Exhibit 10.15

CONTRIBUTION AND UNITS PURCHASE
AGREEMENT 


          THIS CONTRIBUTION AND UNITS PURCHASE AGREEMENT (this
"Agreement") is made and entered into as of May 5, 2006, by and between Micron
Technology, Inc., a Delaware corporation ("Micron"), Photronics, Inc., a
Connecticut corporation ("Photronics"), and MP Mask Technology Center, LLC, a
Delaware limited liability company (the "Company").

          WHEREAS,
Micron formed the Company to serve as the legal entity for a joint venture (the
"Joint Venture") between Micron and Photronics for the development, fabrication
and sale of advanced photomasks (the "Photomask Business").

          WHEREAS, in
furtherance of establishing the Joint Venture, and in connection with the
execution of the Limited Liability Company Operating Agreement of MP Mask
Technology, LLC (the "LLC Operating Agreement") to be dated as of the Closing
Date (as defined below), by and between Micron and Photronics, Micron desires to
contribute hereunder as of the Closing Date (the "Contribution") to the Company
the assets set forth on Schedule A hereto, which Schedule may be updated upon
the reasonable agreement of Micron and Photronics, consistent with Section 6(h)
below (the "Transferred Assets"), subject to the terms and conditions contained
in this Agreement, in exchange for 100% of the membership interests (the
"Membership Interests") of the Company.

          WHEREAS,
immediately following the Contribution, Micron desires to sell 49.99% of all of
the Membership Interests, represented by 49,990 units (the "Transferred Units"),
of the Company to Photronics, and Photronics desires to purchase such Membership
Interests from Micron, pursuant to the terms and conditions of this
Agreement.

          WHEREAS, at
the Closing, Micron and Photronics shall enter into the LLC Operating Agreement
to set forth the respective rights and obligations of Micron and Photronics with
respect to the Company, and, along with the Company, certain other Transaction
Documents, as listed on Schedule B hereto.

          NOW,
THEREFORE, in consideration of the promises set forth herein and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:

          1.
Contribution.

          (a)
General. On the terms and subject to the conditions contained in this Agreement,
Micron shall convey, assign, transfer and deliver to the Company, and the
Company shall acquire on the Closing Date (as defined below), all of Micron's
right, title and interest in and to its ownership interests in the Transferred
Assets, subject to Permitted Exceptions respecting only the real property
located at 3851 E. Columbia Road, Boise, Idaho (the "JV Plant"), and no other
Micron assets whatsoever, in exchange for 100,000 membership units of the Company (the
"Units"). "Permitted Exceptions" shall mean: (a) the lien of all ad valorem real
estate Taxes (as defined below) due and payable in the calendar year 2006 and
subsequent calendar years; (b) all matters of record relating to the JV
Plant in the official records of the county in which such real property is
located; (c) local, state and federal laws, ordinances or governmental
regulations and the like, including but not limited to building and zoning laws,
ordinances and regulations, now or hereafter in effect relating to the JV Plant;
and (d) any matters that would be shown on an accurate survey of current date of
the JV Plant.









          (b)
Contribution Closing. The closing of the contribution transactions provided for
in this Agreement (the "Contribution Closing") shall take place at the offices
of Micron at 8000 South Federal Way, Boise, Idaho at the opening of business on
May 5, 2006 (the "Closing Date"). At the Contribution Closing, Micron shall
deliver to the Company deeds, endorsements, assignments and good and sufficient
instruments of conveyance, transfer and assignment as are necessary, appropriate
and effective to vest in the Company all of the right, title and interest of
Micron in and to the Transferred Assets and, simultaneously with such
deliveries, Micron shall take such steps as are necessary to put the Company in
actual possession and operating control of the Transferred Assets. On the
Closing Date, the Company shall issue to Micron the Units, which shall be fully
paid and nonassessable.

          (c)
Assumption of Liabilities. Effective as of the Contribution Closing, the Company
will assume and perform and in due course pay and discharge the following
liabilities: (i) any liabilities arising out of or based upon events or
circumstances occurring after the Closing in connection with or resulting from
the operation of the Company's business, including product warranty claims made
with respect to the sale of products by the Company after the Closing, whether
or not such products were manufactured prior to the Closing; (ii) any
liabilities set forth on Schedule C; (iii) any other liabilities explicitly
assumed under the provisions of the Transaction Documents; and (iv) any
liabilities relating to the Transferred Assets that were not Known by Micron as
of the Contribution Closing (collectively, the "Assumed Liabilities"). At the
Contribution Closing, the Company shall deliver to Micron appropriate assumption
agreements as are necessary, appropriate and effective to assume the Assumed
Liabilities. Following the Contribution Closing, Micron shall use reasonable
efforts to assign and transfer all its rights, title and interest in, to and
under any Assumed Contracts. To the extent any Assumed Contract (as defined
below) is not capable of being transferred, assigned or conveyed without the
consent or waiver of a party thereto (other than Micron or an affiliate of
Micron) or any other third party (including governmental authority), or if such
transfer, assignment or conveyance would constitute a breach thereof or
violation of Applicable Law, this Agreement shall not constitute a transfer,
assignment or conveyance thereof, and Micron shall hold any such Assumed
Contract for the benefit of the Company.

          (d)
Prorations. On the Closing Date, or as promptly as practicable following the
Closing Date, but in no event later than sixty (60) calendar days thereafter,
the water, gas electricity and other utilities, local business or other
transferable license or permit fees, and other similar periodic charges payable
with respect to the Transferred Assets shall be prorated between Micron and the
Company, with Micron bearing such costs and expenses attributable to the period
through and including the day prior to the Closing Date, and the Company bearing
such costs and expenses attributable to the period after the day prior to the
Closing Date.


2

**** 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.








          (e) Taxes. Except as otherwise provided in
this Agreement, (a) all Taxes (other than transfer Taxes) in respect of the
Transferred Assets for the period or portions of periods ending at or prior to
the day prior to the Closing Date shall be borne solely by Micron ("Micron
Pre-Closing Taxes"). For purposes of the foregoing, any Taxes that are imposed
on a periodic basis and are payable for a Tax period that includes (but does not
end on) the day prior to the Closing Date (a "Straddle Period"), the portion of
such Tax that relates to the portion of such Tax period ending on the day prior
to the Closing Date shall (A) in the case of any Taxes other than Taxes based
upon or related to income or receipts, be deemed to be the amount of such Tax
for the entire Tax period multiplied by a fraction, the numerator of which is
the number of days in the Tax period ending on the day prior to the Closing Date
and the denominator of which is the number of days in the entire Tax period, and
(B) in the case of any Tax based upon or related to income or receipts, be
deemed equal to the amount which would by payable if the relevant Tax period
ended on the day prior to the Closing Date. For purposes of this Section, all
relevant periods in respect of personal property, real property and similar
Taxes imposed by the State of Idaho shall be treated as beginning after the day
prior to the Closing Date, and such Taxes in respect of the Transferred Assets
shall be paid by the Company. Micron shall pay to the Company, within fifteen
(15) days prior to the date on which Taxes are due with respect to Straddle
Periods, that amount equal to the applicable portion of such Taxes which relates
to the portion of such Taxable period ending on the day prior to the Closing
Date. Except as otherwise provided in this Agreement, all Taxes in respect of
the Transferred Assets for the period or portions of periods beginning after the
day prior to the Contribution Closing shall be borne by the Company or, to the
extent that the Company is taxed as a flow-through entity, with respect to
income or franchise Taxes, by the Members. "Tax" means all taxes, levies,
imposts and fees imposed by any Governmental Authority (domestic or foreign) of
any nature, including but not limited to federal, state, local or foreign net
income tax, alternative or add-on minimum tax, profits or excess profits tax,
franchise tax, gross income, adjusted gross income or gross receipts tax,
employment related tax (including employee withholding or employer payroll tax,
FICA or FUTA), real or personal property tax or ad valorem tax, sales or use
tax, excise tax, stamp tax or duty, any withholding or back up withholding tax,
value added tax, severance tax, prohibited transaction tax, premiums tax,
occupation tax, together with any interest or any penalty, addition to tax or
additional amount imposed by any Governmental Authority (domestic or foreign)
responsible for the imposition of any such tax.

          2. Purchase and Sale of Membership
Interests.

          (a) General. At the LLC Closing (as
defined below) and upon the terms and conditions set forth in this Agreement,
Micron shall sell, transfer and assign to Photronics, and Photronics shall
purchase and acquire from Micron, the Transferred Units, free and clear of all
security interests, claims, liens, pledges, options, encumbrances, charges,
agreements, voting trusts, proxies and other arrangements or restrictions
whatsoever, except as may be set forth in this Agreement and the LLC Operating
Agreement. Capitalized terms used, but not defined, in this Agreement, shall
have the meanings set forth in the LLC Operating Agreement.

          (b) Purchase Price. The total purchase
price to be paid by Photronics for the Units will be
$63,000,000 (the "Purchase Price").

3

**** 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.








          (c) Closing; Subsequent Payments. Subject to the terms and
conditions contained in this Agreement, the purchase and sale of the Units
hereunder (the "LLC Closing" and together with the Contribution Closing, the
"Closing") shall take place immediately following the Contribution Closing at
the offices of Micron at the opening of business on May 5, 2006 (the "Closing
Date"), or at such other place or on such other date as is mutually agreeable to
Micron and Photronics. [****]. In addition, Photronics shall make two additional
payments to Micron in payment for the balance of the Purchase Price by delivery
to Micron, by wire transfer of immediately available funds to a bank account
designated in writing by Micron, of an amount equal to $7,500,000, on each of
the first and second anniversaries of the Closing Date.

          3. Closing
Conditions.

          (a) The
obligation of Micron to sell, transfer and assign the Units to Photronics
hereunder is subject to the satisfaction of the following conditions as of the
Closing:

          (i) the representations and warranties contained in Section 4
hereof shall be true and correct in all material respects at and as of the date
hereof and at and as of the Closing Date as though then made, except to the
extent of changes caused by the transactions expressly contemplated
herein;

          (ii) Micron
shall have received the portion of the Purchase Price payable to Micron at the
Closing pursuant to Section 2 above;

          (iii) The
agreements and covenants of Photronics contained in this Agreement that are
required to be performed prior to or on the Closing Date shall have been
performed or satisfied by Photronics in all material respects;

          (iv)
Consummation of the transactions contemplated hereby and by the Transaction
Documents shall not have been restrained, enjoined or otherwise prohibited by
Applicable Law or order of judgment or any Governmental Authority (as defined in
the LLC Operating Agreement); and

          (v) Micron
and Photronics shall have entered into the LLC Operating Agreement and the other
Transaction Documents, and such agreements shall be in full force and
effect.

          (b) The
obligation of Photronics to purchase and acquire the Units from Micron is
subject to the satisfaction of the following conditions as of the
Closing:

          (i) the
representations and warranties contained in Section 4 hereof shall be true and
correct in all material respects at and as of the date hereof and at and as of
the Closing Date as though then made, except to the extent of changes caused by
the transactions expressly contemplated herein;


4

**** 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.








          (ii) The agreements and covenants of Micron contained in this
Agreement that are required to be performed prior to or on the Closing Date
shall have been performed or satisfied by Micron in all material
respects;

          (iii) The
Contribution shall have occurred;

          (iv)
Consummation of the transactions contemplated hereby and by the Transaction
Documents shall not have been restrained, enjoined or otherwise prohibited by
Applicable Law or order of judgment or any Governmental Authority;
and

          (v) Micron
and Photronics shall have entered into the LLC Operating Agreement and the other
Transaction Documents, and such agreements shall be in full force and
effect.

          4.
Representations and Warranties of Micron. Micron hereby represents and warrants
to Photronics as follows:

          (a)
Organization. Each of Micron and the Company is duly organized, validly existing
and in good standing under the laws of its jurisdiction of formation. Micron has
all corporate power and authority required to conduct its business as currently
conducted and to own and lease its properties and operate its business as
currently owned, leased and operated. The Company has all limited liability
company power and authority required to conduct its business as currently
conducted and to own and lease its properties and operate its business as
currently owned, leased and operated. Each of Micron and the Company is duly
qualified to do business and is in good standing (to the extent such concept
exists in the relevant jurisdiction) as a foreign corporation or limited
liability company, as applicable, in each jurisdiction where the character of
the property owned or leased or the nature of its activities makes such
qualification necessary, except for those jurisdictions where the failure to be
so qualified or in good standing is not reasonably likely to result in a
Material Adverse Effect on Micron or the Joint Venture, as applicable. A
"Material Adverse Effect" on a Person (as defined in the LLC Operating
Agreement) or business shall mean any facts or circumstances that, individually
or in the aggregate, would, or might reasonably be expected to, result in a
material adverse effect on the business, financial condition or results of
operations of such Person or business.

          (b)
Ownership. All of the Membership Interests of the Company are owned by Micron,
and Micron has good and marketable title to such Membership Interests, which
consists of 100,000 units, free and clear of all security interests, claims,
liens, pledges, options, encumbrances, charges, agreements, voting trusts,
proxies and other arrangements or restrictions whatsoever.

          (c)
Authorization. Micron has all requisite corporate power and corporate authority
to execute and deliver this Agreement, to perform all of its obligations and
undertakings hereunder and to consummate the transactions contemplated hereby.
The execution and performance of this Agreement and the sale of the Units by
Micron to Photronics have been duly authorized by all necessary action on the
part of Micron, and this Agreement has been duly authorized, executed and delivered by
Micron and constitutes a valid and legally binding obligation of Micron,
enforceable in accordance with its terms, except as the enforceability thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the enforcement of creditors' rights generally and
general equitable principles.



5

**** 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.








          (d) Conflicts. The execution, delivery and performance of this
Agreement by Micron or the Company does not conflict with, violate or result in
the breach of, or create any lien or encumbrance on the Transferred Assets or
the Membership Interests of the Company pursuant to, any charter, agreement,
instrument, order, judgment, decree, law or governmental regulation to which
Micron is a party or is subject or by which the Transferred Assets or the
Membership Interests of the Company are bound. The execution, delivery and
performance of this Agreement does not and will not require any governmental or
other third party consents or filings on the part of Micron or the
Company.

          (e)
Transferred Assets. [****]. The Company has, except for Permitted Exceptions,
(i) good and marketable title to, and possession of, all of the owned
Transferred Assets that are real property and (ii) good and valid title to all
of the owned Transferred Assets that are not real property. All of the
Transferred Assets are in good operating condition and repair, ordinary wear and
tear and immaterial defects excepted. The Company has no assets other than the
Transferred Assets and the rights under the Technology License Agreement (as
defined in the LLC Operating Agreement).

          (f)
Litigation. To Micron's Knowledge, there is no material Proceeding pending or
threatened against, relating to or affecting the Transferred Assets or the
transactions contemplated by this Agreement. "Micron's Knowledge" and the
related term "Known by Micron" shall mean the actual knowledge of the executive
officers of Micron, after due inquiry of the operating officers of Micron and
the Company. "Proceeding" shall mean any action, suit, hearing, arbitration,
proceeding (public or private), investigation, examination, audit or
claim.

          (g)
Environmental Matters. Except as would not reasonably be expected to have a
Material Adverse Effect on the Company, to Micron's Knowledge: (i) Micron's
operation of the Transferred Assets has complied with all Environmental Laws;
and (ii) no real property constituting a Transferred Asset contains any
Hazardous Substance which could be expected to require investigation or
remediation under any Environmental Law. "Environmental Law" shall mean any law,
regulation, order, decree, common law or agency requirement relating to the
protection of the environment or human health and safety. "Hazardous Substance"
shall mean any substance that is listed, classified or regulated in any
concentration under any Environmental Law including petroleum products and
polychlorinated biphenyls.

          (h)
Contracts. All material contracts or other material agreements assigned to the
Company by Micron in connection with the transactions contemplated by this
Agreement are set forth on Exhibit C hereto (the "Assumed Contracts") and are in
full force and effect and constitute the valid and legally binding obligations
of the Company, enforceable in accordance with their terms, except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and general equitable principles. Micron is not in
material default under, and to Micron's Knowledge, no other party is in material
default under, any of the Assumed Contracts.


6

**** 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.









          (i) Sufficiency of Assets. To Micron's Knowledge, upon the
execution of, and consummation of the transactions contemplated by, this
Agreement, the Contribution Agreement and the other Transaction Documents, (i)
the tangible assets and properties of the Company as of the Closing Date will
include all of the material tangible assets and properties necessary for the
conduct of the Company's Photomask Business as conducted by Micron immediately
prior to the Closing (not including assets used by Micron in connection with its
performance of services under the Information Technology, Operational and
General Administrative Services Agreement between Micron and the Company (the
"Services Agreement")) and (ii) the services to be performed by Micron pursuant
to the Services Agreement encompass services sufficient for the continued
conduct of Micron's Photomask Business as conducted by Micron immediately prior
the Closing. All of the material machinery and equipment located at the JV Plant
as of the date hereof constitute Transferred Assets (not including (i) assets
used by Micron in connection with its performance of services under the Services
Agreement and (ii) assets used by non-Micron field service personnel in
connection with their performance of services for the Company).

          (j)
Undisclosed Liabilities. To Micron's Knowledge, Micron's Photomask Business is
not subject to any material liability, whether absolute, contingent, accrued or
otherwise, which is not shown or which is in excess of amounts shown or reserved
for in the unaudited balance sheet of Micron's Photomask Business dated as of
the date hereof and provided to Photronics on the date hereof, which balance
sheet has been prepared from, and is consistent with, the books and records of
Micron.

          (k)
Permits. To Micron's Knowledge, it operates Micron's Photomask Business and the
Transferred Assets with all required material Governmental Authority approvals,
permits and licenses and is in compliance with all material terms
thereof.

          (l) No
Material Adverse Effect. Since March 2, 2006, there has not been any Material
Adverse Effect on Micron's Photomask Business.

          (m)
Compliance with Laws. Micron is in compliance in all material respects with all
Applicable Laws relating to or applicable to the conduct of Micron's Photomask
Business and the ownership and use of the Transferred Assets.

          (n) Title
Insurance. Micron has provided Photronics with true and complete copies of the
Micron Title Insurance Policies. To Micron's knowledge, each of the Micron Title
Insurance Policies is, and as of the Closing will be, in full force and effect
according to its terms.

          (o) Brokers
and Finders. Micron has not engaged any broker or finder in connection with this
transaction.


7

**** 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.








          5. Representations and Warranties of Photronics. Photronics
hereby acknowledges, represents and warrants to Micron as follows:

          (a)
Organization. Photronics is duly organized, validly existing and in good
standing under the laws of its jurisdiction of formation. Photronics has all
corporate power and authority required to conduct its business as currently
conducted and to own and lease its properties and operate its business as
currently owned, leased and operated. Photronics is duly qualified to do
business and is in good standing (to the extent such concept exists in the
relevant jurisdiction) as a foreign corporation or limited liability company, as
applicable, in each jurisdiction where the character of the property owned or
leased or the nature of its activities makes such qualification necessary,
except for those jurisdictions where the failure to be so qualified or in good
standing is not reasonably likely to result in a Material Adverse Effect on
Photronics.

          (b)
Authorization. Photronics has all requisite corporate power and corporate
authority to execute and deliver this Agreement, to perform all of its
obligations and undertakings hereunder and to consummate the transactions
contemplated hereby. The execution and performance of this Agreement and the
purchase of the Units by Photronics from Micron have been duly authorized by all
necessary action on the part of Photronics, and this Agreement has been duly
authorized, executed and delivered by Photronics and constitutes a valid and
legally binding obligation of Photronics, enforceable in accordance with its
terms, except as the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and general equitable
principles.

          (c)
Conflicts. The execution, delivery and performance of this Agreement by
Photronics does not conflict with, violate or result in the breach of any
charter, agreement, instrument, order, judgment, decree, law or governmental
regulation to which Photronics is a party or is subject. The execution, delivery
and performance of this Agreement does not and will not require any governmental
or other third party consents or filings either on the part of
Photronics.

          (d)
Investment Representations.

          (i)
Photronics is acquiring the Units for investment purposes and is not acquiring
the Units with a view to the public sale or distribution of any part thereof,
and Photronics has no present intention of selling, granting participation in,
or otherwise distributing the Units in violation of any federal or state
securities laws. Photronics recognizes that it must bear the economic risk of
the investment represented by its purchase of the Units for an indefinite period
according to the terms of the LLC Operating Agreement. Photronics understands
that the Units have not been registered under the Securities Act of 1933 on the
basis that the sale provided for in this Agreement is exempt under the Act and
that the reliance of Micron on such exemptions is predicated upon such
Photronics' representations set forth herein.


8

**** 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.








          (ii) Photronics acknowledges and agrees that any certificates
representing Units held by Photronics, and the LLC Operating Agreement, will be
affixed with the following legend:

"MEMBERSHIP INTERESTS IN MP MASK
TECHNOLOGY CENTER, LLC, A DELAWARE LIMITED LIABILITY COMPANY, HAVE NOT BEEN
REGISTERED WITH OR QUALIFIED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE. THE INTERESTS ARE BEING SOLD IN
RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS.
THE INTERESTS CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF
EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THE
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MP MASK TECHNOLOGY CENTER, LLC
AND APPLICABLE FEDERAL AND STATE SECURITIES LAWS."

          (iii)
Photronics hereby acknowledges that Micron has provided to Photronics no
information regarding the Company, or its business, prospects or value, and is
making no representations other than those in Section 4 hereof. Photronics
further acknowledges that it has conducted an independent investigation and has
been given access by the Company or parties unrelated to Micron to all
information regarding the Company that it has requested, but such investigation
shall not relieve Micron on liability for breaches of representations and
warranties made by Micron in Section 4. Photronics is capable of evaluating and
has evaluated the merits and risks of its acquisition of the Units.

          (iv)
Photronics hereby acknowledges that Micron is relying on the representations
contained in this Agreement in engaging in the sale of the Membership Interests
of the Company and would not engage in the sale of the Membership Interests of
the Company in the absence of the representations contained in this
Agreement.

          (e) Brokers
and Finders. Photronics has not engaged any broker or finder in connection with
this transaction.

          6.
Covenants.

          (a)
Operations Prior to the Closing Date. Prior to the Closing Date, Micron shall
operate Micron's Photomask Business and the Transferred Assets in the ordinary
course and substantially as presently operated.

          (b) No Sale
of Assets. Except for the sale of inventory in the ordinary course of business
and the disposition of broken or obsolete assets, Micron will not, directly or
indirectly, (a) solicit any inquiries or proposals or enter into or continue any
discussions, negotiations or agreements relating to the direct or indirect
transfer of the Transferred Assets to any Person other than the Company or (b)
provide any assistance or any information to or otherwise cooperate with any
Person in connection with any such inquiry proposal or transaction.


9

**** 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.








          (c) Diligence in Pursuit of Closing. Each of the parties
hereto shall use all commercially reasonable efforts to fulfill their respective
obligations hereunder and under the other Transaction Documents, and shall
reasonably cooperate with the other parties in regard to the same in order to
effect the Closing.

          (d)
Maintenance of Insurance. Prior to the Closing, Micron shall not take or fail to
take any action that would adversely affect the applicability and the extent of
coverage of any insurance in effect on the date hereof, in any material respect,
that covers all or any part of the Transferred Assets, as and to the extent such
insurance applies to and covers insured risks for periods prior to the Closing
Date.

          (e)
Confidentiality. The disclosure and exchange of information between Micron and
Photronics is governed solely by the terms of the Micron Technology, Inc. Mutual
Nondisclosure Agreement dated as of March 29, 2005, as amended, and by the
Nondisclosure Agreement among Micron, Photronics and the Company included as
part of the Transaction Documents (the "Confidentiality Agreements").

          (f) Press
Releases. The parties agree that, following the signing of this Agreement, they
shall issue a joint press release, the text of which shall have been
pre-approved by Micron and Photronics. Except as required by law or regulation,
prior to the issuance of such press release, none of the parties hereto shall
make any public disclosure, announcement or statement with respect to this
Agreement, the Transaction Documents or the Joint Venture or any of the
transactions contemplated by this Agreement or the Transaction
Documents.

          (g) Title.
Micron covenants that following the Closing Date, Micron, without cost to Micron
but for the benefit of the Company, will diligently and reasonably present and
prosecute to the fullest extent of available coverage claims under the policies
of title insurance, and riders and endorsements thereto, issued effective upon
Micron's acquisition of fee simple title to the real property constituting
Transferred Assets (the "Micron Title Insurance Policy") with respect to any
claim, action, loss or damage affecting such property that the Company may
assert against Micron. Micron agrees to pay over to the Company any proceeds
paid to Micron in respect of Micron's claims asserted under the Micron Title
Insurance Policy to the extent related to the real property constituting
Transferred Assets.

          (h) Opening
Balance Sheet. [****]. If the net asset value of the Transferred Assets on the
Opening Balance Sheet is less than the NAV Amount, then Micron shall promptly
wire an amount of cash equal to such deficiency to the Company. If the net asset
value on the Opening Balance Sheet is greater than the NAV Amount, then the
Company shall promptly wire an amount equal to such excess to Micron.

          7. Survival
of Representations and Warranties. All representations and warranties contained
herein or made in writing by any party in connection herewith shall
survive the execution and delivery of this
Agreement and the Closing hereunder for a period of one (1) year following the
Closing Date, except for the representations and warranties set forth in
Sections 4(b) and 4(c) and the second sentence of Section 4(e), which shall
survive the execution and delivery of this Agreement and the Closing for a
period of ten years following the Closing Date.


10


**** 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.








          8. Indemnification.

          (a)
Agreement to Indemnify.

          (i)
Micron agrees to indemnify and hold harmless Photronics and each of its
representatives and affiliates (including the Company) (each a "Photronics
Indemnified Party") against any and all liabilities, claims, demands or losses,
including reasonable attorneys' fees incurred by any Photronics Indemnified
Party arising out of, or resulting from, (u) any breach of any representation or
warranty made by Micron in this Agreement or any other certificate delivered by
Micron pursuant to this Agreement, (v) any breach of any covenant made by Micron
in this Agreement or any other certificate delivered by Micron pursuant to this
Agreement, (w) any known liabilities of Micron's Photomask Business not assumed
by the Company pursuant to the Transaction Documents, (x) any Pre-Closing
Environmental Matter or (y) any products distributed by Micron prior the
Closing. "Pre-Closing Environmental Matter" shall mean (a) the production, use,
generation, emission, storage, treatment, transportation, recycling, disposal,
discharge, release or other handling or disposition at any time on or prior to
the Closing Date of any Hazardous Substances on, from or under any real property
included in the Transferred Assets by Micron or any affiliate of Micron or (b)
the failure prior to the Closing Date by Micron or any affiliate of Micron to
operate the business on any real property included in the Transferred Assets in
compliance with any Environmental Law.

          (ii)
Photronics agrees to indemnify and hold harmless Micron and each of its
representatives and affiliates (including the Company) (each a "Micron
Indemnified Party") against any and all liabilities, claims, demands or losses,
including reasonably attorneys' fees, incurred by any Micron Indemnified Party
arising out of, or resulting from, (u) any breach of any representation or
warranty made by Photronics in this Agreement or any other certificate delivered
by Photronics pursuant to this Agreement or (v) any breach of any covenant made
by Photronics in this Agreement or any other certificate delivered by Photronics
pursuant to this Agreement.

          (b)
Limitations on Indemnification.

          (i)
[****].

          (ii)
[****].

          (iii) After
the Closing, with respect to any matter as to which indemnification is provided
pursuant to Section 8 of this Agreement, such indemnification shall be the sole
remedy available to a Photronics Indemnified Party or Micron Indemnified Party,
as the case may be; provided, however, that this Section 8(b)(iii) shall not
limit any party's rights to bring a claim, action or suit for fraud or bad
faith.



11

**** 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.








          (c) Indemnification Procedures. In the event a Photronics
Indemnified Party or a Micron Indemnified Party intends to make a claim for
indemnification hereunder on behalf of himself or any Photronics Indemnified
Party or Micron Indemnified Party, respectively (an "Indemnitee"), such party
shall notify whichever of Micron or Photronics against whom indemnity is being
sought (the "Indemnitor") of the claim in writing promptly (but in no event
later than thirty (30) days) after receiving written notice of any action,
lawsuit, proceeding, investigation or other claim against him (if by a third
party) or discovering the liability, obligation or facts giving rise to such
claim for indemnification, describing the claim, the amount thereof (if known
and quantifiable), and the basis thereof, provided that the failure to so notify
the Indemnitor shall not relieve the Indemnitor of his obligations hereunder
except to the extent such failure shall have actually prejudiced the Indemnitor.
The Indemnitor shall be entitled to assume and control (with counsel of its
choice) the defense of the action, lawsuit, proceeding, investigation or other
claim giving rise to Indemnitee's claim for indemnification at the option and
expense of the Indemnitor by sending written notice of its election to do so
within fifteen (15) days after receiving written notice of such claim from the
Indemnitee as aforesaid; provided, however, that:

          (i) The
Indemnitee shall be entitled to participate in the defense of such claim and to
employ counsel of its choice for such purpose, the fees and expenses of such
separate counsel which shall be borne by the Indemnitee;

          (ii) If
the Indemnitor elects to assume the defense of any such claim, the Indemnitor
shall be entitled to compromise or settle such claim so long as either (x) such
settlement provides an unconditional release of all Indemnitees with respect to
such claim and requires the payment of monetary damages only or (y) the
Indemnitor obtains the prior written consent of the Indemnitee (which consent
shall not be unreasonably withheld or delayed); and

          (iii) If
the Indemnitor shall not have assumed the defense of such claim within the
15-day period set forth above, the Indemnitee may assume the defense of such
action, lawsuit, proceeding, investigation or such other claim with counsel
selected by it (which counsel shall be reasonably acceptable to the Indemnitor)
at the expense of the Indemnitor, provided that the Indemnitee shall under no
circumstances settle or compromise such claim without the prior written consent
of the Indemnitor (which consent shall not be unreasonably withheld or
delayed).

          9.
Termination. This Agreement may be terminated at any time prior to the Closing
(a) by mutual written consent of the parties hereto or (b) if the Closing does
not occur prior to July 1, 2006, provided that no party shall be entitled to
terminate this Agreement pursuant to this clause (b) if such party is in breach
of any provision hereof or if the Closing has not occurred despite the satisfaction of
the conditions to such party's obligation to close. In the event of the
termination of this Agreement pursuant to this Section 9, this Agreement shall
become void and of no further force and effect, there shall be no liability
under this Agreement and all rights and obligations of each party hereto shall
cease, provided that nothing herein shall relieve any party from liability for,
or be deemed to waive any rights available to a party by reason of, any breach
by the other party or parties of its or their representations, warranties,
covenants or agreements set forth in this Agreement. If the Closing does occur,
this Agreement may not be terminated thereafter by either party without the
prior written consent of the other.


12

**** 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.








          10. Further Assurances. After the Closing, as and when
requested by Photronics, Micron shall execute and deliver all such instruments
of conveyance and transfer and shall take such further actions as Photronics may
deem reasonably necessary to transfer the Units to Photronics and to carry out
fully the provisions and purposes of this Agreement. After the Closing, as and
when requested by Micron, Photronics shall take such further actions as Micron
may deem reasonably necessary to carry out fully the provisions and purposes of
this Agreement.

          11.
Miscellaneous.

          (a)
Successors and Assigns. This Agreement is intended to bind and inure to the
benefit of and be enforceable by Micron and Photronics and their respective
successors and assigns. This Agreement may not be assigned by either party
hereto without the prior written consent of the other party to this Agreement,
which consent shall not be unreasonably withheld.

          (b)
Amendment. This Agreement may be amended only through a writing signed by all
parties hereto.

          (c) Entire
Agreement and Modification. This Agreement and all agreements between Micron and
Photronics entered into concurrently herewith, including the LLC Operating
Agreement and the other Transaction Documents, together with the Confidentiality
Agreements, constitute and contain the entire agreement of the parties and
supersede and preempt any and all prior negotiations, correspondence,
understandings, agreements and representations, written or oral, which may have
related to the subject matter hereof.

          (d) Choice
of Law. The construction, validity, interpretation and enforcement of this
Agreement shall be governed by the internal law, and not the law of conflicts,
of the State of Delaware. EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 8(d).


13


**** 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.








          (e) Enforcement. If any portion of this Agreement shall be
determined to be unenforceable for any reason, it shall be adjusted rather than
voided, if possible, in order to achieve the intent of the parties to the extent
possible. In any event, all other provisions of this Agreement shall be valid
and enforceable to the maximum extent possible.

          (f)
Headings. The headings appearing in this Agreement have been inserted for
identification and reference purposes and shall not by themselves determine the
construction or interpretation of this Agreement.

          (g)
Notices. Unless otherwise provided herein, all notices, requests, instructions
or consents required or permitted under this Agreement shall be in writing and
will be deemed given: (a) when delivered personally; (b) when sent by confirmed
facsimile; (c) ten (10) business days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (d) three (3)
business days after deposit with an internationally recognized commercial
overnight carrier specifying next day delivery, with written verification of
receipt. All communications will be sent to the addresses listed on Exhibit A to
the LLC Operating Agreement (or to such other address or facsimile number as may
be designated by a party giving written notice to the other parties pursuant to
Section 11.5 of the LLC Operating Agreement).

          (h)
Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement.

          (i)
Expenses. Except as otherwise provided herein, each party shall pay all costs
and expenses that it incurs with respect to the negotiation, execution,
delivery, performance and consummation of this Agreement, except that the
Company shall pay any transfer Taxes, recording and filing fees, and other
charges with respect to the transfer of the Transferred Assets at the
Contribution Closing.

(signature page follows)

14

**** 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.









          IN WITNESS
WHEREOF, the parties have executed this Agreement on the day and year first
above written.


		MICRON TECHNOLOGY, INC.
			 
		By:	 
		Name:  	 
		Title:	
			 
			 
		PHOTRONICS, INC.
			 
		By:	
		Name:	
		Title:	
			 
			 
		MP MASK TECHNOLOGY CENTER, LLC
			 
		By:	
		Name:	
		Title:	



**** 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.








Schedule A

Transferred Assets

[****]

**** 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.








Schedule B

Transaction Documents


Contribution and Units Purchase Agreement
among Micron, Photronics and the Company

Limited Liability Company Operating
Agreement between Micron and Photronics

Company to Micron Direct Supply Agreement
between Micron and the Company

Company to Photronics Supply Agreement
between Photronics and the Company

Photronics to Micron Supply Agreement
between Micron and Photronics

Technology License Agreement among Micron,
Photronics and the Company

Information Technology, Operational and
General Administrative Services Agreement between Micron and the
Company

Operational and General Administrative
Services Agreement between Photronics and the Company

Nondisclosure Agreement among Micron,
Photronics and the Company

Non-solicitation Agreement among Micron,
Photronics and the Company

Assignment and Assumption Agreement
between Micron and the Company

Bill of Sale between Micron and the
Company

Warranty Deed between Micron and the
Company

Build to Suit Lease between Micron and
Photronics

2

**** 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.








Schedule C

Assumed Contracts and Assumed
Liabilities

[****]

3

**** 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.