EXHIBIT 10.31

EXECUTION COPY

SUPPLY AGREEMENT

This Supply
Agreement (this Agreement) dated
as of June 17, 2009 (the Effective
Date) is entered into between Zygo Corporation, a
Delaware corporation (Zygo) and
Nanometrics Incorporated, a Delaware corporation (Nano).

RECITALS

A.          Zygo
has developed and is the owner of certain technology related to Automated
Interferometer Systems (as defined below), including the Heads (as defined
below), the control, monitoring and analysis software, and electronic control
systems) as well as the automation of the systems that use these technologies.

B.          Zygo
seeks to establish a relationship with Nano, and Nano intends to establish a
relationship with Zygo, pursuant to which Nano becomes the exclusive provider
of the product referred to by Zygo as the Unifire
and other Approved Systems (as defined below) in the Approved Markets (as
defined below) that incorporate Heads.

C.          As
such, Zygo seeks to supply to Nano the Heads (as defined below), the Components
(as defined below), and certain other parts and components, and to transfer to
Nano certain flow through license rights and assets related to the Heads,
Components and the Unifire, in order to empower Nano as the exclusive provider
of Approved Systems in Approved Markets as described below.

AGREEMENT

In
consideration of the foregoing and the respective representations, warranties,
covenants and agreements contained in this Agreement and the Asset Transfer
Agreement (as defined below), and other good and valuable consideration, the
receipt and sufficiency of which each of the parties hereby acknowledges, and
intending to be legally bound hereby, the parties agree as follows:

1.          Definitions.
As used in this Agreement, the terms set forth in this Section 1 shall
have the meanings set forth below.

1.1          Approved
Markets means the following markets in which Nano will
have the exclusive right to market and sell Approved Systems, but limited to
Nanos Field of Use (defined below): [___ * ___].

1.2          Approved
Systems means the following types of systems that Nano
will have exclusive rights to market and sell in Approved Markets pursuant to
the terms of this Agreement: [___ * ___].

1.3          Asset Transfer Agreement means
that certain Asset Transfer Agreement of even date herewith entered into by
Zygo and Nano.

1.4          Automated Interferometer System
means an interferometer system including fully-automated wafer handling
equipment sufficient to enable in-line operation in the Approved Markets for
Nanos Field of Use, and specifically excluding laboratory tool interferometer
systems and semi-automated interferometer systems (such as those with motorized
stages). The Automated Interferometer Systems can be a stand-alone metrology
unit or it can be incorporated into another unit, such as a production unit to,
for example, provide real-time metrology feedback during production of a device.

1.5          Components means all
components of any of the Heads (defined below), all improvements or
modifications of such components made or acquired by Zygo during the term of
this Agreement, and all replacements for or successors of such components made
or acquired by Zygo during the term of this Agreement.

1.6          Flow-Through Licensed Technology
means [___ * ___].

1.7          Heads means the heads for
interferometers made by or for Zygo as described in Exhibit A attached hereto as well
as any heads hereafter made by or for Zygo that include modifications or
improvements but are generally the same as, or a successor of, such heads
described in Exhibit A.

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* CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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1.8          Nanos Field of Use means
in-line, fullyautomated wafer handling equipment, as opposed to laboratory
tools or semi-automated systems (such as those with motorized stages).

1.9          Net Revenues means the
revenues received by Nano from the sale of Approved Systems. Net Revenues do
not include any amounts which are (a) collected by Nano as sales tax, use
tax, or other taxes; or (b) refunded or otherwise credited to the Person
from whom Nano received such amounts; provided, however, that the calculation
for Net Revenues shall add back the dollar amount of any set-offs or other
types of credits paid, or reductions to the purchase price for, amounts Nano
may otherwise owe, to such customer for matters unrelated to the sale of
Approved Systems. For purposes of determining Net Revenues, revenues from Approved
Systems sold by Nano on credit shall not be considered received by Nano unless
and until such payments are actually collected by Nano.

1.10         Person means any individual,
partnership, corporation, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated organization,
government entity, agency or political subdivision of any governmental entity,
or any other entity.

2.          Purchase
and Sale of Heads and Components.

2.1          Supply
of Heads and Components. Zygo shall sell and deliver to Nano such Heads and
Components as Nano may order from Zygo during the term of this Agreement, in
accordance with the terms hereof.

2.2          Orders.
Each of Nanos orders for Heads or Components (an Order)
shall contain a description of the Heads or Components ordered, specify the
quantity and price of the Heads or Components ordered, specify the date on
which each order of Heads or Components is to be delivered and specify the
address to which the Heads or Components are to be shipped. Such specifications
will be within the parameters for Orders set forth on Schedule 2.2 hereto.

2.3          Purchase
Price.

2.3.1          [___
* ___].

2.3.2          The
price to be paid by Nano to Zygo for any Heads or Components not listed on
Exhibit B shall be determined in accordance with the provisions of this
subsection.

(a)             With
respect to each Head or Component not listed on Exhibit B that is substantially the same as a Head or
Component listed on Exhibit B
(a Category #1 New Head or Component)
the price to Nano of such Category #1 New Head or Component shall be equal
to the price to Nano of the Head or Component listed on Exhibit B that is substantially
the same as the Category #1 New Head or Component.

(b)             With
respect to each Head or Component not listed on Exhibit B that is not a Category #1 New Head or
Component (a Category #2 New Head or Component),
the price to Nano of such Category #2 New Head or Component shall be, from
time to time, an amount that [___ * ___] listed on Exhibit B (regardless of how
similar or dissimilar the Category #2 New Head or Component may be from a
Head or Component listed on Exhibit B).
For clarification, the parties acknowledge that the gross margins received by
Zygo on the sales of Head hardware, Head software and other Components
described in Exhibit B
may be different.

(c)             Zygo
and Nano agree to negotiate in good faith to agree upon the prices to be paid
by Nano for any Heads and Components not listed on Exhibit B, consistent with the
provisions of Section 2.3.2(b) above.

2.4          Payment.
Zygo shall issue its invoice to Nano for the price of Heads and Components
purchased by Nano upon delivery of such Heads and Components. Nano shall pay
Zygo the amount due under each of Zygos invoices within 30 days after
Nanos receipt of the invoice or delivery of the Heads or Components, whichever
is later. Zygo shall promptly furnish Nano with such documentation and
information as Nano may reasonably request to verify the amount due under any
of Zygos invoices. Notwithstanding the foregoing, to the extent any such Head
or Component is determined by Nano, after inspection as provided in Section 4
hereof, not to comply with specifications, payment for such non-complying Head
or Component only, may be withheld by Nano, with the remainder of the invoice
paid in full. In such event, Nano shall notify Zygo of such determination of
non-compliance and, at the request of Zygo, Nano shall return such non-complying
Head or Component to Zygo.

2.5          Cancellation
of Orders. Nano may at any time cancel any Order placed in good faith, as
to all or any portion of the Heads or Components not then delivered to and
accepted by Nano, by giving Zygo written notice of such cancellation. [___
* ___] In the event any Order is
cancelled by Nano, Nano will be responsible for cancellation charges as
follows:

(a)          [___ * ___];

(b)          [___ * ___];

(c)          [___ * ___];

(d)          [___ * ___].

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* CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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[___ * ___].

2.6          Taxes.
The prices specified in this Agreement do not include sales taxes that may be
imposed upon the sale of Heads or Components under this Agreement. Nano shall
pay such taxes that are properly due and payable. At Zygos request, Nano shall
provide Zygo with reasonable justification for Nanos position that any such
taxes are not properly due or payable (e.g., certification that such
sales are exempt from tax). If Zygo receives any assessment or other notice
with regard to any such taxes, Zygo shall immediately provide Nano with a copy
of such notice.

2.7          Exclusivity.
During the term of this Agreement, Zygo will not directly or indirectly (a)
sell to any Person other than Nano any Heads or Components for Approved
Systems, or Automated Interferometer Systems, to be marketed or sold in the
Approved Markets, or any Unifires or any other Approved Systems to be marketed
or sold in the Approved Markets, (b) make, have made, use, import, export,
maintain or repair any Approved Systems or portion thereof including the Head
for marketing or sale in any Approved Markets, (c) grant any right or license
to any Person other than Nano to make, have made, use, sell, license, import,
export, maintain or repair any Approved System or portion thereof including the
Head for marketing or sale in the Approved Markets, (d) provide any Person
with any training or other service pertaining to the Flow-Through Licensed
Technology with respect to the Approved Systems to be marketed or sold in the
Approved Markets, (e) exercise any rights under any third party rights that are
included in the Flow-Through Licensed Technology with respect to the Approved
Systems in the Approved Markets; or (f) sublicense or assign any rights in
the Flow-Through Licensed Technology with respect to the Approved Systems in
the Approved Markets. Notwithstanding the foregoing or anything to the contrary
in this Agreement, nothing herein shall prevent Zygo from providing, directly
or indirectly, (i) Automated Interferometer Systems in any markets other than
the Approved Markets or (ii) any other products, including without limitation
laboratory systems, semi-automated systems, and stage metrology interferometer
systems (such as distance measuring interferometry systems), in any market.

3.          Delivery.

3.1          Point
of Delivery. Zygo shall deliver all Heads and Components to Nano or to
Nanos customers F.O.B. or FCA (Incoterms) Zygos facility located at
Middlefield, Connecticut.

3.2          Shipment.
Zygo shall properly mark and otherwise identify the Heads and Components for
shipment to Nano or such other destination as may be specified by Nano in the
Order for such Heads and Components.

3.3          Packaging.
Zygo shall properly package the Heads and Components for protection against
damage or deterioration that may result from shipment, handling, storage or
other cause.

3.4          Schedule.
Zygo shall deliver the Heads and Components to Nano on the delivery date
specified in the Order for such Heads and Components. However, Zygo shall not
be liable for delays in delivery due to causes which are not reasonably
foreseeable and which are beyond Zygos control provided that, to the extent
practicable, Zygo gives Nano prompt written notice of the circumstances giving
rise to the delay, the anticipated duration of the delay and the action being
taken by Zygo to overcome or mitigate the delay. The specified delivery date
shall be extended by the period of any such delay.

4.          Inspection.

4.1          Zygos
Plant. Zygos facilities at which Zygo manufactures any Heads or Components
shall be subject to inspection by Nano during normal business hours provided
that reasonable notice is given to Zygo to accommodate such inspection. Zygo
shall provide Nano with safe and sufficient access for such inspection. Nano
shall perform any such inspection in such a manner as to minimize disruption of
Zygos business and operations at such facility.

4.2          By
Zygo. Zygo shall perform such detailed inspections and tests of the Heads
and Components sold by Zygo to Nano as are reasonably necessary to ensure that
such Heads and Components comply with the requirements of this Agreement and
applicable regulations governing the manufacture, supply and delivery of such
Heads and Components to Nano as provided hereunder. Without limiting the
generality of the foregoing, Zygo shall comply with the inspection procedures
applicable to the Heads and Components. Zygo shall keep and maintain complete
and adequate records of all inspections and tests performed on Heads and
Components. Final test documentation shall be shipped with each Head and
component assembly. Zygo shall make such records available to Nano for
examination, copying and audit, for a period of two (2) years from the date of
sale.

4.3          By
Nano. All Heads and Components purchased by Nano shall be subject to
reasonable inspection and testing by Nano; and provided such inspection and
testing is performed in such a manner as to minimize disruption to Zygos
business and operations. Zygo shall provide Nano with safe and sufficient
access, equipment and facilities for any such inspection or test prior to
delivery. No acceptance of any Heads or Components shall be construed to result
from any inspection, test or delay or failure to inspect or test by Nano prior
to final inspection and test of such Heads or Components by Nano in accordance
with this Section 4.3. Payment for any Heads or Components shall not constitute
acceptance of such units. Nano shall inspect and test the Heads and Components
at its specified destination within three (3) months of receipt (the Inspection Period), and any
failure to notify Zygo of a problem or defect within the Inspection Period
shall be deemed an acceptance by Nano of such Heads or Components. No
inspection, test, delay or failure to inspect or test, or failure to discover
any defect or noncompliance by Nano prior to expiration of the Inspection
Period shall relieve Zygo of any of its obligations under this Agreement or
impair Nanos right to reject defective or noncomplying Heads or Components or
any other right or remedy afforded to Nano.

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* CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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5.          Compliance
with Standards.

5.1          General.
Zygo shall use commercially reasonable good faith efforts to comply in all
material respects, and to ensure that all Heads, Components and Unifires
assembled by Zygo comply in all material respects, with all applicable laws,
ordinances, rules, regulations, orders, licenses, permits and other
requirements, now or hereafter in effect, of any governmental authority that
are applicable to the manufacture, supply or delivery of the Heads, Components
and Unifire as provided hereunder. Upon reasonable request, Zygo shall furnish
such documents as may be required to effect or evidence such compliance.
Notwithstanding any other provision of this Agreement, Zygo will, after a
reasonable but expeditious opportunity to cure any such non-compliance, make
Nano whole for any such non-compliance that results directly in Nano bearing
any costs, obligations or damages therefrom, subject to the damage limitations
in Section 17.18 hereof. Any such non-compliance will not constitute a breach
of this Agreement unless Zygo does not satisfy its obligations defined in the
immediately preceding sentence.

5.2          Industry
Standards. Zygo shall produce all Heads, Components and Unifire in
accordance with, and shall ensure that each unit of Heads, Components and
Unifire complies with, the following requirements as now or hereafter in
effect:

| |                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------
| | (a)          CE
 standard specifications; and                                                                            
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| | (b)          Semiconductor
 industry specifications for electronic equipment and Underwriters Laboratory
 (or UL) rating.

Zygo
shall provide Nano with such specifications, testimony and other assistance as
Nano may reasonably request in connection with the listing, approval,
registration or satisfaction of similar requirements of any trade association
or other organization, as the same may apply to any Heads or Components.

6.          Training
and Technical Support. Zygo will provide training to Nano personnel
according to the terms, scheduling, and compensation set forth on Exhibit C. Zygo will also provide technical support
services to Nano in accordance with the provisions of Exhibit C
during the term and thereafter until the expiration of the warranty period for
all Heads and Components delivered under this Agreement.

7.          Development
Services and Sustaining Engineering Services/Minimum Volume. Beginning on
July 1, 2010, Nano shall pay Zygo a Sustaining Engineering Fee (the Sustaining Engineering Fee)
which shall be applied to any engineering requests that Nano should request
from Zygo to facilitate the commercial development of Automated Interferometer
Systems (see Exhibit C,
Section (b) and (c) for terms, scheduling and compensation). Zygo shall be
under no obligation to provide engineering and/or development services beyond
those paid for through the Sustaining Engineering Fee, with any such
supplemental services to be provided by Zygo (if at all) on mutually agreeable
pricing and terms.

8.          [___
* ___].

9.          Confidentiality.
Zygo and Nano have entered into a separate Non-Disclosure Agreement. Each of
the parties shall perform their obligations under such Non-Disclosure Agreement
with respect to Confidential Information received by the parties in connection
with the performance of this Agreement.

10.         Warranty.

10.1          Warranty.
Zygo warrants to Nano that:

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| | (a)          the
 Heads and Components shall be free from defects in materials, workmanship and
 design;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b)          all
 materials, parts, components and other items incorporated in the Heads and
 Components shall be new and suitable for its intended purposes;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c)          the
 Heads and Components shall comply with the specifications applicable to such
 Heads and Components, the documentation provided by Zygo pertaining to such
 Heads and Components, and to any samples of such Heads and Components
 provided by Zygo;                                                                                                                                                                                                                                                                                                                                                                                                               
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| | (d)          the
 Heads and Components shall comply with the requirements of this Agreement and
 the Order pursuant to which it is purchased by Nano; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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| | (e)          Zygo
 will not, without the prior written consent of Nano, alter or change the
 existing design of the Heads to be provided to Nano in any way that would
 require Nano to create new designs for integration of the Heads or Components
 into its products. Specifically, Zygo is aware that certain customers
 maintain Copy Exact requirements and Zygo agrees to maintain a product in
 compliance therewith. Nothing in this section shall preclude Zygo from
 changing the design of other heads which Zygo may manufacture or produce for
 its own use or for sale to others so long as Zygo continues to supply Nano
 copy exact Heads as Nano so requests.

10.2          [___
* ___].

10.3          Correction
of Noncompliance. If at any time during the warranty period Nano notifies
Zygo of any failure of any unit of the Heads or Components to comply with any
applicable warranty, Zygo shall correct such noncompliance within three (3)
business days after receiving Nanos notice (i.e., by repair or
replacement of the noncomplying

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* CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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unit) and
remedy any damage to such unit of the Head or Component resulting from such
failure. All transportation and other costs incidental to such correction and
remedying shall be borne by Zygo. If Nano rejects any Heads or Components that
do not comply with any applicable warranty, Zygo shall have a reasonable time
to correct the noncompliance. If Zygo fails to correct the noncompliance within
a reasonable time, Nano may cancel the Order as it applies to the noncomplying
Heads or Components without any cost to Nano with respect to such Heads or
Components, in which event Nano shall promptly return to Zygo any noncomplying
Heads or Components from the cancelled Order of which it still has possession.

10.4          Warranty
Service by Zygo. Zygo shall maintain a list, by serial numbers of Heads and
Components, of the shipment date of each unit and a toll-free service number
for the purpose of notifying Zygo of warranty claims. Upon receipt of each such
claim, Zygo shall determine whether the warranty period with respect to such
unit has expired. If the warranty period has not expired, Zygo shall perform
warranty service as required under this Section. Zygo shall provide technical
phone response upon notification of a field failure from Nanos field service
or factory personnel. Zygos warranty service includes telephone support and
technical assistance by email to support diagnosis of problems and repair of
Heads in the field by Nano that can reasonably be serviced in the field by
Nano. If Nano or Zygo determine that a Head cannot be reasonably serviced in
the field, Nano will remove the Head and ship the Head to Zygo for repair. Zygo
shall maintain sufficient inventory of Heads and Components to enable Zygo to
ship a replacement Head or Component to Nano within three (3) business days
after receiving notice from Nano. Zygo shall ship replacement Heads and
Components to Nano within three (3) business days after receiving notice from
Nano of the requirement for a replacement Head, provided that Nano shall ship
the Head requiring repair back to Zygo promptly after giving such notice. If
the claim is not within Zygos warranty obligations, Zygo shall so notify Nano
and, at Nanos option, shall either return such unit to Nano, at Nanos
expense, or shall perform the required service as directed by Nano, at such
price as Nano and Zygo shall agree.

10.5          Limitation
on Warranty. Notwithstanding anything contained in this Section 10 or any
other provision of this Agreement, Zygo will not have any warranty obligations
for any products on which Nano performs repairs in addition to those for first
level issues (as provided in Section 8 hereof), or on which Nano personnel have
performed or attempted repairs that are not in accordance with the training
provided by Zygo (as provided in Section 6 hereof).

11.          [___
* ___].

11.1        [___
* ___].

11.2        [___
* ___].

11.3        [___
* ___].

11.3.1        [___
* ___].

11.4        [___
* ___].

11.5          Non-Assertion
of Rights. Zygo shall not assert any patent, copyright, trade secret rights
or other intellectual property rights against Nano or Nanos sublicensees or
customers relating to the manufacture, use, sale or importation of the Approved
Systems in the Approved Markets, in a manner consistent with and as authorized
and approved herein, or with respect to the use of the Flow-Through Licensed
Technology by Nano or Nanos sublicensees or customers in connection with the
Approved Systems in the Approved Markets, in a manner consistent with and as authorized
and approved herein.

12          Intellectual
Property Infringement. [___ * ___].

12.1          In
the event that Zygo fails to promptly or effectively respond to any such claim
or to defend any such suit or proceeding brought against Nano or any of Nanos
sublicensees or customers, or Zygo notifies Nano that Zygo has opted not to do
so, Nano may, but shall not be obligated to, respond, at Nanos sole cost, to
the claim or defend or assume the defense of the suit or proceeding, in which
event Nano is hereby authorized, upon giving prior written notice to Zygo, to
proceed, if it so elects, in its own name or the name(s) of its sublicensee(s)
or customer(s).

12.2          Zygo
shall defend, indemnify and hold Nano (including its officers, agents,
directors and employees) and Nanos sublicensees and customers harmless from
and against all costs, expenses, royalties, damages, losses, harm, and
liabilities (including, without limitation attorneys fees and expenses) (the Costs),
arising out of any such claim, suit or proceeding for which Zygo is obligated
to indemnify pursuant to the provisions of the first paragraph of this Section
12, in all instances up to [___ * ___] (the Indemnity
Cap). Notwithstanding any other provision in this
Agreement, Zygos obligation under this indemnity section will not extend to
claims of lost profit by the third party intellectual property owner, Nano, or
any other third party, or any consequential damages resulting from an injunction
against Nano or its customers, or any consequential, indirect, punitive,
individual or special damages of any nature. If applicable, Zygo will negotiate
in good-faith with Nano to adjust the purchase price of subsequent Zygo-made
Heads to account for the third party intellectual property.

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* CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


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| | 12.2.1     In
 the event the suit or proceeding is settled or otherwise terminated without a
 final judgment setting forth the reasonable royalty for those Zygo-made Heads
 and those Zygo-designed Unifire automated interferometer systems determined
 to have infringed the third party intellectual property, the Parties will
 negotiate in good-faith to determine what portion of the settlement is
 attributable to a reasonable royalty for the accused Zygo-made Heads and
 Zygo-designed Unifire automated interferometer systems. The settlement
 price can be considered in determining the reasonable royalty, but is not
 dispositive of it.
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| | 12.2.2     If
 the Indemnity Cap is less than the total Costs, Nano shall have the right to
 terminate this Agreement upon sixty (60) days written notice to Zygo, except
 that, Zygo, in response to Nanos written notice, can elect to pay Nano the
 difference between the Costs and the Indemnity Cap within the sixty (60)-day
 period to keep this Agreement in force.                                                                                                                                                                                                                                                                                   

12.3.          Actions
Against Infringers

Enforcement
against any third party of any Zygo patent related to this Agreement shall be
at Zygos sole discretion. Nano shall promptly provide notice to Zygo if Nano
becomes aware of any third party patent infringement, and in response Zygo
shall determine in good faith whether the commercial consequences to Zygo of
that third partys patent infringement (including with respect to the sale of
Zygo Heads to Nano under this Supply Agreement) merit enforcement of a Zygo
patent(s) against that third party. If Zygo decides not to pursue enforcement
of its patent(s), and Nano can demonstrate in good faith that the third party
infringement has substantial commercial consequences adverse to Nano, then Nano
and Zygo shall have 30 days (the Renegotiation
Period) after notice thereof from Nano to Zygo to
renegotiate in good faith the Purchase Price of the Zygo Heads sold to Nano
under this Supply Agreement. In such event, if no agreement is reached within
the Renegotiation Period, then Nano shall have the right to terminate this
Supply Agreement by notice given to Zygo not more than 10 business days after
the expiration of the Renegotiation Period; provided that no such
termination shall affect Nanos obligation to pay for Heads previously
delivered to Nano, or for Heads in production by Zygo pursuant to an accepted
Order (except as permitted by Section 2.5 hereof).

13.          Improvements.

13.1          Improvements
By Zygo. Zygo shall deliver to Nano all improvements, enhancements,
derivative works and modifications (collectively, Zygo
Improvements) in, of or to any Flow-Through Licensed
Technology used in the Approved Systems in the Approved Markets hereafter
developed or acquired by Zygo. During the term of this Agreement, Zygo shall
deliver all such updating information to Nano within 10 business days after
Nanos request therefor, but in no event more than once per calendar quarter.
All sales of Approved Systems by Nano subsequent to its receipt of any such
Zygo Improvements that are not required to be copy exact shall include such
Zygo Improvements; provided, however, that Nano will have no such obligation if
including such Zygo Improvements would require Nano to make a modification to
the Approved System that Nano, in its sole discretion, deems undesirable; but
further provided, in such instance, that Zygo shall not be liable for damages
under Section 12 hereof subsequent to Nanos receipt of any such Zygo
Improvements in the event that the Zygo Improvement would have rectified or
otherwise minimized any such intellectual property infringement. Zygo shall be
the sole owner of any and all Zygo Improvements in, of or to any Flow-Through
Licensed Technology made independently by Zygo.

13.2          Improvements
by Nano. Nano shall be the sole owner of any and all improvements,
enhancements, derivative works and modifications in, of or to any Flow-Through
Licensed Technology, used in the Approved Systems in the Approved Markets, made
independently by Nano.

13.3          Joint
Improvements. Nano and Zygo shall jointly own any improvements,
enhancements, derivative works and modifications in, of or to any Flow-Through
Licensed Technology, used in the Approved Systems in the Approved Markets, made
jointly by Nano and Zygo. Neither Nano nor Zygo shall have any obligation to
(a) share with the other party any revenue or profits derived from the
exploitation of such jointly owned property, or (b) provide any accounting
to the other party. Each party shall be the sole owner of any improvements,
enhancements, derivative works and modifications made by such party in, of, or
to any jointly owned technology. Ownership of joint improvements pertaining
solely to Heads shall revert back to Zygo upon termination of this Agreement;
provided Nano retains a perpetual, non-exclusive, royalty free license for such
joint improvements.

14.          Zygo
Representations. Zygo hereby represents and warrants to Nano that the
following are true and correct as of the date of this Agreement, and, except
for the representations and warranties in Section 14.3 hereof, with respect to
all modifications and improvements of Flow-Through Licensed Technology delivered
by Zygo to Nano during the term of this Agreement, as of the date of each
delivery of such modifications and improvements.

14.1          Good
Title, Free of Rights of Others. Zygo owns all Flow-Through Licensed
Technology, free and clear of all security interests, liens, encumbrances,
restrictions, licenses, rights and claims of any Person, or otherwise has
sufficient rights, title and interest in and to the Flow-Through Licensed
Technology necessary to grant the rights and licenses set forth in this
Agreement, and to perform Zygos obligations under this Agreement.

-6-

---



14.2          No
Conflicting Licenses. Zygo is not a party to any outstanding options,
licenses or agreements of any kind relating to the Unifire, or the Flow-Through
Licensed Technology used in Approved Systems in Approved Markets, or to the
manufacture, use, or sale of Approved Systems, or their improvements, in
Approved Markets, [___ * ___].

14.3          No
Infringement. As of the date hereof, (a) neither the Unifire nor the
Zygo-made Head infringes, misappropriates or otherwise violates any patent,
copyright, mask work right, trademark right, trade dress right, trade secret
right, or other intellectual property right of any Person; and (b) the manufacture, use, sale, export and import of
the Heads, Components or Unifires do not infringe or misappropriate any
intellectual property rights of any Person. Zygo makes the
representations and warranties in this Section 14.3 only as to Heads,
Components and Unifires that have not been modified in any way after
manufacture or sale by Zygo where the modification directly or indirectly
causes the claimed infringement. Nothing in this paragraph shall extinguish
Zygos indemnity obligation under the paragraphs of Section 12 with respect to
modifications and improvements made by Zygo to the Heads after the Effective
Date of this Agreement where such Heads are sold to Nano.

14.4          No
Violation of Obligations of Zygo. The licenses granted by Zygo in this
Agreement, and the other obligations of Zygo under this Agreement do not
constitute a breach of, default under or other violation of any agreement,
contract or obligation of Zygo.

15.          Payment
of Technology Transfer Fees to Zygo. Nano shall pay Zygo [___ * ___] in technology transfer fees (the
Technology Transfer Fees) in
accordance with this Section 15.

15.1          [___
* ___].

15.2          [___
* ___].

15.3          Reports.
Nano shall deliver to Zygo a report within thirty (30) days after the end of
each calendar quarter during the Fee Period, stating the number of Approved
Systems (including Upgrade Sales) sold by Nano during such calendar quarter.

15.4          Payments.
Concurrently with each report under Section 15.3, Nano shall pay to Zygo
the Technology Transfer Fees due to Zygo for each unit sold by Nano pursuant to
15.1, at Zygos office in Middlefield, Connecticut, or at such other address as
may be designated in writing.

15.5          Records.
Nano shall keep records and books of account which shall show the Net Revenues
received by Nano from each Approved System sold by Nano during the Fee Period.
Zygo will have the right to conduct annual audits of reports submitted during
the prior six (6) calendar years. Such audits shall be conducted by a certified
public accountant at the expense of Zygo, unless an underpayment of ten percent
(10%) or more is found for any calendar year, in which case the expense shall
be borne by Nano.

15.6          Covenants
as to Net Revenues.

| |                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)          Nano
 shall sell Approved Systems for cash consideration, including a check or
 money order, and shall determine the pricing for sales of Approved Systems
 based on its standard practice for ordinary course, arms-length transactions.
| |                                                                                                                                                                                                                                                       
| | (b)          Nano
 shall not make sales of Approved Systems on credit outside of its ordinary
 course of business, or on terms or for reasons inconsistent with past
 practice.                                                                       
| |                                                                                                                                                                                                                                                       
| | (c)          Nano
 will diligently pursue collection of amounts due from sales of Approved
 Systems on a good faith basis.                                                                                                                            

15.7          Consideration.
In clarification of this Section 15, the Technology Transfer Fees due Zygo
under this Section are separate from, and in addition to, the Sustaining
Engineering Fee due Zygo under Section 7 and Exhibit C and the Purchase Price of Zygo Heads by Nano
under Sections 2.3 and 2.4.

16.          Additional
Obligations of Zygo.

16.1.          Spare
Parts. Zygo shall supply to Nano a spare parts price list no later than
thirty (30) days after the date of this Agreement and shall supply Nano with a
revised spare parts price list as revisions are made. The prices included on
such price list shall be Zygos then-current list price for such spare parts.
Zygo shall stock parts reasonably required for the repair and servicing of
Heads and Components by Nano, and shall sell such parts to Nano pursuant to the
terms of this Agreement. Zygo shall test and inspect all parts using the same
procedures as Zygo uses for like components of the Heads and Components. Zygo
shall maintain the capability of repairing and otherwise servicing Heads and
Components and furnishing spare parts manufactured by Zygo until the expiration
of at least five (5) years after the date of Zygos delivery of such Head or
Component. Zygo shall use its best efforts to ship parts ordered by Nano within
two (2) business days after receipt and acceptance of Nanos order. Zygo shall
notify Nano promptly of the date by which such shipment will occur if such
shipment will not be made within such two (2) business day period.

16.2          Service
Not Covered by Warranty. In the event that any unit requires repair or
other service that is not covered by Zygos warranty obligations (e.g., after
expiration of the warranty period), Zygo shall be obligated to provide such
service at Zygos then-applicable labor rate and parts prices unless Zygo is
otherwise no longer in the business of selling or supporting such parts. Zygo
shall use its best efforts to complete such repairs within ten (10) business
days.

| | 
| | 
| | 

* CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


-7-

---



16.3          Defect
Notification. Zygo shall immediately notify Nano of any material or
recurring defect, deficiency or nonconformity discovered with respect to any of
the Heads or Components manufactured by Zygo.

16.4          Head
Modifications and Life Cycle Management. Zygo will satisfy all Copy Exact
requirements so that Nano can fulfill such requirements to [___ * ___] and other customers. If Zygo at
any time modifies any Heads, Zygo shall, if requested by Nano in Nanos sole
discretion, continue to make and supply Nano with unmodified Heads during the
remaining term of this Agreement. Zygo will notify Nano at least six months
prior to making any change in the design, performance, function, material or
components of any Head purchased by Nano. Zygo shall use good faith efforts to
notify Nano of any engineering change in any Head or Component sufficiently in
advance of making any engineering change to enable Nano to provide comments and
input into Zygos engineering change control process. Zygo shall not modify or
authorize any modification affecting fit, form or function of any of the Heads
or Components, or which would be significant with respect to requirements of
any governmental authority.

16.5          Documentation.
Zygo shall deliver a copy of the user manuals (hard or soft), if any, with each
unit of Heads and Components. Zygo shall update all documentation as necessary
to keep it current, accurate and complete. Nano shall have a nonexclusive,
royalty-free license to use, reproduce and distribute any and all documentation
in connection with the marketing, use or distribution of Heads and Components
or products or systems into which any of the Heads or Components are
incorporated.

17.       General.

17.1          Independent
Contractors. The parties to this Agreement are acting as independent
contractors with respect to each other; neither is an employee, partner or
joint venturer of the other with respect to this Agreement. Neither party is
authorized to act on behalf of, make representations for, or bind the other in
any way.

17.2          Successors
and Assigns. Each party may assign all of its rights and delegate all of
its duties hereunder to an entity which acquires at least that portion of its
business to which this Agreement relates, or to any corporate successor by way
of merger or consolidation; provided, however, that such assignee assumes all
of such parties obligations hereunder; and provided further that Nano
may not make such assignment or delegation to those specific entities listed on
Schedule 17.2 hereto.
Subject to the foregoing, this Agreement shall be fully binding upon, inure to
the benefit of and be enforceable by the parties and their respective
successors, assigns and legal representatives.

17.3          Time
of Essence. Time is of the essence in the performance of each partys
obligations under this Agreement.

17.4          Force
Majeure. Neither party shall be liable for any delays in performance due to
causes beyond its reasonable control, including but not limited to acts of God,
public enemy, governmental laws, regulations or requirements, civil or military
authority, labor disputes, fires, riots, wars, embargoes, epidemic, or floods.

17.5          Notices.
Any notices required or permitted to be given by one party under this Agreement
shall be deemed given to the other party when delivered in hand or three days
after deposit with the United States Postal Service, registered or certified mail,
postage prepaid, addressed as follows:

| |                                    
| | -----------------------------------
| | If
 to Zygo:                       
| | Zygo
 Corporation                  
| | Laurel Brook
 Road                 
| | Middlefield,
 CT 06455-0448        
| | Attention:
 Chief Executive Officer
| | Tel:
 860-704-5109                 
| | Fax:
 860-347-8372                 
| |                                    
| | With
 a copy to:                   
| | Fulbright &
 Jaworski L.L.P.       
| | 666 Fifth
 Avenue                  
| | New York, NY
 10103                
| | Attention:
 Sheldon Nussbaum       
| | Tel: (212)
 318-3000               
| | Fax: (212)
 318-3400               
| |                                    
| | If to Nano:                        
| | Nanometrics
 Incorporated          
| | 1550 Buckeye
 Drive                
| | Milpitas, CA
 95035                
| | Attention:
 Chief Executive Officer
| | Tel: (408)
 545-6000               
| | Fax: (408)
 904-6278               

| | 
| | 
| | 

* CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


-8-

---



| |                          
| | -------------------------
| | With
 a copy to:         
| | Perkins
 Coie LLP        
| | 101
 Jefferson Drive     
| | Menlo Park,
 CA 94025    
| | Attention:
 Buddy Arnheim
| | Tel: (650)
 838-4300     
| | Fax: (650)
 838-4350     

17.6          Severability.
If any provision of this Agreement shall be held to be invalid or unenforceable
by a court of competent jurisdiction, then that provision shall be deemed
omitted form this Agreement, and all remaining provisions shall remain in
effect and enforceable according to their terms; provided, however, that if the
result of this severability provision is to substantially alter the obligations
of the parties or the underlying intent of this Agreement, then either party
may at its option rescind this Agreement.

17.7          Governing
Law; Venue. This Agreement and performance under it are governed by the
laws of the State of Delaware, exclusive of choice of law rules.

17.8          Arbitration.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)          Any
 controversy, dispute or claim arising under or in connection with this
 Agreement (including, without limitation, the existence, validity,
 interpretation or breach hereof and any claim based on contract, tort of
 statute) shall be resolved by a binding arbitration, to be held in Portland,
 Oregon (or its nearest surrounding area) pursuant to the Federal Arbitration
 Act and in accordance with the then-prevailing International Arbitration
 Rules of the American Arbitration Association (AAA).                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b)          The
 parties shall commence the arbitration by jointly filing a written submission
 with the Portland, Oregon (or its nearest surrounding area) office of the AAA
 in accordance with Commercial Rule 5 (or any successor provision). The
 arbitration shall be conducted by a single arbitrator (the Arbitrator) selected by Nano
 and Zygo in accordance with the Commercial Arbitration Rules of the AAA (the Commercial Rules).                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c)          The
 Arbitrator shall have no power or authority, under the Commercial Rules or
 otherwise, to (i) modify or disregard any provision of this Agreement, or
 (ii) address or resolve any issue not submitted by the parties.                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (d)          In
 connection with any arbitration proceeding pursuant to this Agreement, each
 party shall bear its own costs and expenses, except that the fees and costs
 of the AAA and the Arbitrator, the costs and expenses of obtaining the
 facility where the arbitration hearing is held, and such other costs and
 expenses as the Arbitrator may determine to be directly related to the
 conduct of the arbitration and appropriately borne jointly by the parties
 (which shall not include any partys attorneys fees or costs, witness fees
 (if any), costs of investigation and similar expenses) shall be shared
 equally by the parties.

17.9          Attorneys
Fees. If any action or suit is instituted to enforce the obligations of
this Agreement, the prevailing party shall be entitled to recover from the
other party, in addition to any other rights and remedies it may have, all
reasonable expenses and attorneys fees incurred up to and including
arbitration, trial, appeal, and any petition for review.

17.10        Titles
and Subheadings. The use of titles and subheadings in this Agreement is for
the convenience of the parties only. They do not constitute binding portions
and are not to be used in the interpretation of this Agreement.

17.11        Exhibits.
The following Exhibits are attached and are part of this Agreement:

| |            |                                      
| | ---------- | -------------------------------------
| | Exhibit A: | Descriptions
 of Heads and Components
|
| | Exhibit B: | Price List                           
|
| | Exhibit C: | Training                             
|
| | Exhibit D  | Orders                               

17.12         Complete
Agreement. This Agreement, together with the related Asset Transfer
Agreement and Non-Disclosure Agreement, constitute the entire understanding of
the parties with respect to its subject matter and supersedes all prior
agreements and understandings of the parties. A breach by either party under
the Asset Transfer Agreement shall be deemed to constitute a breach by that
party under this Agreement. Nano shall not be bound by, and specifically
objects to, any term, condition or other provision which is different from or
in addition to the provisions of this Agreement (whether or not it would
materially alter this Agreement) and which is proposed by Zygo in any
quotation, invoice, shipping document, acceptance, confirmation, correspondence
or otherwise, unless Nano specifically agrees to such provision in a written
instrument signed by Nano.

17.13         Modification
by Signed Writing Only; Waiver. No modification, change, amendment, or any
waiver of rights with respect to this Agreement shall be binding unless in
writing signed by the party to be charged. No waiver of any violation or nonperformance
of this Agreement in one instance shall be deemed to be a waiver of any
subsequent violation or nonperformance.

17.14         Nonwaiver.
The failure of any party to insist upon or enforce performance of any of the
provisions of this Agreement or to exercise any rights under this Agreement
shall not be construed as a waiver or relinquishment to any

-9-

---



extent of such
partys right to assert or rely upon any such provisions or rights in that or
any other instance; rather, the same shall be and remain in full force and
effect.

17.15        Implementation.
Each party shall take such action (including, but not limited to, the
execution, acknowledgment and delivery of documents) as may reasonably be
requested by any other party for the implementation or continuing performance
of this Agreement. Without limiting the generality of the foregoing, Zygo shall
execute, acknowledge and deliver to Nano all such further assurance as Nano may
reasonably request to evidence, vest and confirm the rights granted to Nano
under this Agreement.

17.16        Remedies.
The rights and remedies provided in this Agreement shall be the exclusive
rights or remedies of the parties for monetary damages with respect to the
matters covered herein.

17.17         Set-Off.
All claims for monies due or to become due from Nano under this Agreement or
otherwise shall be absolute, and there shall be no right to deduction by Nano
for any setoff arising out of this or any other transaction between Nano and
Zygo.

17.18        Damages.
Notwithstanding anything contained in any other provision of this Agreement,
(a) in the case of Zygo, damages hereunder will not exceed the [___ * ___]; (b) Zygo shall have no
obligation to Nano in respect of any claim by Nano relating to any Head or
Component, other than servicing or replacing such Head or Component in
accordance with Section 10; and (c) in no event will consequential, indirect,
punitive, individual or special damages of any nature, or any damage or claim
for lost profits, be awarded to either party under any circumstances.
Notwithstanding the foregoing, the indemnification obligations under Section 12
hereof are excluded from the foregoing as provided in Section 12.

17.19        Equitable
Relief. Each party acknowledges that the provisions of this Agreement
pertaining to the other partys interests in the Flow-Through Licensed
Technology are essential to the other party; that the other party would not
enter into this Agreement if this Agreement did not include such provisions;
and that damages sustained by the other party as a result of a breach of such
provisions cannot be adequately remedied by monetary damages. Each party agrees
that the other party, in addition to any other remedy it may have under this
Agreement or at law, shall be entitled to injunctive and other judicial
equitable relief to prevent or curtail a party from breaching the provisions of
this Agreement.

17.20        [___
* ___].

17.21        Nano
shall use good faith efforts to market and sell the Approved Systems in the
Approved Markets.

| | 
| | 
| | 

* CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.


-10-

---



|                         |                         |  |                                 |  |      |                                       | 
|------------------------ | ----------------------- |  | ------------------------------- |  | ---- | ------------------------------------- | 
|ZYGO CORPORATION(Zygo) |                         |  | NANOMETRICS CORPORATION(Nano)
|                         |                         |  |                                 |  |      |                                       | 
|By:                      | /s/ J. Bruce
Robinson   |  |                                 |  | By:  | /s/ Timothy
J. Stultz, Ph.D.          | 
|                         |                         |  |                                 |  |      |                                       | 
|Its:                     | Chief
Executive Officer |  |                                 |  | Its: | President
and Chief Executive Officer | 
|                         |                         |  |                                 |  |      |                                       | 

---



EXHIBIT A

Descriptions of Heads and Components

|                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                 | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|For purposes
 of clarification, the term Head is exemplified by the Head in the Unifire and
 includes:                                                                                          
|                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                 | 
|                                                                                                                                                                                                   | (a)          optical
 lens subassemblies, light source, components, power supplies, filters, cameras,
 image processing and pattern recognition software and algorithms and related
 mounting or bridging hardware required to embody the head in an automated
 final assembly;
|                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                 | 
|                                                                                                                                                                                                   | (b)          the
 control, modeling and analysis software, and related algorithms, utilized by
 and in the Automated Interferometer Systems developed and marketed by Zygo;                                                                                                    
|                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                 | 
|                                                                                                                                                                                                   | (c)          the
 electronic control systems utilized by and in the Automated Interferometer
 Systems developed and marketed by Zygo (which may or may not be contained in
 the Head assembly);                                                                              
|                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                 | 
|                                                                                                                                                                                                   | (d)          the
 know-how, software, systems and hardware that automates the systems;                                                                                                                                                                                         
|                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                 | 
|                                                                                                                                                                                                   | (e)          all
 parts, components and subassemblies of the products described in clause (a)
 above;                                                                                                                                                                          
|                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                 | 
|                                                                                                                                                                                                   | (f)          all
 equipment and goods that are or may be used in connection with or ancillary
 to the manufacture, testing, use, calibration, maintenance or repair of
 Heads;                                                                                               
|                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                 | 
|                                                                                                                                                                                                   | (g)          all
 modifications and enhancements to any of the foregoing; and                                                                                                                                                                                                  
|                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                 | 
|                                                                                                                                                                                                   | (h)          all
 replacements for and successors of any of the foregoing products made, used,
 sold or acquired by Zygo during the term of this Agreement.                                                                                                                    
|                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                 | 
|Head also includes
 any improvements or modifications that arise during the term of this
 Agreement. Reference is made to Section 10.1(e) of the Agreement regarding
 Copy Exact requirements.
|                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                 | 
|Notes:                                                                                                                                                                                            
|                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                 | 
|The light
 source for the Head will be a white-light LED. The head can accept a Xenon
 light source as an option, but this is priced separately. There is no laser.                               

---



EXHIBIT B

Price List[___ * ___]

|                                                                                                                                                                                                                     | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                                                                                                                                                                                    
|*CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
 THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE
 COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
 AMENDED.

---



EXHIBIT C

Training, Sustaining Engineering Services and
Development Services

[___ * ___]

|                                                                                                                                                                                                                     | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                                                                                                                                                                                    
|*CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN
 THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE
 COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
 AMENDED.

---