Exhibit 10.17

PHOTRONICS TO MICRON SUPPLY
AGREEMENT

    
THIS PHOTRONICS TO MICRON SUPPLY AGREEMENT (together with the Schedules
attached hereto, collectively this "Agreement") is made and entered into as of
May 5, 2006 (the "Effective Date"), by and between MICRON TECHNOLOGY, INC., a
Delaware corporation and its Affiliates (collectively "Micron"), and PHOTRONICS,
INC., a Connecticut corporation ("Photronics"). Micron and Photronics are
hereinafter collectively referred to as the "Parties" and individually as a
"Party."

RECITALS

    
WHEREAS, pursuant to the Limited Liability Company Operating Agreement of
MP Mask Technology Center, LLC, of the same Effective Date herewith, by and
between Micron and Photronics (the "Operating Agreement"), the Parties have
formed MP Mask Technology Center, LLC (the "Company") for the purpose of
developing, producing and manufacturing photomasks and prototypes for
photomasks;

    
WHEREAS, the Parties have entered into a Technology License Agreement of
the same Effective Date herewith, under which the necessary technology has been
licensed to the Company and Photronics (as defined below) in order for such
Parties to fulfill their obligations under this Agreement;

    
WHEREAS, the Company and Photronics have entered into a separate supply
agreement of even Effective Date herewith, which details the terms under which
Photronics will purchase Products manufactured by the Company; and

    
WHEREAS, the Parties desire to enter into this Agreement to establish the
terms under which Micron shall purchase Products from Photronics;

    
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and other terms and conditions contained herein, the
Parties hereby agree as follows:

1. DEFINITIONS; INTERPRETATION

    
For purposes of this Agreement, the definitions set forth in this Section
1 shall apply to the respective capitalized terms. All capitalized terms not
defined herein shall have the meaning set forth in the Operating
Agreement.

    
1.1 "Capacity" shall have the meaning set forth in Section
2.7.

    
1.2 "Capacity Commitment" shall have the meaning set forth in Section
2.7.

    
1.3 "Copy Critical" shall have the meaning set forth in the Technology
License Agreement.

    
1.4 "Copy Exact" shall have the meaning set forth in the Technology
License Agreement.

    
1.5 "Copy Exact Photronics Facility" shall have the meaning for
a Photronics Facility that is Copy Exact,
each as defined in the Technology License Agreement.







     1.6 "Cost" shall
have the meaning set forth in Schedule 5.1.

    
1.7 "Dead-on-Arrival" shall mean any Product that is discovered to
contain a Material Defect within thirty (30) calendar days after receipt of
shipment of the Product.

    
1.8 "Entity" means a corporation, partnership, limited liability company,
unincorporated organization, business association, firm, joint venture or other
legal entity.

    
1.9 "Fiscal Month" shall mean a fiscal month of Micron.


     1.10 "Fiscal
Quarter" shall mean a fiscal quarter of Micron.


     1.11 "Fiscal Year" shall mean a
fiscal year of Micron.


     1.12 "Forecast" shall have the meaning set forth in
Section 2.5.

    
1.13 "Intellectual Property Right" shall have the meaning set forth in
the Technology License Agreement.

    
1.14 "Licensed Technology" shall have the meaning set forth in the
Technology License Agreement.

    
1.15 "Loading Failure Margin" shall have the meaning set forth in Section
2.4.

    
1.16 "Loading Percentage" shall mean [****].

    
1.17 "Loading Requirement" shall mean [****].

    
1.18 "Material Defect" shall mean any malfunction, error or other defect
in a Product that constitutes a material nonconformity with the Specifications
for such Product under conditions of normal and proper use.

    
1.19 "Maximum Capacity Commitment" shall have the meaning set forth in
Section 2.7.

    
1.20 "Micron Supply Agreement" shall mean the Micron Direct Supply
Agreement of the same Effective Date herewith, by and between Micron and the
Company.

    
1.21 "New Photronics Facility" shall have the meaning set forth in the
Technology License Agreement.

    
1.22 "New Photronics Facility Lease" shall mean the Build to Suit Lease
of the same Effective Date herewith by and between Micron and Photronics
relating to the New Photronics Facility.

    
1.23 "Next Quarter Forecast" shall have the meaning set forth in Section
2.5.

    
1.24 "Photronics Facility" shall mean (i) a facility that directly, or
indirectly through one or more intermediaries, is at least ninety percent (90%)
owned by Photronics unless otherwise agreed upon by Micron in writing on a
case-by-case basis or (ii) [Photronics Semiconductor Mask Corporation
(Taiwan) ("PSMC"), provided that Photronics' direct
or indirect ownership of PSMC at all times is
greater than 50% and no company that makes or sells Competing Products owns any
ownership interest in PSMC.


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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







     1.25 "Photronics
Supply Agreement" shall mean the Supply Agreement of the same effective date
herewith, by and among Photronics and the Company.

    
1.26 "Product" or "Products" means photomasks and photomask prototypes
that are to be manufactured by the Company or Photronics in accordance with
Micron's Specifications and requirements.

    
1.27 "Process Node" shall have the meaning set forth in the Technology
License Agreement.

    
1.28 "Purchase Order" shall mean a written purchase order or blanket
purchase order that is delivered to Photronics in accordance with Section
3.2.

    
1.29 "Qualified" shall have the meaning set forth in the Technology
License Agreement.

    
1.30 "Qualified Product(s)" shall have the meaning set forth in Section
2.7.

    
1.31 "Specifications" shall mean the specifications provided by Micron to
Photronics for each Product in accordance with Micron's photomask ordering
procedures and node requirements.

    
1.32 "Technology License Agreement" shall mean the Technology License
Agreement of the same effective date herewith, by and among Micron, Photronics
and the Company.

    
1.33 "Warranty Period" shall have the meaning set forth in Section
6.1.

2. PURCHASES; MANUFACTURE AND SUPPLY;
PRODUCT TRANSITION; FORECASTS

    
2.1 Micron Purchases. Micron shall purchase Products from Photronics in
accordance with the terms and conditions of this Agreement. [****].

    
2.2 Photronics Manufacture and Supply of Product. Photronics shall accept
Purchase Orders from Micron for Product and shall either manufacture Product at
a Micron Qualified Photronics Facility or subcontract the manufacture of such
Product to the Company pursuant to the terms of the Photronics Supply Agreement.
[****].

    
2.3 Photronics Manufacturing Approach. [****].

    
2.4 Loading Requirement. Photronics shall maintain the Loading
Requirement at all times during the Term, as
measured on the basis of orders or releases thereto, as applicable, placed each
Fiscal Month, so as to ensure the most efficient and cost effective utilization
of the Company.

    
2.5 Forecasts. [****].


     2.6 Micron
Purchase Commitment. [****].


     2.7
[****].


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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







3. PURCHASE ORDERS

    
3.1 Purchase Orders. Micron shall purchase Products from Photronics by
issuing a Purchase Order or a release to a blanket Purchase Order that
references this Agreement. Micron and Photronics agree that a Purchase Order
sent to Photronics by confirmed facsimile or electronic transmission shall
constitute a writing for all legal purposes. All Purchase Orders submitted to
Photronics shall be governed by the terms of this Agreement. Nothing contained
in any Purchase Order or the Parties' other documents of purchase or sale shall
in any way modify the terms of purchase or add any additional terms or
conditions except as specifically agreed in writing by the Parties.

    
3.2 Acknowledgment of Purchase Orders. For Micron's orders from
Photronics Facilities, Photronics shall notify Micron of the receipt and
acceptance of a Purchase Order or releases thereto and of the accepted delivery
date for accepted orders within two (2) business days after receipt of the
Purchase Order and any Purchase Order not specifically rejected in writing by
Photronics during such period shall be deemed accepted hereunder. Photronics may
not reject a Purchase Order or release issued in compliance with this Agreement
and seeking delivery of Products within established lead times and the
Forecasted amounts (subject to the Maximum Capacity Commitment, if
applicable).

    
3.3 Revision of Purchase Orders. Micron shall have the right, without
charge, to issue change orders to Purchase Orders by providing written notice to
Photronics prior to the beginning of the production of the Product impacted by
such change order. Photronics shall use all commercially reasonable efforts to
accommodate Micron's revised Purchase Order in accordance with the lead times in
effect at the time the Purchase Order change is requested.

    
3.4 Cancellations. Micron may cancel all or any part of a Purchase Order,
without charge, by providing written notice to Photronics prior to the beginning
of the production of the Product impacted by such cancellation.
[****].

    
3.5 Reschedules. Micron may reschedule the delivery of any Purchase Order
or portion thereof for Products, without charge, upon notice to
Photronics.

4. SHIPPING; DELIVERY;
ACCEPTANCE

    
4.1 Packaging Requirements. All shipments shall be in packaging that
complies with Micron's packaging requirements provided to Photronics and the
Specifications. In addition, all shipments shall be accompanied by a detailed
packing list which will reference the Products, Purchase Order number, and the
quantity in each shipment covered by the packing list.

    
4.2 Shipping. Photronics shall ensure that Product orders are delivered
on the applicable delivery date(s). Orders will be shipped to the
delivery address set forth in the applicable
Purchase Order.

     4.3 Delivery.
Photronics' liability for delivery shall cease and title and all risk of loss or
damage shall transfer to Micron when Product is delivered to Micron's designated
receiving facility as specified in the Purchase Order. Micron shall be the
importer of record and pay all related duties, fees and
charges. Photronics shall immediately notify Micron in writing of any
anticipated delay in meeting the delivery schedule, stating the reasons for the
delay. No shipment will be deemed complete until all ordered units have been
delivered.

    
4.4 Dead on Arrival. In the event that any Product is found by Micron to
be Dead-on-Arrival, Photronics shall use reasonable efforts consistent with the
Company's practices to ship, at Photronics' sole expense, a replacement Product
to the site designated by Micron within fourteen (14) business days of receipt
of notice from Micron, and Micron shall return the Dead-on-Arrival Product in
accordance with the Product return procedures described under Section
6.2.


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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







5. PRICE; PAYMENTS; TAXES;
AUDIT

    
5.1 Purchase Price for Products. The purchase price for each Product
purchased by Micron from Photronics shall be as set forth in Schedule
5.1.

    
5.2 Payments Terms. Photronics shall issue and deliver an invoice to
Micron for any amounts payable to Photronics pursuant to this Agreement. [****].
Unless otherwise agreed by the Parties, payments for Products delivered in
accordance with Section 4, and any other payments required hereunder, shall be
made within thirty (30) days after the receipt of final invoice. Payment does
not constitute acceptance. In no event shall Photronics deliver an invoice
before shipping the Products to which such invoice relates. Photronics may
suspend performance hereunder if Micron fails to make any material overdue and
undisputed payments hereunder within thirty (30) days after receipt of written
notice from Photronics that such payment is overdue.

    
5.3 Taxes. All amounts payable for Product sold by Photronics to Micron
hereunder are exclusive of any taxes. Micron shall be responsible for and shall
pay any applicable sales, use, excise or similar taxes, including value added
taxes and customs duties due on the importation of Products and arising from
purchases made by Micron under this Agreement, excluding any taxes based on
Photronics' income. All such taxes shall be determined based upon the final
shipment designation of the items identified on the invoice.

    
5.4 Audit of Books and Records. Upon Micron's request from time to time
(not to exceed two (2) times per year), Micron shall, upon reasonable advance
notice to Photronics, have the right to have an independent auditor reasonably
acceptable to Photronics perform an audit of Photronics' books and records to
verify Photronics' compliance with the terms and conditions of this Agreement,
[****]. In the event an audit reveals an overpayment by Micron, Photronics shall
immediately issue a refund to Micron for any such overpayment. Any audit
performed hereunder shall be performed in a manner that does not unreasonably
interfere with Photronics' business and ensures compliance with all
Applicable Laws and confidentiality
requirements.

     5.5 Inspection
and Audit of Photronics Facilities. Upon Micron's reasonable advance request
from time to time, Micron shall have the right to perform a reasonable
inspection and audit of Photronics' facilities used to manufacture Product
hereunder, as necessary to verify that the manufacturing facilities are
Qualified in respect of any part type family or Process Node. In the event an
inspection of a Photronics' Facility reveals any deficiency in meeting Micron's
Specifications and requirements or any other failure to be Qualified, Photronics
shall promptly take action to remedy such deficiency.

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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







6. WARRANTIES

    
6.1 Product Warranty. [****]. This warranty does not apply to any Product
failures resulting from any misuse, abuse, neglect, alteration, modification,
improper installation of or repairs to the Product by anyone other than
Photronics or the Company.

    
6.2 Remedies. In the event that Micron notifies Photronics during the
applicable Warranty Period that any Product does not conform to the warranty
provisions set forth in Section 6.1, Photronics shall, at Micron's option, (a)
replace such defective Product at no cost to Micron in accordance with
Photronics' Product return material authorization procedures within ten (10)
days of Photronics' receipt of the defective Product, (b) repair such defective
Product at no cost to Micron, or (c) provide a refund of any amounts paid by
Micron for such defective Product. Photronics shall bear all packing,
transportation, insurance and other costs incurred in connection with the
replacement or repair of defective Products. Except for resulting personal
injury or property damage, this paragraph states the exclusive remedy of Micron
for failure of any Product to conform to the warranty provisions set forth in
Section 6.1.

    
6.3 Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS
AGREEMENT, NEITHER PARTY MAKES (AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS) ANY
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING
ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE,
COURSE OF DEALING OR USAGE OF TRADE.

7. CONFIDENTIAL INFORMATION

    
7.1 Protection and Use of Confidential Information. All information
provided, disclosed or obtained in connection with this Agreement or the
performance of either of the Parties' activities under this Agreement shall be
subject to all applicable provisions of the Nondisclosure Agreement.
Furthermore, the terms and conditions of this
Agreement shall be considered "Confidential Information" under the Nondisclosure
Agreement for which each Party is considered a "Receiving Party" under such
agreement. To the extent there is a conflict between this Agreement and the
Nondisclosure Agreement, the terms of this Agreement shall control. If the
Nondisclosure Agreement is terminated or expires and is not replaced, such
Nondisclosure Agreement shall continue with respect to confidential information
provided in connection with this Agreement, notwithstanding such expiration or
termination, for the duration of the Initial Term and any and all
extension periods or until a new nondisclosure agreement is entered into between
the Parties.

8. LIMITATION OF LIABILITY

[****], IN NO EVENT WILL EITHER PARTY BE
LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY CLAIMING THROUGH OR UNDER EACH SUCH
PARTY, FOR ANY LOST PROFITS, LOST DATA, EQUIPMENT DOWNTIME, OR FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN
ACTION IN CONTRACT OR TORT, BASED ON A WARRANTY, SALE OF PRODUCT OR OTHERWISE,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF EACH SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. [****]. Each
Party acknowledges that the foregoing limitations are an essential element of
the Agreement between the Parties and that in the absence of such limitations
the pricing and other terms set forth in this Agreement would be substantially
different. Except for Product to be supplied pursuant to Section 9.4.3, in no
other event shall Photronics be liable for "cover" damages claimed by Micron
arising out of any failure by Photronics to supply Products hereunder after
expiration or termination of this Agreement. Each Party shall have a duty to
mitigate any damages hereunder in accordance with applicable law.


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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







9. TERM AND TERMINATION

     9.1 Term. This
Agreement will be effective as of the Effective Date, and shall remain in force
for ten (10) years (the "Initial Term"). The expiration of this Agreement after
its initial term or any renewal terms shall not be a termination for purposes of
Section 9.4.3 below.

    
9.2 Termination for Breach. Either Micron or Photronics may terminate
this Agreement at any time in the event that the other Party materially breaches
any of the provisions of this Agreement or the Photronics Supply Agreement and
does not cure such material breach within ninety (90) days following receipt of
notice of such breach. Provided that if the breach is capable of being cured and
the breaching Party has worked diligently and in good faith since the receipt of
the notice to cure such breach, the cure period will be extended for an
additional thirty (30) days.

    
9.3 Cross-Termination. Unless otherwise expressly agreed in writing by
the Parties, this Agreement shall automatically terminate upon the dissolution
of the Company or the termination of the Operating Agreement, Micron's purchase
of Photronics' Membership Interests or termination of the Photronics Supply
Agreement.

    
9.4 Effect of Termination.

          9.4.1
Continuing Liability. The termination of this Agreement for any reason shall not
release either Party from any liability, obligation or agreement which has
already accrued at the time of termination. Termination of this Agreement for
any reason shall not constitute a waiver or release of, or otherwise be deemed
to prejudice or adversely affect, any rights, remedies or claims, whether for
damages or otherwise, which a Party may have hereunder, at law or otherwise, or
which may arise out of or in connection with such termination.

          9.4.2 Outstanding Purchase Order Fulfillment. Except as
provided in Section 9.4.3 below, Photronics shall complete all Purchase Orders
that have been previously accepted by Photronics and not specifically cancelled
upon termination by Micron, and shall accept and fulfill any Purchase Orders
issued by Micron for a period of [****] after termination of this Agreement,
provided that the reason for termination was not a failure by Micron to pay
undisputed amounts to Photronics under this Agreement.

          9.4.3
[****].

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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







          9.4.4
Payment Obligation. Micron shall pay for all Products previously delivered by
Photronics and all Products subsequently delivered by Photronics pursuant to the
Purchase Orders referred to in Section 9.4.2.

    
9.5 Survival. The provisions of Sections 2.7 (to the extent implicated by
Section 9.4.3), 5.3, 6, 7, 8, 9.4, 9.5, 10 and 11 shall survive any termination
of this Agreement.

10. INTELLECTUAL PROPERTY INFRINGEMENT
INDEMNIFICATION

    
10.1 Micron Indemnity. Micron shall defend Photronics at Micron's
expense, subject to the limits contained herein, against any third party suits,
actions, claims or proceedings alleging that photomasks manufactured by
Photronics strictly in accordance with Micron Specifications at Copy Exact
Photronics Facilities or the Company facility for sale to Micron hereunder
infringe such third party's patent rights, copyrights or trademarks, or
misappropriate such third party's trade secrets, and Micron agrees to indemnify
Photronics and hold Photronics harmless from and against any damages, losses,
costs and expenses (including reasonable attorneys' fees) awarded by a court or
in settlement against Photronics in connection with any such third party claim,
[****]; provided that (i) Photronics notifies Micron promptly in writing of the
claim; (ii) Micron has sole control of the defense and all related settlement
negotiations; and (iii) Photronics provides Micron (at Micron's request and
reasonable expense) with all necessary assistance, information, and authority to
perform these duties.

    
10.2 Exclusions. Notwithstanding the foregoing, Micron shall not
indemnify Photronics against claims, and shall have no liability for any claims
of infringement based on or arising from (i) use of any superseded Licensed
Technology where Micron has made available specific replacements for such
Licensed Technology, to the extent the infringement would have been avoided by
use of the replacement Licensed Technology; (ii) modification of the Licensed
Technology by Photronics or any third party to the extent such infringement
would have been avoided but for such modification; (iii) the combination or use
of the Licensed Technology with materials or technology not furnished by Micron,
to the extent such infringement would have been avoided but for such
combination; or (iv) any claims that the customer products produced as a result
of using the photomasks specified and purchased by Micron infringe or
misappropriate the Intellectual Property Rights of any third party.


     10.3 Photronics
Indemnity. Photronics shall defend Micron at Photronics' expense, subject to the limits
contained herein, against any third party suits, actions, claims or proceedings
alleging that any photomasks manufactured by Photronics at Photronics facilities
or the Company facility, infringe such third party's patent rights, copyrights
or trademarks, or misappropriate such third party's trade secrets, and
Photronics agrees to indemnify Micron and hold Micron harmless from and against
any damages, losses, costs and expenses (including reasonable attorneys' fees)
awarded by a court or in settlement against Micron in connection with any such
third party claim [****]; provided that (i) Micron notifies Photronics promptly
in writing of the claim; (ii) Photronics has sole control of the defense and all
related settlement negotiations; and (iii) Micron provides Photronics (at
Photronics' request and reasonable expense) with all necessary assistance,
information, and authority to perform these duties.

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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







    
10.4 Exclusions. Notwithstanding the foregoing, Photronics shall not
indemnify Micron against claims, and shall have no liability for any claims, of
infringement with respect to which Photronics is indemnified by Micron under
Section 10.1 above, or based on or arising from any claims that the customer
products produced as a result of using the photomasks specified and purchased by
Micron infringe or misappropriate the Intellectual Property Rights of any third
party.

11. MISCELLANEOUS TERMS

    
11.1 Amendments. This Agreement may not be amended without the prior
written consent of both Parties.

    
11.2 No Waiver. Any provision of this Agreement may be waived if, and
only if, such waiver is in writing and is duly executed by the Party against
whom the waiver is to be enforced. No failure or delay by any Party in
exercising any right, power or privilege under this Agreement shall operate as a
waiver thereof nor shall any single or partial waiver or exercise thereof
preclude the enforcement of any other right, power or privilege.

    
11.3 Notices and Other Communications. All notices required or permitted
under this Agreement shall reference this Agreement and will be deemed given:
(a) when sent by confirmed facsimile; (b) five (5) business days after having
been sent by registered or certified mail, return receipt requested, postage
prepaid; or (c) three (3) business days after deposit with an internationally
recognized commercial overnight carrier specifying next-day delivery, with
written verification of receipt. All such notices, requests, demands and other
communications shall be addressed as follows:

If to Photronics:

Photronics, Inc.
15 Secor
Road
Brookfield, CT 06804
Attention: Edwin
L. Lewis, Senior Vice President and General Counsel
Facsimile: (203)
775-5601


and

Photronics,
Inc.
15 Secor Road Brookfield, CT 06804
Attention: Sean Smith, Senior Vice President and Chief Financial
Officer
Facsimile: (203) 775-5601

If to
Micron:

Micron
Technology, Inc.
8000 S. Federal Way
Boise, Idaho 83716
Attention:
General Counsel
Facsimile: (208) 368-4540


or to such other address or facsimile
number as a Party may have specified to the other Parties in writing delivered
in accordance with this Section.


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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







     11.4 Governing
Law. This Agreement will be governed by and construed in accordance with the
laws of the State of Delaware, United States of America, as applied to
agreements among Delaware residents entered into and wholly to be performed
within the State of Delaware (without reference to any choice or conflicts of
laws rules or principles that would require the application of the laws of any
other jurisdiction).

    
11.5 Construction; Interpretation.

          11.5.1
Certain Terms. The words "hereof," "herein," "hereunder" and similar words refer
to this Agreement as a whole and not to any particular provision of this
Agreement. The term "including" is not limited and means "including without
limitation."

          11.5.2
Section References; Titles and Subtitles. Unless otherwise noted, all references
to Sections and Schedules herein are to Sections and Schedules of this
Agreement. The titles, captions and headings of this Agreement are inserted for
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement.

          11.5.3
Reference to Persons, Agreements, Statutes. Unless otherwise expressly provided
herein, (i) references to a Person include its successors and permitted assigns,
(ii) references to agreements (including this Agreement) and other contractual
instruments shall be deemed to include all subsequent amendments, restatements
and other modifications thereto or supplements thereof and (iii) references to
any statute or regulation are to be construed as including all statutory and
regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such statute or regulation.

          11.5.4
Presumptions. No party, nor its counsel, shall be deemed the drafter of this
Agreement for purposes of construing the provisions of this Agreement, and all
provisions of this Agreement shall be construed in accordance with their fair
meaning, and not strictly for or against any party.


     11.6 Rights and
Remedies Cumulative. Except as provided in Section 6.2 and subject to the
limitations of liability provided in Section 8, above, all remedies provided for
in this Agreement shall be cumulative and in addition to and not in lieu of any
other remedies available to any Party at law, in equity or otherwise.

    
11.7 No Assignment; Binding Effect. Except as otherwise expressly
provided in this Agreement, neither Party may assign, delegate or otherwise
transfer any of its rights or obligations hereunder to any third party, whether
by assignment, transfer, Change in Control, or other means, without the prior
written consent of the other Party; provided, however, that this Agreement may
be assigned in connection with a Permitted Photronics Change of Control if
Micron does not elect to exercise its purchase rights pursuant to Section 7.4.2
of the Operating Agreement. Any attempted assignment in violation of the
foregoing shall be null and void. Subject to the foregoing, this Agreement shall
be binding on and inure to the benefit of the Parties, their heirs, executors,
administrators, and successors.

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request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.







    
11.8 Relationship of the Parties; Non-exclusivity. In the exercise of
their respective rights and the performance of their respective obligations
hereunder the Parties are, and will remain independent contractors. Nothing in
this Agreement will be construed to constitute the Parties as partners or
principal and agent for any purpose whatsoever. Neither Party will bind, or
attempt to bind, the other Party hereto to any contract or other obligation, and
neither Party will represent to any third party that it is authorized to act on
behalf of the other Party to this Agreement. Subject to Section 2.6, nothing in
this Agreement shall obligate Micron to purchase Products exclusively from
Photronics or the Company, and Micron may at any time purchase Products from
other third party manufacturers. In addition and notwithstanding anything in
this Agreement, Micron may make direct purchases from the Company in accordance
with the terms and conditions of the Micron Supply Agreement.

    
11.9 Severability. If any provision in this Agreement will be found or be
held to be invalid or unenforceable, then the meaning of said provision will be
construed, to the extent feasible, so as to render the provision enforceable,
and if no feasible interpretation would save such provision, it will be severed
from the remainder of this Agreement which will remain in full force and effect
unless the severed provision is essential and material to the rights or benefits
received by any Party. In such event, the Parties will use their respective best
efforts to negotiate, in good faith, a substitute, valid and enforceable
provision or agreement which most nearly effects the Parties' intent in entering
into this Agreement.

    
11.10 Execution. This Agreement may be executed in counterparts, each of
which so executed will be deemed to be an original and such counterparts
together will constitute one and the same agreement. Execution and delivery of
this Agreement by exchange of facsimile copies bearing the facsimile signature
of a Party shall constitute a valid and binding execution and delivery of this
Agreement by such Party.

    
11.11 Dispute Resolution. The Parties hereby agree that claims, disputes
or controversies of whatever nature, arising out of, in connection with, or in relation to the
interpretation, performance or breach of this Agreement (or any other agreement
contemplated by or related to this Agreement), shall be resolved in accordance
with the dispute resolution procedures set forth in Section 11.3 of the
Operating Agreement.

     11.12 Entire
Agreement. This Agreement, together with the other documents, exhibits and
schedules referred to herein and therein, constitute the entire agreement among
the Parties hereto pertaining to the subject matter hereof, and supersede any
and all prior oral and written, and all contemporaneous oral, agreements or
understandings pertaining thereto. There are no agreements, understandings,
restrictions, warranties or representations relating to such subject matter
between the Parties other than those set forth herein and in the other
documents, exhibits and schedules referred to herein and therein.

    
11.13 No Third Party Beneficiaries. The terms and provisions of this
Agreement are intended solely for the benefit of the Parties and their
respective successors and permitted assigns, and the Parties do not intend to
confer third party beneficiary rights upon any other Entity or
person.

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Material filed separately with the Securities and Exchange
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11.14 Force Majeure. Neither Party shall be deemed in default if its
performance or obligations hereunder are delayed or become impossible or
impractical due to causes beyond its reasonable control, including acts of God,
war, fire, earthquake, flood, riot and acts of civil or military authority.
Force majeure events shall not include delays in transportation, shortages of material or
delays by subcontractors or suppliers, unless such delay by a subcontractor or a
supplier was caused by an event that would qualify as a force majeure event
under this Section 11.14. Under no circumstances shall economic considerations
or economic impossibilities or inefficiencies delay performance or be considered
a force majeure. The time for performance of any such obligation shall be
extended for the time period lost by reason of the delay. During any period in
which Photronics is unable to fulfill Micron purchase orders due to a force
majeure event and for ninety (90) days after the effect of the force majeure
event ends, Micron shall be relieved of its purchase commitment pursuant to
Section 2.6.

[Signature Page Follows]

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Material filed separately with the Securities and Exchange
Commission.








     IN WITNESS
WHEREOF, the Parties hereto have duly executed this Agreement as of the day and
year first above written.

		Photronics, Inc.
			 
		By:	
		Name:  	
		Title:	
	 		
			
		Micron Technology, Inc.
			 
		By:	
		Name:	
		Title:	









SCHEDULE 5.1

PRICING 


     [****]

S-1

**** Material omitted pursuant to a
request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.
Material filed separately with the Securities and Exchange
Commission.