insure  the  performance  by  Sublessee of the indemnity
          obligations  contained  in paragraph 8. If Sublessee fails to maintain
          the  insurance  required  to  be  obtained  by  Sublessee  under  this
          paragraph  and  as provided in the Prime Lease, Sublessor may, without
          any  obligation  to  do  so,  obtain  the same at Sublessee's expense.

     (b)  No  policy of insurance obtained by the Sublessee under the provisions
          of this paragraph 9 may be canceled or terminated except upon not less
          than  twenty  (20)  days written notice to Sublessor and Landlord, and
          each  policy  shall contain a provision to that effect that the rights
          of  the  Sublessor and Landlord thereunder will not be affected by any
          defense  which the insurer may have against the Sublessee or any other
          party.  True  and  correct  copies  of  each  policy of insurance, and
          renewals  thereof,  obtained  by the Sublessee under the provisions of
          this paragraph 9, forthwith after issuance thereof, shall be delivered
          to  the  Sublessor  and  to  Landlord.

     (c)  The  parties,  on  behalf  of  their  respective  insurance  companies
          insuring such losses, waive any right of subrogation that one may have
          against  the  other.

10.  Right  of  Entry.  The  Sublessor  and Landlord, their authorized agents or
     ----------------
     attorneys,  may  at  any reasonable time, enter the Sublet Area to inspect,
     make  repairs,  improvements  and/or  changes  in  the Sublet Area or other
     premises  in  the  Property  of  which  the  Sublet  Area  is a part as the
     Sublessor and/or Landlord may deem proper; and there shall be no diminution
     of  rent or liability on the part of the Sublessor or Landlord by reason of
     inconvenience,  annoyance,  or  injury  to  business.

11.  Default;  Remedies.
     ------------------

     (a)  If  the  Sublessee defaults in the observance or performance of any of
          the Sublessee's covenants, agreements or obligations hereunder wherein
          the  default  can  be  cured  by  the expenditure of money, either the
          Sublessor  or  Landlord  may,  but  without  obligations  and  without
          limiting  any  other  remedies  which  they may have by reason of such
          default,  cure  the  default, charge the cost thereof to the Sublessee
          and  the  Sublessee shall pay the same forthwith upon demand, together
          with  interest  thereon  at  the  highest permissible rate of interest
          allowed  under the usury statutes of the State of Minnesota or in case
          no  such  maximum rate of interest is provided, at the rate of 12% per
          annum.

     (b)  If  the  Sublessee shall default as defined in Article 26 of the Prime
          Lease,  in the payment of any installment of rent or in the observance
          or  performance  of  any  of  the Sublessee's covenants, agreements or
          obligations hereunder, or if any proceeding is commenced by or against
          the  Sublessee  for  the  purpose  of  subjecting  the  assets  of the
          Sublessee  to  any  law relating to bankruptcy or insolvency or for an
          appointment  of  a  receiver  of  Sublessee  or  of any of Sublessee's
          assets,  of  if  Sublessee  makes  a general assignment of Sublessee's
          assets  for  the  benefit  of  creditors, then, in any such event, the
          Sublessor  may,  without process, re-enter immediately into the Sublet
          Area and remove all persons and property therefrom, and at its option,
          nullify  and cancel this Sublease with respect to all future rights or
          the  Sublessee  and have, regain, repossess and enjoy the Sublet Area,
          anything  herein  to  the  contrary  notwithstanding. Sublessee hereby
          expressly  waives the service of any notice in writing of intention to
          re-enter as aforesaid, and also all right of restoration to possession
          of  the  Sublet  Area  after re-entry or after judgment for possession
          thereof.  In  the  case  of  any  such termination, the Sublessee will
          indemnify  the  Sublessor against all loss of rents and other damages,
          which it may incur by reason of such termination during the residue of
          the  term  of  this Sublease, and also against all attorney's fees and
          expenses  incurred  in  enforcing  any  of the terms of this Sublease.

     (c)  Neither Sublessee's interest in this Sublease, nor any interest herein
          of  Sublessee nor any estate hereby created in Sublessee shall pass to
          any  trustee  or  receiver or assignee for the benefit of creditors or
          otherwise  by  operation  of  law. In the event Sublessee shall become
          bankrupt  or  insolvent,  or make a transfer in fraud of creditors, or
          make an assignment for the benefit of creditors, or take or have taken
          against  Sublessee,  or any proceeding of any kind under the provision
          of  the  Federal  Bankruptcy  Code or under any other federal or state


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<PAGE>
          insolvency, bankruptcy, reorganization or similar act or if a receiver
          or  trustee  is  appointed  for  a  substantial portion of Sublessee's
          assets, this Sublease shall immediately terminate and be of no further
          force  or  effect  whatsoever,  without  the necessity for any further
          action  by  Sublessor,  except that Sublessee shall not be relieved of
          obligations  which have accrued prior to the date of such termination.
          Upon  such  termination,  the  provisions  herein  relating  to  the
          expiration  or  earlier termination of this Sublease shall control and
          Sublessee shall immediately surrender the Sublet Area in the condition
          required  by  the provisions of this Sublease. Additionally, Sublessor
          shall  be  entitled  to all relief, including recovery of damages from
          Sublessee,  which  may from time to time be permitted, or recoverable,
          under  the  Federal  Bankruptcy  Code  or  any  other applicable laws.

     12.  Notwithstanding  anything  in  this  Sublease to the contrary, nothing
          herein  shall  relieve  any  of  the  Sublessor's  responsibilities to
          Landlord  and  said  responsibilities  derived  from  the  heretofore
          described  Prime  Lease.

13.  Assignment and Subleasing. The Sublessee shall not have the right to assign
     -------------------------
     this  Sublease  or  sublet  all  or any part of the Sublet Area without the
     prior  written  consent  of the Sublessor and of the Landlord which consent
     shall  not  be  unreasonably  withheld.

14.  Condition  of  Premises.  Sublessee  acknowledges  and  agrees  that,  as
     -----------------------
     consideration  for  the  reduced  rental  rate  being provided to Sublessee
     hereunder,  Sublessee  accepts  the  Sublet  Area in its "as-is" condition,
     without  Sublessor  providing  or  making any alterations, modifications or
     refurbishment.  Sublessee  has  made,  or  shall  make,  such  independent
     investigation  as  it  deems necessary or appropriate concerning the Sublet
     Area  and  the use thereof for Sublessee's intended purposes. Sublessor has
     not  made,  and does not make any representations, warranties or agreements
     as  to  any  matters  concerning  the Sublet Area or the physical condition
     thereof,  including,  but  not  limited to, square footage, compliance with
     existing  law,  utilities, present or future zoning, the purposes for which
     the  Sublet  Area  are  to  be  used,  environmental  condition, covenants,
     conditions  and restrictions, the heating, ventilating and air conditioning
     systems,  plumbing,  electrical  and  other  mechanical systems used in the
     operation  of the Sublet Area, roofs, walls and floors of the improvements,
     and  all  other  matters  which, in Sublessee's judgment, may bear upon the
     value  and suitability of the Sublet Area for Sublessee's purposes. Neither
     party is relying upon any statement or representation made by the other not
     embodied  in this Sublease. Except as expressly otherwise set forth in this
     Sublease, Sublessor hereby specifically disclaims any warranty, guaranty or
     representation,  oral  or  written,  past,  present or future, of, as to or
     concerning  (i)  the  nature  and  condition  of the Sublet Area, including
     environmental  conditions  or  the  presence  or  absence  of any Hazardous
     Materials, (ii) the suitability thereof for any and all activities and uses
     which  Sublessee  may elect to conduct thereon; and (iii) the compliance of
     the  Sublet  Area or its operation with any laws, ordinances or regulations
     of  any  government  or  other  body  (including  without  limitation,  the
     Americans  with  Disabilities  Act  ("ADA")).

15.  Security  Deposit.  Sublessee agrees to deposit with Sublessor, on the date
     -----------------
     hereof,  a Security Deposit in the amount of $18,025.00 which shall be held
     by  Sublessor,  without  interest,  as  security  for  the  performance  of
     Sublessee's  covenants  and  obligations  under  this  Sublease.  Upon  the
     occurrence if any event of default by Sublessee, Sublessor may from time to
     time  without  prejudice to any other remedy provided herein or provided by
     law,  apply  such Security Deposit to any arrears of rent or other payments
     due Sublessor under this Sublease, and any other damage, injury, expense or
     liability  caused  by  such  event of default without waiving such event of
     default  and  Sublessee  shall  pay  to  Sublessor  on demand the amount to
     implied  in order to restore the Security Deposit to its original amount of
     $18,025.00.  Although  the Security Deposit shall be deemed the property of
     the  Sublessor,  any  remaining  balance  of such Security Deposit shall be
     returned  by  Sublessor to Sublessee at such time after termination of this
     Sublease, that all of Sublessee's obligations under this Sublease have been
     fulfilled.

16.  Additional  Agreements  by Sublessor. The Sublessor acknowledges and agrees
     ------------------------------------
     to  the  following:

     (a)  It  has  the  right  to sublease the Sublet Area to Sublessee upon the
          terms  herein  stated;

     (b)  Subject  to the terms of this Sublease and the Prime Lease, Sublessee,
          upon  paying  the  rent  and all other charges herein provided for and
          observing and keeping the covenants, agreements, and condition of this
          Sublease  on  its  part to be kept, shall at all times during the term
          and  the  extension  term,  if  exercised, peaceably and quietly


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<PAGE>
          hold,  occupy  and  enjoy  the  Premises, without any disturbance from
          Sublessor  or from the Owner or from any person claiming through them.

     (c)  It  has  observed and kept and, subject to the terms of this Sublease,
          will  continue  to  observe  and  keep  all  covenants, agreements and
          conditions  of  the  Prime  Lease  and has paid the rent and all other
          charges  therein provided, and shall not modify or surrender the Prime
          Lease  without the prior written consent of Sublessee (which shall not
          be  unreasonably  withheld,  conditioned  or  delayed) so long as this
          Sublease  is  in  effect.

     (d)  It  shall provide to Sublessee copies of any and all notices Sublessor
          receives from the Owner, or any third party, regarding the Premises or
          the Lease as soon as reasonably practicable following receipt thereof.

     (e)  Sublessee  shall  have the option to terminate this Sublease Agreement
          in  the  event  Sublessor's  total  cash  equivalency  falls below one
          million  dollars  ($1,000,000).

17.  Use  of  Sublessor's Personal Property. During the Sublease Term, Sublessee
     shall  have  the  right  to  use  the  furniture, cubicles and phone system
     located  in the Sublet Area (the "Personal Property") at no charge. Exhibit
     B  contains  a  list of the Personal Property and outlines the areas of the
     Sublet  Area in which the Personal Property is located. Upon the expiration
     or earlier termination of this Sublease, Sublessee shall leave the Personal
     Property  in  the  Sublet Area in the same condition as on the date of this
     Sublease,  normal  wear  and tear excepted. Sublessee acknowledges that the
     Personal Property is being made available for Sublessee's use on an "as-is"
     basis,  without  any  warranty  whatsoever.  Sublessee  agrees  to protect,
     defend,  indemnify and hold Sublessor harmless from and against any and all
     liabilities,  claims,  expenses,  losses  and  damages,  including, without
     limitation,  reasonable attorneys' fees, costs and disbursements, resulting
     from  use  of  the  Personal  Property.

18.  Miscellaneous  Provisions.
     -------------------------

     a.   Waiver.  No  purported waiver by Sublessor of any default by Sublessee
          ------
          of any term, condition or covenant contained herein shall be deemed to
          be  a  waiver of such term, condition or covenant unless the waiver is
          in  writing and signed by Sublessor. No such waiver shall in any event
          be  deemed  a  waiver  of any subsequent default under the same or any
          other  term,  condition  or  covenant  contained  herein.  Sublessor's
          acceptance  of  rent or other charges following a default hereunder by
          Sublessee  shall  not  be  deemed  a  waiver of such default or of any
          earlier  default  by  Sublessee  of any term, condition or covenant of
          this  Sublease,  other  than  the  failure  of  Sublessee  to  pay the
          particular  rental so accepted, regardless of Sublessor's knowledge of
          such  default  at the time of such acceptance. The consent or approval
          by  Sublessor  to  or  of  any  act by Sublessee requiring Sublessor's
          consent  or  approval  shall not be deemed to waive the requirement of
          Sublessor's  consent  or  approval  to or of any subsequent or similar
          acts  by  Sublessee.

     (b)  Accord  and  Satisfaction.  No  payment  by  Sublessee  or  receipt by
          -------------------------
          Sublessor  of  a  lesser  amount  than  rent  and other charges herein
          stipulated shall be deemed to be other than on account of the earliest
          stipulated  rent  or  other  charge,  nor  shall  any  endorsement  or
          statement  on  any check or any letter accompanying a check or payment
          of  rent  or  other  charges  be  deemed  an  accord  or satisfaction.
          Sublessor  may  accept  such check or payment without charge or pursue
          any  other  remedy  in  this  Sublease.

     (c)  Entire  Agreement.  This  Sublease sets forth the entire understanding
          -----------------
          between  Sublessor  and  Sublessee  concerning  the  Sublet  Area  and
          incorporates  all  prior  negotiations and understandings. The parties
          hereto  agree  that  there  are  no  covenants,  promises, agreements,
          conditions  or  understandings,  either  oral  or  written, whatsoever
          between the parties hereto with respect to any subject covered by this
          Sublease  other than those set forth herein. No alteration, amendment,
          change or addition to this Sublease shall be binding upon Sublessor or
          Sublessee  unless  in  writing  and signed by the party to be charged.

     (d)  No  Partnership. Nothing contained in this Sublease shall be deemed or
          ---------------
          construed  by  the parties hereto or by any third person to create the
          relationship  of  principal  and  agent  or of partnership or of joint
          venture,  and  neither the method of computation of rent nor any other
          provision contained in this Sublease nor any act of the


                                       21
<PAGE>
          parties  hereto  shall  be  deemed  to create any relationship between
          Sublessor  and  Sublessee other than the relationship of Sublessor and
          Sublessee.

     (e)  Captions  and  Section  Numbers.  The  captions,  article numbers, and
          -------------------------------
          indices  appearing  in  this Sublease are inserted only as a matter of
          convenience.  They  do  not  define,  limit, construe, or describe the
          scope  or  intent  of  the  provisions  of  this  Sublease.

     (f)  Partial  Invalidity.  If  any  term,  covenant  or  condition  of this
          -------------------
          Sublease  or  the  application  thereof to any person or circumstances
          shall  be invalid or unenforceable, the remainder of this Sublease, or
          the  application  of  such  term,  covenant or condition to persons or
          circumstances  other  than  those as to which it is held invalid shall
          both  be  unaffected  thereby, and each term, covenant or condition of
          this  Sublease  shall  be  valid and be enforced to the fullest extent
          permitted  by  law.

     (g)  Authority.  Sublessee does hereby represent and warrant that Sublessee
          ---------
          is  duly  organized,  validly  existing and in good standing under the
          laws of the State in which it was organized and has all required power
          and  authority  to  own,  sublease,  hold  and  operate properties and
          conduct  business in the State of Minnesota, and concurrently with the
          execution  and  delivery  of  this Sublease, Sublessee shall submit to
          Sublessor  a  resolution  of  Sublessee's  directors (or shareholders)
          (certified  by Sublessee's secretary) confirming Sublessee's authority
          to  enter  into  this  Sublease.

     (h)  Governing  Law. This Sublease is deemed to have been made in the State
          --------------
          of  Minnesota,  and  its  interpretation,  its  construction  and  the
          remedies  for its enforcement or breach are to be applied pursuant to,
          and  in  accordance  with  the  laws  of  the  State  of Minnesota for
          contracts  made  and  to  be  performed  therein.

     (i)  Capitalized  Terms.  All terms spelled with initial capital letters in
          ------------------
          this  Sublease  that  are not expressly defined in this Sublease shall
          have  the  respective  meaning  given  such  terms in the Prime Lease.

     (j)  Counterparts.  This  Sublease  may be executed in facsimile and in any
          ------------
          number  of  counterparts,  each  of  which  shall  be  deemed to be an
          original  and  all of which together shall be deemed to be one and the
          same  instrument.

     (k)  Attorneys'  Fees.  If  any  dispute,  action,  lawsuit  or  proceeding
          ----------------
          relating  to  this Sublease, or any default thereunder, whether or not
          any  action,  lawsuit  or  proceeding is commenced, the non-prevailing
          party shall reimburse the prevailing party for its attorneys' fees and
          all fees, costs and expenses incurred in connection with such dispute,
          action,  lawsuit  or  proceeding,  including,  without limitation, any
          post-judgment  fees,  costs  or  expenses  incurred  on any appeal, in
          collection  of  any  judgment  or  in  appearing  in  any  bankruptcy
          proceeding.


     IN WITNESS WHEREOF, each of the parties hereto has caused their presence to
be  duly  executed  as  of  the  day  and  year  first  above  written.


SUBLESSOR:                                   SUBLESSEE:
Newport  Corporation                         APA  Optics,  Inc.


By:                                          By:
   ------------------------------               --------------------------------
   William  R.  Abbott,                         Anil  Jain,
   Vice President of Finance and Treasurer      President


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<PAGE>