Exhibit 10.18

COMPANY TO PHOTRONICS SUPPLY
AGREEMENT

     THIS COMPANY TO
PHOTRONICS SUPPLY AGREEMENT is made and entered into as of May 5, 2006 (the
"Effective Date"), by and between MP Mask Technology Center, LLC, a Delaware
limited liability company (the "Company"), and Photronics, Inc., a Connecticut
corporation ("Photronics"). The Company 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
the Company of the same Effective Date herewith (the "Operating Agreement"), by
and between Micron Technology, Inc. ("Micron") and Photronics, Micron and
Photronics have formed the Company for the purpose of developing, producing and
manufacturing photomasks and prototypes for photomasks ("Products");

    
WHEREAS, Micron and Photronics have entered into a technology license
agreement of the same Effective Date herewith (the "Technology License
Agreement"), under which the necessary technology has been licensed to the
Company in order for it to fulfill its obligations under this
Agreement;

    
WHEREAS, Micron and Photronics have entered into a separate supply
agreement of the same Effective Date herewith (the "Photronics to Micron Supply
Agreement"), which details the terms under which Photronics will supply to
Micron the products it has purchased from the Company under this Agreement;
and

    
WHEREAS, Photronics and the Company desire to enter into this Agreement
so that Photronics may purchase the products manufactured by the
Company;

    
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 "Company Location" shall mean the Company's photomask production
facility located at [****].

    
1.2 "Cost" shall have the meaning set forth in Schedule 5.1

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

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

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Commission.







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

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

    
1.7 "Loading Requirement" shall have the meaning defined in the
Photronics to Micron Supply Agreement.

    
1.8 "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.

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

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

    
1.11 "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 or in accordance with a Photronics'
customer's specifications and requirements, as applicable.

    
1.12 "Purchase Order" shall mean a written purchase order that is
delivered to the Company in accordance with Section 3.2.

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

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

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

2. PURCHASES; MANUFACTURE AND SUPPLY;
FORECASTS

    
2.1 Photronics Purchases. Photronics shall purchase Products from the
Company in accordance with the terms and conditions of this Agreement. Subject
to the terms of this Agreement and the Operating Agreement, Photronics may
subcontract to the Company the manufacture of Product for which it has received
purchase orders (x) from Micron pursuant to the Photronics to Micron Supply
Agreement and (y) from other customers of Photronics, and will purchase Product
manufactured by the Company at the purchase price set forth in Section
5.1.

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Commission.






     2.2 Company
Manufacture and Supply of Product; Micron Purchases. Except as set forth in this
paragraph, the Photronics to Micron Supply Agreement and the Micron Supply
Agreement, the Company shall sell Product to Photronics for resale to Micron and
other customers of Photronics and shall not sell Products manufactured by the
Company directly to Micron. In addition, in the event Photronics is (i) in
default of any of its material obligations under any of the Transaction
Documents, or (ii) unable, unwilling or otherwise fails, for any or no reason,
to become or remain Qualified with respect to any Product, then notwithstanding
any other provision herein or in the Photronics to Micron Supply Agreement,
Micron may purchase Products directly from the Company, at the Company's actual
documented cost and in accordance with the terms of this Agreement, until
Photronics (a) cures any default hereunder or (b) demonstrates, to Micron's
reasonable satisfaction, that it can and does meet Micron's specified
qualification requirements with respect to Products, as applicable.


    
2.3 Forecasts. [****].

    
2.4 Capacity Commitment. [****].

3. PURCHASE ORDERS

     3.1 Purchase Orders. Photronics shall purchase Products from the Company
by issuing a Purchase Order or a release to a blanket Purchase Order that
references this Agreement. Photronics and the Company agree that a Purchase
Order sent to the Company by confirmed facsimile or electronic transmission
shall constitute a writing for all legal purposes. All Purchase Orders submitted
to the Company 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. The Company shall notify
Photronics of the receipt and acceptance of a
Purchase Order 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 the Company during such period shall be
deemed accepted hereunder. The Company may not reject a Purchase Order or
release issued in compliance with this Agreement and seeking delivery of
Products within Forecasted amounts and established lead times.

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

    
3.4 Cancellations. [****].

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

4. SHIPPING; DELIVERY;
ACCEPTANCE

     4.1 Packaging
Requirements. All shipments shall be in packaging that complies with the
Specifications and, if applicable, Micron's packaging requirements. 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.

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Commission.







     4.2 Shipping. The Company 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. The Company's liability for delivery shall cease and title
and all risk of loss or damage shall transfer to Photronics when the Product is
delivered to Photronics' or its customer's designated receiving facility, as
specified in the Purchase Order. Photronics or its customer shall be the
importer of record and pay all related duties, fees and charges. The Company
shall immediately notify Photronics 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 Photronics
or Micron to be Dead-on-Arrival, the Company shall use reasonable efforts
consistent with the Company's practices to ship, at the Company's sole expense,
a replacement Product to the site designated by Photronics or Micron within
fourteen (14) business days of receipt of notice from Photronics or Micron and
Photronics or Micron shall return the Dead-on-Arrival Product in accordance with
the Product return procedures described under Section 6.2.

5. PRICE; PAYMENTS; TAXES;
AUDIT

    
5.1 Purchase Price for Products. The purchase price for each Product
purchased by Photronics from the Company shall be the Company's cost of the
Product as set forth in Schedule 5.1.

    
5.2 Payments Terms. The Company shall provide an invoice to Photronics
with an estimated price upon the shipment of Product hereunder. Each such
invoice shall specify the Purchase Order for each Product and the estimated
price per photomask. After each Fiscal Month end, the Company shall provide
Photronics with a final invoice and Photronics' payment obligation shall be
calculated from the date of Photronics' receipt of such invoice. Unless
otherwise agreed by the Parties, payments for Product delivered in accordance
with Section 4, and any other payments required hereunder, shall be made within
thirty (30) days after the receipt of the final invoice. Payment does not
constitute acceptance. In no event shall the Company deliver an invoice before
shipping the Products to which such invoice relates. All amounts payable by
Photronics to the Company shall be paid in U.S. Dollars.

    
5.3 Taxes. All amounts payable for Product sold by the Company to
Photronics hereunder are exclusive of any taxes. Photronics 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 Photronics under this Agreement, excluding any
taxes based on the Company's income. All such taxes shall be determined based
upon the final shipment designation of the items identified on the
invoice.

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Commission.







     5.4 Audit of
Books and Records. Upon Photronics' request from time to time (not to exceed two
(2) times per year), Photronics shall have the right to perform an audit of
the Company's books and records to verify its
compliance with the terms and conditions of this Agreement. In the event an
audit reveals an overpayment by Photronics, the Company shall immediately issue
a refund to Photronics for any such overpayment. Any audit performed hereunder
shall be performed in a manner that ensures compliance with all applicable Laws
and confidentiality requirements.

    
5.5 Inspection of Company Location. Upon Photronics' reasonable request
from time to time, Photronics shall have the right to perform a reasonable
inspection of the Company's Location, as necessary to verify that the facility
meets Micron's Specifications and requirements. In the event an inspection of
the Company's Location reveals any deficiency in meeting Micron's Specifications
and requirements, the Company shall promptly take action to remedy such
deficiency.

6. WARRANTIES

    
6.1 Company 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 the Company.

    
6.2 Remedies. In the event that Photronics or Micron notifies the Company
during the applicable Warranty Period that any Product does not conform to the
warranty provisions set forth in Section 6.1, the Company shall, at its option,
(a) replace such defective Product at no cost to Photronics or Micron, as
applicable, in accordance with the Company's Product return material
authorization procedures within ten (10) days of the Company's receipt of the
defective Product, (b) repair such defective Product at no cost to Photronics or
Micron, as applicable, or (c) provide a refund of any amounts paid by Photronics
or Micron, as applicable, for such defective Product. The Company 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
Photronics for failure of any Product to conform to the warranty provisions set
forth in Section 6.1.

    
6.3 No Warranty Pass Through. Photronics shall have the right to make
Product warranties to its customers consistent with the Product warranty made by
the Company under this Agreement. Photronics hereby indemnifies and holds the
Company harmless from and against any liabilities, losses, damages, costs and
expenses, including attorneys' fees and costs, incurred by the Company resulting
from any claims based on or related to any representation or warranty made by
Photronics regarding the Products that is inconsistent with the warranty made by
the Company hereunder.

    
6.4 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.

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Commission.







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. For
purposes of this Section 7.1 only, Micron shall be considered a "Party." 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, 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. Each Party
shall have a duty to mitigate any damages hereunder in accordance with
applicable law.

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").

    
9.2 Termination for Breach. The Company may terminate this Agreement in
the event that Photronics materially breaches any of the provisions of this
Agreement or the Photronics to Micron 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 or the Photronics to Micron Supply
Agreement.

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Commission.







     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. The Company shall complete all Purchase
Orders that have been previously accepted by the Company and not specifically
cancelled upon termination by Photronics or Micron and shall accept and fulfill
any Purchase Orders issued by Photronics or Micron for a period of [****] after
termination of this Agreement, provided that the reason for termination was not
a failure by Photronics to pay amounts previously due to the Company under this
Agreement.

          9.4.3
Payment Obligation. Photronics shall pay for all Products previously delivered
by the Company and all Products subsequently delivered by the Company pursuant
to the Purchase Orders referred to in Section 9.4.2.

    
9.5 Survival. The provisions of Sections 5.3, 6, 7, 8, 9.4, 9.5 and 10
shall survive any termination of this Agreement.

10. MISCELLANEOUS TERMS

    
10.1 Amendments. This Agreement may not be amended without the prior
written consent of both parties.

    
10.2 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.

    
10.3 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:

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         If to the Company:

         MP Mask Technology Center, LLC

         3851 East Columbia Road 
         Boise, Idaho
83716 
         Attention: General Manager 
         Facsimile: (208) 363-5099

         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

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 10.3.

     10.4 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).

    
10.5 Construction; Interpretation.

          10.5.1
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."

          10.5.2
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.

          10.5.3
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.

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Commission.







          10.5.4 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.

    
10.6 Rights and Remedies Cumulative. 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.

    
10.7 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.

    
10.8 Relationship of the Parties. 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.

    
10.9 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.

    
10.10 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.

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Commission.







     10.11 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, 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 10.11. 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.

    
10.12 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.

    
10.13 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.

    
10.14 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.
Notwithstanding the foregoing, Micron shall be deemed a third party beneficiary
to the extent it purchases Product directly from the Company pursuant to Section
2.2 and shall have the right to directly enforce the obligations of the Company
set forth in Sections 2.2, 4, 6 and 9.4.2 against the Company.

[Signature Page Follows]

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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:	
		 
		 
	MP Mask Technology Center, LLC
		 
	By:	
	Name:	
	Title:	




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Material filed separately with the Securities and Exchange
Commission.







SCHEDULE 5.1

PRODUCT COST

[****]

 

 

 

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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.