[LOGO]
Fleet Credit Corporation

February 20, 1996

Mr. Jeff Ryan
OPTICAL COATING LABORATORY, INC.
2789 Northpoint Parkway
Santa Rosa, California 95407-7397

RE: Account No. 32053-02

Dear Mr. Ryan:

I would like to take this opportunity to thank you for working with Fleet Credit
Corporation on your recent financing requirements.

Enclosed,  for  your  files,  are  original  copies  of the  executed  documents
referencing the above account number.  Invoices will be mailed to the address on
this letter. Please verify this. If invoices should be mailed to another address
or another  individual  within your  organization,  please  contact our Customer
Service Department at (800) 238-3737.

Again,  thank  you for your  business.  Please  feel free to call us if you have
questions regarding your account or if we can be of any further service to you.

Very truly yours,

Jeanette R. Fernandes
Contract Administrator I

enclosures

Fleet Credit Corporation  5th Floor, 50 Kennedy Plaza, Providence, RI 02903-2305
401-278-5593
A Member of Fleet Financial Group, Inc.


<PAGE>


Jeffrey M. Ryan                                        Optical Coating
Assistant Treasurer                                    Laboratory, Inc.

                                                       2789 Northpoint Parkway
                                                       Santa Rosa, California
                                                       95407-7397
                                                       (707) 525-7656
                                                       FAX 707/525-7410

February 13, 1996                                 DUPLICATE
                                                  ---------
John Gould                                        PLEASE SIGN BOTH SETS AND
Vice President                                    RETURN THE DUPLICATE FOR OUR
Fleet Credit Corporation                          FILES. THANK YOU.
5th Floor
50 Kennedy Plaza
Providence, RI 02903-2305

Re: $10,000,000 Lease Line

Dear John:

Please find enclosed the signed documentation relating to the second transaction
against the subject lease line. The amount of the  transaction is $1,000,000.  I
would kindly ask that after a Fleet  representative  signs the  documentation on
behalf  of Fleet  that a copy of this  transaction  documentation  be sent to my
attention at the address on this letterhead.

Thanks and regards,


/s/ Jeff

<PAGE>

                               CLOSING CHECKLIST


TO: Mr. Jeff Ryan

RE: OPTICAL COATING LABORATORY, INC.    ACCOUNT NUMBER: 32053-02


MASTER DOCUMENTS                            LEASE DOCUMENTS
-----------------------------------------   ------------------------------------
___  CERTIFIED COPY OF RESOLUTIONS          ___  LEASE SCHEDULE
-----------------------------------------   ------------------------------------
___  MASTER EQUIPMENT LEASE AGREEMENT       _X_  TRUE LEASE SCHEDULE
-----------------------------------------   ------------------------------------
___  MASTER SECURTY AGREEMENT               _X_  SCHEDULE A W/ SCHEDULE A-1
-----------------------------------------   ------------------------------------
___  GUARANTY                               _X_  ACCEPTANCE CERTIFICATE
-----------------------------------------   ------------------------------------
___  ADD'L SECURITY AGREE. (w/ UCC-1)       _X_  WARRANTY BILL OF SALE
-----------------------------------------   ------------------------------------
___  MAINTENANCE AND RETURN RIDER           _X_  PURCHASE OPTION RIDER (2)
-----------------------------------------   
___  ADDENDUM (To:___________________       (Specify: FMV/CAP/RET FEE
-----------------------------------------   ------------------------------------
                                            _X_  EARLY PURCHASE OPTION RIDER (2)
LOAN DOCUMENTS                              ------------------------------------
-----------------------------------------   _X_  STIPULATED LOSS VALUE SCHEDULE 
___  SECURED PROMISSORY NOTE                ------------------------------------
-----------------------------------------   _X_  UCC-1 FINANCING STATEMENT(s)(2)
     ___  FIXED RATE                        _X_  PAY PROCEEDS LETTER            
-----------------------------------------   ------------------------------------
     ___  FLOATING RATE                      ___  INVOICE ($_______________)    
-----------------------------------------   ------------------------------------
___  NOTE ACCEPTANCE CERTIFICATE            
-----------------------------------------   SPECIAL DOCUMENTS
___  SCHEDULE A                             ___  EQUIPMENT INSPECTION
-----------------------------------------   ___  UCC SEARCHES/WAIVERS
___  CERTIFICATE OF INSURANCE
-----------------------------------------   --- --------------------------------
___  UCC-1 FINANCING STATEMENT(s)           --- --------------------------------
-----------------------------------------   --- --------------------------------
___  DISBURSEMENT                           --- --------------------------------
-----------------------------------------   --- --------------------------------
___  INVOICE ($_______________)             --- --------------------------------
-----------------------------------------   --- --------------------------------

CONDITIONS PRECEDENT TO FUNDING:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

JEANETTE R. FERNANDES                       2/8/96
------------------------------------    --------------------
CA's INITIALS                               DATED


<PAGE>


    [LOGO]                                      LEASE SCHEDULE NO. 32053-00002
                                                     (True Lease Schedule)
Fleet Credit Corporation

50 Kennedy Plaza
Providence, Rhode Island 02903-2305
                                        Lessee: OPTICAL COATING LABORATORY, INC.
                                        Address: 2789 NORTH POINT PARKWAY

                                                 SANTA ROSA, CA 95407

               1. This Lease Schedule No.  32053-00002  dated as of FEBRUARY 08,
1996 is entered into pursuant to and incorporates by this reference,  all of the
terms and provisions  of that certain Master Equipment Lease Agreement No. 32053
dated  as of  DECEMBER 19,  1995  (the  "Master  Lease"),  for the  lease of the
Equipment  described in Schedule A attached  hereto.  This Lease  Schedule shall
constitute a separate,  distinct and independent  lease of the Equipment and the
contractual obligation of Lessee.  References to the "the Lease" or "this Lease"
shall mean and refer to this Lease Schedule,  together with the Master Lease and
all exhibits, addenda, schedules,  certificates,  riders and other documents and
instruments  executed and delivered in connection with this Lease Schedule,  all
as the same may be amended or modified from time to time. All capitalized  terms
used herein and not defined herein shall have the meanings set forth or referred
to in the Master Lease.  By its  execution and delivery of this Lease  Schedule,
Lessee hereby  reaffirms all of the  representations,  warranties  and covenants
contained in the Master Lease, as of the date hereof, and further represents and
warrants  to Lessor that no Event of Default,  and no event or  condition  which
with notice or the passage of time or both would constitute an Event of Default,
has occurred and is continuing as of the date hereof.

2. ACQUISITION COST. The Acquisition Cost of the Equipment is: $1,000,000.0O.

               3. (a) LEASE  TERM.  The Lease  Term shall  commence  on the date
hereof  and  shall  continue  for a period of 71  months  after  the Lease  Term
Commencement  Date  set  forth  in the  Acceptance  Certificate  to  this  Lease
Schedule,  plus any renewal or extended term  applicable in accordance  with the
terms of the Lease.

                  (b) RENTAL  PAYMENTS.  In  addition  to interim  rent  payable
pursuant  to  Section  2 of  the  Master  Lease,  Lessee  shall  pay  Lessor  71
consecutive Rental Payments in the amounts set forth in the schedule below, plus
any applicable  sales/use taxes,  commencing on the Rental Payment  Commencement
Date set forth in the  Acceptance  Certificate  and MONTHLY  thereafter  for the
remaining  Lease Term.  Each Rental  Payment shall be payable on the same day of
the month as the Rental Payment Date in each succeeding rental period during the
remaining Lease Term (each, a "Rental Payment Date")'

                                                          Amount of Each
      Number of Rental Payments                           Rental Payment
      -------------------------                           ---------------
               35                                           13,188.97
               36                                           16,119.86



                  (c) ADVANCE  RENTAL  PAYMENT.  Lessee agrees to pay Lessor the
first 01 and last O Rental Payments, due and payable on the Acceptance Date.

                  (d) SECURITY  DEPOSIT.  Lessee  agrees to make a payment in an
amount equal to 0% of the Acquisition Cost of the Equipment,  due and payable on
the Acceptance  Date, to be held by Lessor as a non-interest  bearing deposit to
secure Lessee's performance under the Lease.

<PAGE>

[LOGO]                                                     WARRANTY BILL OF SALE

Fleet Credit Corporation
50 Kennedy Plaza
Providence, Rhode Island 02903

         OPTICAL  COATING  LABORATORY,  INC.  ("Seller")  of  2789  NORTH  POINT
PARKWAY,  SANTA ROSA, CA 95407,  in  consideration  of the sum of  $1,000,000.00
Dollars, and other good and valuable consideration,  the receipt and sufficiency
of which is hereby acknowledged,  does hereby sell, transfer and assign to Fleet
Credit  Corporation  ("FCC") a Rhode  Island  corporation  having its  principal
office at 50 Kennedy Plaza,  Providence,  Rhode Island 02903,  the equipment set
forth in Schedule A hereto (the "Equipment").

         Seller  hereby  covenants  with and  warrants to FCC that Seller is the
lawful owner of the Equipment and has the right to sell the Equipment,  and that
the Equipment is free and clear of all rights, claims, liens, charges,  security
interests or  encumbrances of any other person.  Seller will forever  indemnify,
defend and warrant all of the rights of FCC in and to the Equipment  transferred
hereunder against the claims and demands of all other persons.

IN WITNESS WHEREOF,  Seller has duly executed this Bill of Sale this 13th day of
February, 1996.

                                              OPTICAL COATING LABORATORY, INC.

                                              By: /s/ John M. Markovich
                                                  ------------------------------
                                              Name:   John M. Markovich
                                                    ----------------------------
                                              Title:  Vice President Finance and
                                                     ---------------------------
                                                       Chief Financial Officer
State of    CALIFORNIA
          --------------------
County of   SONOMA
          --------------------

Subcribed and sworn before me this 13th day of February, 1996.

                                             /s/ Silvia C. Hogan
                                        ----------------------------------------
                                                  Notary Public

                                        My Commission expires: November 11, 1997
                                                              ------------------
                                                       (SEAL)
              ===============================
                      SILVIA C. HOGAN
                      COMM. #1009258
                 Notary Public--California
                       SONOMA COUNTY
               My Comm. Expires NOV 11, 1997
              ===============================

<PAGE>

FLEET CREDIT CORPORATION
                                                     EARLY PURCHASE OPTION RIDER
                                                            (single option)

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

        This Early Purchase Option Rider (the "Rider") is attached to and made a
part of that certain Lease Schedule No. 32053-01,  dated as of December 19, 1995
(the "Lease Schedule"), by and between the undersigned parties.

         So long as no Event of Default has occurred and is continuing under the
Lease,  and upon at least 90 days prior written  notice to Lessor,  Lessee shall
have the right to terminate  the Lease Term for all but not less than all of the
Equipment  on the  Rental  Payment  Date  for  Rental  Payment  Number  60  (the
"Termination  Date").  Lessee  shall pay to Lessor  on the  Termination  Date an
amount equal to: (a) all Rental Payments, late charges and other amounts due and
owing under the Lease; plus (b) all taxes,  assessments and other charges due or
payable in connection  with the sale of the Equipment to Lessee;  plus,  (c) 43%
of the  Acquisition  Cost of the  Equipment.  If Lessee  elects to exercise  its
option  under the terms of this  Rider,  it shall  automatically  be deemed that
Lessee has exercised its purchase  option under and pursuant to the terms of the
Early  Purchase  Option Rider dated  February 8, 1996 under that  certain  Lease
Schedule No. 32053-02 dated February 8, 1996.

        Provided  that  Lessor  shall  have  received  (a) all  amounts  payable
hereunder  and (b) all amounts  payable  under the Early  Purchase  Option Rider
applicable to Lease Schedule No. 32053-02 on the  Termination  Date, and that no
Event of Default  then exists and is  continuing  under the Lease,  Lessor shall
convey all of its right, title and interest in and to the Equipment to Lessee on
the Termination Date, on an "AS-IS",  "WHERE-IS" BASIS WITHOUT REPRESENTATION OR
WARRANTY,  EXPRESS OR IMPLIED,  and without recourse to Lessor,  except that the
Equipment shall be free and clear of all liens created by Lessor.

        In the event  Lessee  shall not pay all  amounts  due  hereunder  on the
Termination  Date,  then the Lease Term for the Equipment shall continue in full
force and effect,  and this Rider shall be null and void and of no further force
and effect.

        All capitalized  terms used herein and not defined herein shall have the
meanings set forth or referred to in the Lease Schedule.  Except as specifically
set forth herein,  all of the terms and  conditions of the Lease shall remain in
full force and effect and are hereby  ratified and affirmed.  To the extent that
the  provisions  of this Rider  conflict  with any  provisions  contained in the
Lease, the provisions of this Rider shall control.

Dated as of: December 19, 1995.



FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                      Chief Financial Officer

<PAGE>


                            FLEET CREDIT CORPORATION
                                50 Kennedy Plaza
                           Providence, RI 02903-2305
                                 1-800-238-3737

OPTICAL COATING LABORATORY, IN
2789 NORTH POINT PARKWAY
SANTA ROSA      CA 95407-0000

                                                               February 13, 1996

--------------------------------------------------------------------------------
          DESCRIPTION                                       AMOUNT
--------------------------------------------------------------------------------

          ADVANCE PAYMENT                                   $13,188.97   +
          TRANSACTION EXPENSES                              $ 1,000.00   +
          SH FUND                                           $14,188.97   -









                                                  Total Due      $14,188.97
                                             Total Received      $14,188.97

                                                    Balance           $0.00

--------------------------------------------------------------------------------
RETURN YOUR REMITTANCE TO THE ATTENTION OF: JEANETTE FERNANDES
TO INSURE PROPER CREDIT TO YOUR ACCOUNT, PLEASE RETURN REMITTANCE COPY.

                      A Subsidiary of Fleet National Bank

32053 00           002       00002

<PAGE>

      [LOGO]                                                 PAY PROCEEDS LETTER
Fleet Credit Corporation

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

    We hereby  authorize you to pay the following  Payee(s) from the proceeds of
your  financial  accommodations  to us in  respect  of that  certain  True Lease
Schedule No.  32053-00002 dated as of  FEBRUARY 08, 1996, and make disbursements
directly to said Payee(s) as follows:

                                                            Amount of
              PAYEE                                          Payment

OPTICAL COATING LABORATORY, INC.                        $    985,811.03
------------------------------------------             -------------------------
FLEET CREDIT CORPORATION (short fund)                   $     14,188.97
------------------------------------------             -------------------------

------------------------------------------             -------------------------

------------------------------------------             -------------------------

------------------------------------------             -------------------------

------------------------------------------             -------------------------

------------------------------------------             -------------------------

------------------------------------------             -------------------------

------------------------------------------             -------------------------

                 TOTAL:                                     $  1,000,000.00
                                                            --------------------


Dated as of: FEBRUARY 08, 1996

                                      OPTICAL COATING LABORATORY, INC.

                                      By: /s/ John M. Markovich
                                          ------------------------------
                                      Name:   John M. Markovich
                                            ----------------------------
                                      Title:  Vice President Finance and
                                             ---------------------------
                                               Chief Financial Officer

<PAGE>

<TABLE>
<CAPTION>
        This FINANCING  STATEMENT is presented for filing and will remain  effective with certain
exceptions  for a period of five years from the date of filing  pursuant  to section  9403 of the
California Uniform Commercial Code.
------------------------------------------------------------------------------------------------
<C>                                                    <C>                                     
1. DEBTOR  (LAST NAME FIRST--IF AN INDIVIDUAL)         1A.  SOCIAL SECURITY OR  FEDERAL TAX NO.

  OPTICAL COATING LABORATORY. INC.                            08-0164244
------------------------------------------------------------------------------------------------
1B. MAILING ADDRESS                          1C. CITY, STATE              1D. ZIP CODE

  2789 Northpoint Parkway                    Santa Rosa, California            95407
------------------------------------------------------------------------------------------------
2. ADDITIONAL DEBTOR (IF ANY)                          2A.  SOCIAL SECURITY OR FEDERAL TAX NO.
    (LAST NAME FIRST--IF AN INDIVIDUAL)                    

------------------------------------------------------------------------------------------------
2B. MAILING ADDRESS                          2C. CITY, STATE              2D. ZIP CODE

------------------------------------------------------------------------------------------------
3. DEBTOR'S TRADE NAMES OR STYLES (IF ANY)             3A.  FEDERAL TAX NUMBER

================================================================================================
4. SECURED PARTY                                       4A.  SOCIAL SECURITY NO., FEDERAL TAX NO.
                                                            OR BANK TRANSIT AND A.B.A. NO.
     NAME      FLEET CREDIT CORPORATION
     MAILING ADDRESS   50 Kennedy Plaza, 5th Floor
     CITY  Providence     STATE   RI     ZIP CODE  02903
     
------------------------------------------------------------------------------------------------
5.  ASSIGNEE OF SECURED PARTY (IF ANY)                  5A. SOCIAL SECURITY NO., FEDERAL TAX NO.
                                                            OR BANK TRANSIT AND A.B.A. NO.
     NAME
     MAILING ADDRESS
     CITY
------------------------------------------------------------------------------------------------
6.  This FINANCING STATEMENT covers the following types or items of property (include description
    of real property on which located and owner of record when required by instruction 4).

   (1) Robot  Seaming,  (2) Robot FSM  Seamers  and a  Conveyor  System as set forth on  attached
   Schedule  A,  and  all  additions,  accessions,  modifications,   improvements,  replacements,
   substitutions and accessories  thereto and therefor,  whether now owned or hereafter acquired,
   and the proceeds of any of the foregoing,  including insurance proceeds. Debtor has possession
   of the  equipment  under a True  Lease  only.  Secured  Party has a security  interest  in the
   equipment to the extent necessary to protect its title and interest  therein.  Pursuant to the
   Master  Equipment Lease  Agreement dated December 19, 1995,  Debtor has the option to purchase
   the subject equipment at the end of the lease term.
   Acct#32053-02/jrf
   File: Secretary of State/California                                FIXTURE FILING

------------------------------------------------------------------------------------------------
7. CHECK   [X]      7A. [ ] PRODUCTS OF COLLATERAL     7B. DEBTOR(S) SIGNATURE NOT REQUIRED IN 
   IF APPLICABLE            ARE ALSO COVERED               ACCORDANCE WITH INSTRUCTION 5(a) ITEM:
                                                           [ ](1)    [ ](2)    [ ](3)    [ ](4)
------------------------------------------------------------------------------------------------
8. CHECK   [X]          [ ]  DEBTOR IS A "TRANSMITTING UTILITY"
   IF APPLICABLE             IN ACCORDANCE WITH UCC SS. 9105 (1)(n)
------------------------------------------------------------------------------------------------
9.                                       DATE:      C   10. THIS SPACE FOR USE OF FILING OFFICER
                                                    O       (DATE, TIME, FILE NUMBER
  /s/ John M. Markovich                 2/13/96     D       AND FILING OFFICER)
SIGNATURE(S) OF DEBTOR(S)                           E
-------------------------------------------------- ---
OPTICAL COATING LABORATORY, INC.                    1

TYPE OR PRINT NAME(S) OF DEBTOR(S)                  2
--------------------------------------------------
                                                    3
   /s/ Jeanette R. Fernandes
SIGNATURE(S) OF SECURED PARTY(IES)                  4
--------------------------------------------------
FLEET CREDIT C0RPORATION                            5

TYPE OR PRINT NAME(S) OF SECURED PARTY(IES)         6
==================================================
11. Return copy to:                                 7

NAME                                                8
ADDRESS
CITY                                                9
STATE
ZIP CODE                                            0
==================================================
                FORM UCC.1--
                Approved by the Secretary of State
==================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
        This FINANCING  STATEMENT is presented for filing and will remain  effective with certain
exceptions  for a period of five years from the date of filing  pursuant  to section  9403 of the
California Uniform Commercial Code.
------------------------------------------------------------------------------------------------
<C>                                                    <C>                                     
1. DEBTOR  (LAST NAME FIRST--IF AN INDIVIDUAL)         1A.  SOCIAL SECURITY OR  FEDERAL TAX NO.

  OPTICAL COATING LABORATORY. INC.                            08-0164244
------------------------------------------------------------------------------------------------
1B. MAILING ADDRESS                          1C. CITY, STATE              1D. ZIP CODE

  2789 Northpoint Parkway                    Santa Rosa, California            95407
------------------------------------------------------------------------------------------------
2. ADDITIONAL DEBTOR (IF ANY)                          2A.  SOCIAL SECURITY OR FEDERAL TAX NO.
    (LAST NAME FIRST--IF AN INDIVIDUAL)                    

------------------------------------------------------------------------------------------------
2B. MAILING ADDRESS                          2C. CITY, STATE              2D. ZIP CODE

------------------------------------------------------------------------------------------------
3. DEBTOR'S TRADE NAMES OR STYLES (IF ANY)             3A.  FEDERAL TAX NUMBER

================================================================================================
4. SECURED PARTY                                       4A.  SOCIAL SECURITY NO., FEDERAL TAX NO.
                                                            OR BANK TRANSIT AND A.B.A. NO.
     NAME      FLEET CREDIT CORPORATION
     MAILING ADDRESS   50 Kennedy Plaza, 5th Floor
     CITY  Providence     STATE   RI     ZIP CODE  02903
     
------------------------------------------------------------------------------------------------
5.  ASSIGNEE OF SECURED PARTY (IF ANY)                  5A. SOCIAL SECURITY NO., FEDERAL TAX NO.
                                                            OR BANK TRANSIT AND A.B.A. NO.
     NAME
     MAILING ADDRESS
     CITY
------------------------------------------------------------------------------------------------
6.  This FINANCING STATEMENT covers the following types or items of property (include description
    of real property on which located and owner of record when required by instruction 4).

   (1) Robot  Seaming,  (2) Robot FSM  Seamers  and a  Conveyor  System as set forth on  attached
   Schedule  A,  and  all  additions,  accessions,  modifications,   improvements,  replacements,
   substitutions and accessories  thereto and therefor,  whether now owned or hereafter acquired,
   and the proceeds of any of the foregoing,  including insurance proceeds. Debtor has possession
   of the  equipment  under a True  Lease  only.  Secured  Party has a security  interest  in the
   equipment to the extent necessary to protect its title and interest  therein.  Pursuant to the
   Master  Equipment Lease  Agreement dated December 19, 1995,  Debtor has the option to purchase
   the subject equipment at the end of the lease term.
   Acct#32053-02/jrf
   File: Secretary of State/California                                FIXTURE FILING

------------------------------------------------------------------------------------------------
7. CHECK   [X]      7A. [ ] PRODUCTS OF COLLATERAL     7B. DEBTOR(S) SIGNATURE NOT REQUIRED IN 
   IF APPLICABLE            ARE ALSO COVERED               ACCORDANCE WITH INSTRUCTION 5(a) ITEM:
                                                           [ ](1)    [ ](2)    [ ](3)    [ ](4)
------------------------------------------------------------------------------------------------
8. CHECK   [X]          [ ]  DEBTOR IS A "TRANSMITTING UTILITY"
   IF APPLICABLE             IN ACCORDANCE WITH UCC SS. 9105 (1)(n)
------------------------------------------------------------------------------------------------
9.                                       DATE:      C   10. THIS SPACE FOR USE OF FILING OFFICER
                                                    O       (DATE, TIME, FILE NUMBER
  /s/ John M. Markovich                 2/13/96     D       AND FILING OFFICER)
SIGNATURE(S) OF DEBTOR(S)                           E
-------------------------------------------------- ---
OPTICAL COATING LABORATORY, INC.                    1

TYPE OR PRINT NAME(S) OF DEBTOR(S)                  2
--------------------------------------------------
                                                    3
   /s/ Jeanette R. Fernandes
SIGNATURE(S) OF SECURED PARTY(IES)                  4
--------------------------------------------------
FLEET CREDIT C0RPORATION                            5

TYPE OR PRINT NAME(S) OF SECURED PARTY(IES)         6
==================================================
11. Return copy to:                                 7

NAME                                                8
ADDRESS
CITY                                                9
STATE
ZIP CODE                                            0
==================================================
                FORM UCC.1--
                Approved by the Secretary of State
==================================================
</TABLE>

<PAGE>


FLEET CREDIT CORPORATION

                                                           PURCHASE OPTION RIDER

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

         This Purchase Option Rider (the "Rider") is attached to and made a part
of that certain Lease Schedule No.  32053-02,  dated as of February 8, 1996 (the
"Lease Schedule"), by and between the undersigned parties.

          1.  Purchase  Option.  If no Event of Default  (or event or  condition
which,  with the passage of time or giving of notice, or both, would become such
an Event of Default) shall have occurred and be continuing,  and the Lease shall
not have been earlier terminated,  Lessee shall have the option to purchase (the
"Purchase  Option")  all,  but  not  less  than  all,  of the  Equipment  at the
expiration  of the Lease Term for an amount,  payable in  immediately  available
funds on the last day of the Lease Term, equal to: (a) all Rental Payments, late
charges and other  amounts  due and owing  under the Lease;  plus (b) all taxes,
assessments  and other charges due or payable in connection with the sale of the
Equipment to Lessee; plus, (c) the Purchase Option Price (hereinafter  defined).
If Lessee elects to exercise its option under the terms of this Rider,  it shall
automatically  be deemed that Lessee has exercised the purchase option under and
pursuant to the terms of that certain  Purchase  Option Rider to Lease  Schedule
No. 32053-01 dated December 19, 1995.

          Provided  that Lessor  shall have  received  (a) all  amounts  payable
hereunder and (b) all amounts payable under the Purchase Option Rider applicable
to Lease  Schedule No  32053-01  on the last day of the Lease Term,  and that no
Event of Default  then exists and is  continuing  under the Lease,  Lessor shall
convey all of its right, title and interest in and to the Equipment to Lessee on
the  last  day of the  Lease  Term,  on an  "AS-IS",  "WHERE-IS"  BASIS  WITHOUT
REPRESENTATION OR WARRANTY,  EXPRESS OR IMPLIED, and without recourse to Lessor,
except  that the  Equipment  shall be free and  clear of all  liens  created  by
Lessor.  If Lessee  intends to exercise the Purchase  Option,  Lessee shall give
irrevocable  written  notice to Lessor (the  "Option  Notice") not more than 240
days,  nor less than 180 days,  prior to the  expiration  of the Lease Term.  If
Lessee fails to give such  written  notice to Lessor,  it shall be  conclusively
presumed that Lessee has elected not to exercise the Purchase Option.

         If, for any  reason,  Lessee does not  exercise  the  Purchase  Option,
Lessee shall, on the last day of the Lease Term,  return all of the Equipment to
Lessor  pursuant to and in the condition  required by the terms of the Lease and
pay to Lessor a return fee equal to 3% of the Acquisition Cost of the Equipment.

         2.  Purchase  Option  Price.  If Lessee  has  elected to  exercise  the
Purchase Option, then the "Purchase Option Price" shall be the Fair Market Value
(hereinafter  defined) of the Equipment,  provided,  however,  that the Purchase
Option Price shall not exceed 30% of the Acquisition  Cost of the Equipment.  As
soon as practicable  following Lessor's receipt of the Option Notice, Lessor and
Lessee  shall agree on the Fair Market  Value of the  Equipment as of the end of
the Lease  Term.  "Fair  Market  Value"  of the  Equipment  shall be the  amount
determined  on the basis of, and equal in value to, the  amount  which  would be
obtained  in  an  arm's-length  transaction  between  an  informed  and  willing
buyer-user (other than a buyer-user  currently in possession or a used equipment
or scrap dealer) and an informed and willing seller,  under no compulsion to buy
or sell,  and in such  determination,  costs of  removal  from the  location  of
current  use shall not be a deduction  from such value,  and it shall be assumed
(whether or not the same be true) that the  Equipment  has been  maintained  and
would have been returned to Lessor in compliance  with the  requirements  of the
Lease.

<PAGE>

         If Lessor and Lessee fail to agree upon Fair Market  Value on or before
one hundred  sixty (160) days prior to the  expiration  of the Lease Term,  then
such value  shall be  determined  by the  Appraisal  Procedure  (as set forth in
Section 3 below), at Lessee's sole cost and expense.

          3. Appraisal Procedure. On the earlier of 160 days prior to the end of
the Lease Term or the date on which either party hereto shall have given written
notice to the other  requesting  determination  of the Fair Market  Value of the
Equipment by this Appraisal  Procedure  (the  "Appraisal  Notice"),  the parties
shall consult for the purpose of appointing a qualified independent appraiser by
mutual agreement.  If no such appraiser is so appointed within ten (10) business
days  after  the  Appraisal  Notice  is  given,  each  party  shall  appoint  an
independent  appraiser and the two appraisers  shall attempt to jointly agree on
the Fair Market Value of the Equipment.  If the two appraisers  cannot so agree,
then  the  two  appraisers  so  appointed  shall  appoint  a  third  independent
appraiser.  If the two  appraisers  have been unable to agree on the Fair Market
Value and on a third  appraiser  within thirty (30) days after the date of their
appointment,  Lessor  may apply to the  American  Society of  Appraisers  or the
American  Arbitration  Association  to make such  appointment,  and both parties
shall be bound by any such  appointment.  Any appraiser or appraisers  appointed
pursuant to this Appraisal Procedure shall be bound to determine the Fair Market
Value of the  Equipment  within  thirty (30) days after the  appointment  of the
final  appraiser to be employed  pursuant to this  Appraisal  Procedure.  If the
parties shall have appointed a single  appraiser,  his or her  determination  of
value shall be final, binding and conclusive on the parties. If the parties have
appointed two appraisers, then their jointly agreed determination of value shall
be final,  binding and conclusive on the parties.  If three  appraisers shall be
appointed,  the values determined by the three appraisers shall be averaged, the
appraisal  having a value  furthest  from the average shall be discarded and the
remaining  two  appraised  values  shall be  averaged,  and the  average  of the
remaining two  appraised  values shall be final,  binding and  conclusive on the
parties.

         All capitalized terms used herein and not defined herein shall have the
meanings set forth or referred to in the Lease Schedule.  Except as specifically
set forth herein,  all of the terms and  conditions of the Lease shall remain in
full force and effect and are hereby  ratified and affirmed.  To the extent that
the  provisions  of this Rider  conflict  with any  provisions  contained in the
Lease, the provisions of this Rider shall control.

Dated as of: February 8, 1996


FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>


FLEET CREDIT CORPORATION

                                                           PURCHASE OPTION RIDER

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

         This Purchase Option Rider (the "Rider") is attached to and made a part
of that certain Lease Schedule No. 32053-01,  dated as of December 19, 1995 (the
"Lease Schedule"), by and between the undersigned parties.

          1.  Purchase  Option.  If no Event of Default  (or event or  condition
which,  with the passage of time or giving of notice, or both, would become such
an Event of Default) shall have occurred and be continuing,  and the Lease shall
not have been earlier terminated,  Lessee shall have the option to purchase (the
"Purchase  Option")  all,  but  not  less  than  all,  of the  Equipment  at the
expiration  of the Lease Term for an amount,  payable in  immediately  available
funds on the last day of the Lease Term, equal to: (a) all Rental Payments, late
charges and other  amounts  due and owing  under the Lease;  plus (b) all taxes,
assessments  and other charges due or payable in connection with the sale of the
Equipment to Lessee;  plus (c) the Purchase Option Price (hereinafter  defined).
If Lessee elects to exercise its option under the terms of this Rider,  it shall
automatically  be deemed that Lessee has exercised the purchase option under and
pursuant to the terms of that certain  Purchase  Option Rider to Lease  Schedule
No. 32053-02 dated February 8, 1995.

         Provided  that  Lessor  shall have  received  (a) all  amounts  payable
hereunder and (b) all amounts payable under the Purchase Option Rider applicable
to Lease  Schedule No  32053-02  on the last day of the Lease Term,  and that no
Event of Default  then exists and is  continuing  under the Lease,  Lessor shall
convey all of its right, title and interest in and to the Equipment to Lessee on
the  last  day of the  Lease  Term,  on an  "AS-IS",  "WHERE-IS"  BASIS  WITHOUT
REPRESENTATION OR WARRANTY,  EXPRESS OR IMPLIED, and without recourse to Lessor,
except  that the  Equipment  shall be free and  clear of all  liens  created  by
Lessor.  If Lessee  intends to exercise the Purchase  Option,  Lessee shall give
irrevocable  written  notice to Lessor (the  "Option  Notice") not more than 240
days,  nor less than 180 days,  prior to the  expiration  of the Lease Term.  If
Lessee fails to give such  written  notice to Lessor,  it shall be  conclusively
presumed that Lessee has elected not to exercise the Purchase Option.

         If, for any  reason,  Lessee does not  exercise  the  Purchase  Option,
Lessee shall, on the last day of the Lease Term,  return all of the Equipment to
Lessor  pursuant to and in the condition  required by the terms of the Lease and
pay to Lessor a return fee equal to 3% of the Acquisition Cost of the Equipment.

         2.  Purchase  Option  Price.  if Lessee  has  elected to  exercise  the
Purchase Option, then the "Purchase Option Price" shall be the Fair Market Value
(hereinafter  defined) of the Equipment,  provided,  however,  that the Purchase
Option Price shall not exceed 30% of the Acquisition  Cost of the Equipment.  As
soon as practicable  following Lessor's receipt of the Option Notice, Lessor and
Lessee  shall agree on the Fair Market  Value of the  Equipment as of the end of
the Lease  Term.  "Fair  Market  Value"  of the  Equipment  shall be the  amount
determined  on the basis of, and equal in value to, the  amount  which  would be
obtained  in  an  arm's-length  transaction  between  an  informed  and  willing
buyer-user (other than a buyer-user  currently in possession or a used equipment
or scrap dealer) and an informed and willing seller,  under no compulsion to buy
or sell,  and in such  determination,  costs of  removal  from the  location  of
current  use shall not be a deduction  from such value,  and it shall be assumed
(whether or not the same be true) that the  Equipment  has been  maintained  and
would have been returned to Lessor in compliance  with the  requirements  of the
Lease.

<PAGE>

         If Lessor and Lessee fail to agree upon Fair Market  Value on or before
one hundred  sixty (160) days prior to the  expiration  of the Lease Term,  then
such value  shall be  determined  by the  Appraisal  Procedure  (as set forth in
Section 3 below), at Lessee's sole cost and expense.

         3. Appraisal  Procedure. On the earlier of 160 days prior to the end of
the Lease Term or the date on which either party hereto shall have given written
notice to the other  requesting  determination  of the Fair Market  Value of the
Equipment by this Appraisal  Procedure  (the  "Appraisal  Notice"),  the parties
shall consult for the purpose of appointing a qualified independent appraiser by
mutual agreement.  If no such appraiser is so appointed within ten (10) business
days  after  the  Appraisal  Notice  is  given,  each  party  shall  appoint  an
independent  appraiser and the two appraisers  shall attempt to jointly agree on
the Fair Market Value of the Equipment.  If the two appraisers  cannot so agree,
then  the  two  appraisers  so  appointed  shall  appoint  a  third  independent
appraiser.  If the two  appraisers  have been unable to agree on the Fair Market
Value and on a third  appraiser  within thirty (30) days after the date of their
appointment,  Lessor  may apply to the  American  Society of  Appraisers  or the
American  Arbitration  Association  to make such  appointment,  and both parties
shall be bound by any such  appointment.  Any appraiser or appraisers  appointed
pursuant to this Appraisal Procedure shall be bound to determine the Fair Market
Value of the  Equipment  within  thirty (30) days after the  appointment  of the
final  appraiser to be employed  pursuant to this  Appraisal  Procedure.  If the
parties shall have appointed a single  appraiser,  his or her  determination  of
value shall be final, binding and conclusive on the parties. If the parties have
appointed two appraisers, then their jointly agreed determination of value shall
be final,  binding and conclusive on the parties.  If three  appraisers shall be
appointed,  the values determined by the three appraisers shall be averaged, the
appraisal  having a value  furthest  from the average shall be discarded and the
remaining  two  appraised  values  shall be  averaged,  and the  average  of the
remaining two  appraised  values shall be final,  binding and  conclusive on the
parties.

         All capitalized terms used herein and not defined herein shall have the
meanings set forth or referred to in the Lease Schedule.  Except as specifically
set forth herein,  all of the terms and  conditions of the Lease shall remain in
full force and effect and are hereby  ratified and affirmed.  To the extent that
the  provisions  of this Rider  conflict  with any  provisions  contained in the
Lease, the provisions of this Rider shall control.

Dated as of: December 19, 1995


FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>

FLEET CREDIT CORPORATION
                                   SCHEDULE A

Attached to and made part of the following: Bill of Sale

with OPTICAL COATING LABORATORY, INC.

--------------------------------------------------------------------------------
QTY       LOCATION, VENDOR, DESCRIPTION           MODEL NO.      SERIAL NO.
--------------------------------------------------------------------------------
DEPRECIABLE TAX LIFE IS 7 YEARS.

LOCATION (01)

1         ROBOT SEAMING                           __________     _______________
2         ROBOT FSM SEAMERS                       __________     _______________
                                                  __________     _______________
1         CONVEYOR SYSTEM                         __________     _______________

AS MORE FULLY DESCRIBED ON THE FOLLOWING INVOICES:

INVOICE #         INVOICE DATE          VENDOR
---------         ------------          ------
1-10317           7/27/94               SONOMA PRECISION MFG. CO.
9243              7/20/95               SEBASTOPOL BEARING & HYDRAULIC CO., INC.
053230            8/10/94               BILLCO MANUFACTURING, INC.
4072250           7/22/94               AIRSLED, INC.
00132784          7/19/94               DORNER MFG CORP
4325              7/26/94               BUSH MACHINE INC.
17418             9/20/94               MOTOMAN, INC.
15607             4/29/94               MOTOMAN, INC.

WITH ALL STANDARD AND ACCESSORY EQUIPMENT







FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

BY: /s/ Lisa D. Wardle                       BY: /s/ John M. Markovich
    ------------------------------               ------------------------------
NAME:   LISA D. WARDLE                       NAME:   John M. Markovich
      ----------------------------                 ----------------------------
TITLE:  Assistant Vice President             TITLE:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>


FLEET CREDIT CORPORATION
                                  SCHEDULE A-1

Attached to and made part of the following: Bill of Sale

with OPTICAL COATING LABORATORY, INC.

EQUIPMENT IS CURRENTLY LOCATED:

LOCATION (01)

2789 NORTH POINT PARKWAY 
SANTA ROSA, CA 95407











FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

BY: /s/ Lisa D. Wardle                       BY: /s/ John M. Markovich
    ------------------------------               ------------------------------
NAME:   LISA D. WARDLE                       NAME:   John M. Markovich
      ----------------------------                 ----------------------------
TITLE:  Assistant Vice President             TITLE:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>

FLEET CREDIT CORPORATION
                                                     EARLY PURCHASE OPTION RIDER
                                                           (single option)

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

           This Early  Purchase  Option  Rider (the  "Rider") is attached to and
made a part of that certain Lease Schedule No. 32053-02, dated as of February 8,
1996 (the "Lease Schedule"), by and between the undersigned parties.

            So long as no Event of Default has occurred and is continuing  under
the Lease,  and upon at least 90 days  prior  written  notice to Lessor,  Lessee
shall have the right to  terminate  the Lease Term for all but not less than all
of the Equipment on the Rental  Payment Date for Rental  Payment  Number 59 (the
"Termination  Date").  Lessee  shall pay to Lessor  on the  Termination  Date an
amount equal to: (a) all Rental Payments, late charges and other amounts due and
owing under the Lease; plus (b) all taxes,  assessments and other charges due or
payable in connection with the sale of the Equipment to Lessee; plus, (c) 43% of
the Acquisition  Cost of the Equipment.  If Lessee elects to exercise its option
under the terms of this Rider, it shall  automatically be deemed that Lessee has
exercised  its  purchase  option  under and  pursuant  to the terms of the Early
Purchase  Option Rider dated December 19, 1995 under that certain Lease Schedule
No. 32053-01 dated December 19, 1995.

            Provided  that Lessor shall have  received  (a) all amounts  payable
hereunder  and (b) all amounts  payable  under the Early  Purchase  Option Rider
applicable to Lease Schedule No. 32053-01 on the  Termination  Date, and that no
Event of Default  then exists and is  continuing  under the Lease,  Lessor shall
convey all of  its  right,  title and interest in and to the Equipment to Lessee
on the Termination Date, on an "AS-IS",  "WHERE-IS" BASIS WITHOUT REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, and without recourse to Lessor, except that the
Equipment shall be free and clear of all liens created by Lessor.

      In the  event  Lessee  shall  not pay all  amounts  due  hereunder  on the
Termination  Date,  then the Lease Term for the Equipment shall continue in full
force and effect,  and this Rider shall be null and void and of no further force
and effect.

           All  capitalized  terms used herein and not defined herein shall have
the  meanings  set  forth  or  referred  to in the  Lease  Schedule.  Except  as
specifically  set forth  herein,  all of the terms and  conditions  of the Lease
shall remain in full force and effect and are hereby  ratified and affirmed.  To
the extent that the  provisions  of  this  Rider  conflict  with any  provisions
contained in the Lease, the provisions of this Rider shall control.

Dated as of: February 8, 1996

FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>

                                                  STIPULATED LOSS VALUE SCHEDULE
[LOGO]
Fleet Credit Corporation

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

           This Stipulated  Loss Value Schedule (the  "Schedule") is attached to
and made a part of that  certain  Lease  Schedule No.  32053-00002,  dated as of
FEBRUARY  08,  1996 (the  "Lease  Schedule"),  by and  between  the  undersigned
parties.

           The  following  Stipulated  Loss  Values  shall be used to  calculate
damages or loss as provided in the Master Lease.  The Stipulated Loss Value with
respect to any item of  Equipment  on any Rental  Payment  Date during the Lease
Term shall be an amount  equal to the sum of: (a) all Rental  Payments and other
amounts then due and owing to Lessor under the Lease,  together with all accrued
interest and late charges thereon,  calculated through and including the date of
payment;  plus (b) the  product of the  Acquisition  Cost of the such  Equipment
multiplied by the  percentage as of such Rental Payment Date as set forth on the
reverse side hereof.

           All  capitalized  terms used herein and not defined herein shall have
the  meanings  set  forth  or  referred  to in the  Lease  Schedule.  Except  as
specifically  set forth  herein,  all of the terms and  conditions  of the Lease
shall remain in full force and effect and are hereby ratified and affirmed.

Dated as of: FEBRUARY 08, 1996

FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>

<TABLE>
<CAPTION>
Rental Payment Date for       Percentage of      Rental Payment Date for     Percentage of
Rental Payment Number       Acquisition Cost      Rental Payment Number     Acquisition Cost
-----------------------     ----------------     ----------------------     ----------------

          <S>                  <C>                       <C>                  <C> 
          1                    103.68110252              37                   77.00940904
          2                    103.08445807              38                   75.83859334
          3                    102.48143380              39                   74.65809606
          4                    101.87257133              40                   73.46891506
          5                    101.25759862              41                   72.27367045
          6                    100.63672963              42                   71.06967042
          7                    100.00970627              43                   69.85955233
          8                     99.37617349              44                   68.63958497
          9                     98.75665420              45                   67.41074200
          10                    98.09091201              46                   66.17568968
          11                    97.43858054              47                   64.93068171
          12                    96.78017115              48                   63.67667640

          13                    96.11546948              49                   62.41636928
          14                    95.44409762              50                   61.14599876
          15                    94.76602712              51                   59.86552190
          16                    94.08051541              52                   58.57630769
          17                    93.38242052              53                   57.28282470
          18                    92.67678668              54                   55.98054114
          19                    91.95849572              55                   54.67394077
          20                    91.2T530593              56                   53.35707949
          21                    90.50044587              57                   52.03130398
          22                    89.75482845              58                   50.70112535
          23                    89.00219561              59                   49.36058520
          24                    88.24175908              60                   48.01101570

          25                    87.46846386              61                   46.65695567
          26                    86.68803514              62                   45.29243222
          27                    85.90044249              63                   43.91740073
          28                    85.10575923              64                   42.53498712
          29                    84.30250730              65                   41.15703793
          30                    83.49208863              66                   39.77169242
          31                    82.67304347              67                   38.39080057
          32                    81.84666960              68                   36.99933084
          33                    81.01301660              69                   35.60039907
          34                    80.17065173              70                   34.20587103
          35                    79.32085867              71                   32.80070692
          36                    78.17058428              71                   30.00000000
</TABLE>




<PAGE>

FLEET CREDIT CORPORATION
                                  SCHEDULE A-1

Attached to and made part of the following: True Lease Schedule No. 32053-02, 
Acceptance Certificate

with     OPTICAL COATING LABORATORY, INC.


EQUIPMENT IS CURRENTLY LOCATED:

LOCATION (01)

2789 NORTH POINT PARKWAY 
SANTA ROSA, CA 95407













FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

BY: /s/ Lisa D. Wardle                       BY: /s/ John M. Markovich
    ------------------------------               ------------------------------
NAME:   LISA D. WARDLE                       NAME:   John M. Markovich
      ----------------------------                 ----------------------------
TITLE:  Assistant Vice President             TITLE:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>


[LOGO]                                                    ACCEPTANCE CERTIFICATE
Fleet Credit Corporation
50 Kennedy Plaza
Providence, Rhode Island 02903-2305

     This Acceptance  Certificate is attached to and made a part of that certain
Lease  Schedule  No.  32053 - 00002,  dated as of FEBRUARY  08, 1996 (the "Lease
Schedule"),  by and between the undersigned  parties. All capitalized terms used
herein and not defined  herein  shall have the meanings set forth or referred to
in the Lease  Schedule.  To the  extent  the terms set forth in this  Acceptance
Certificate differ or conflict with any of the terms set forth in the Lease, the
terms set forth in this Acceptance Certificate shall control.

     1. Lessee  acknowledges and agrees that each item of Equipment set forth on
Schedule A hereto  (collectively,  the  "Equipment")  is hereby  unconditionally
accepted by Lessee for all purposes  under the Lease at the locations  specified
in  Schedule  A-1 hereto,  and hereby  agrees to  faithfully  perform all of its
obligations  under  the Lease as of the date  hereof  (the  "Acceptance  Date").
Lessee hereby  authorizes  and directs  Lessor to make payment to each vendor of
the Equipment pursuant to such vendor's invoice or any purchase order,  purchase
agreement or supply contract with such vendor, receipt and approval of which are
hereby reaffirmed by Lessee.

     2. By its execution  and delivery of this  Acceptance  Certificate,  Lessee
hereby reaffirms all of the representations,  warranties and covenants contained
in the Lease as of the date  hereof,  and  further  represents  and  warrants to
Lessor that no Event of Default,  and no event or condition which with notice or
the passage of time or both would  constitute an Event of Default,  has occurred
and is continuing as of the date hereof. Lessee further certifies to Lessor that
Lessee has  selected  the  Equipment  and has received and approved the purchase
order,  purchase  agreement or supply contract under which the Equipment will be
acquired for all purposes of the Lease.

     3. Lessee hereby  represents  and warrants that: (a) the Equipment has been
delivered  and is in an operating  condition  and  performing  the operation for
which it is intended to the satisfaction of the Lessee;  and (b) if requested by
Lessor,  the  Equipment  has been  marked or  labeled  evidencing  the  Lessor's
interest therein.

     4. The LEASE TERM COMMENCEMENT DATE is the 20th day of January, 1996.

     5. The RENTAL PAYMENT COMMENCEMENT DATE is the 20th day of January, 1996.

     6. All terms and  provisions  of the Lease  Schedule  shall  remain in full
force and effect, except as otherwise provided below:

       - ACQUISITION COST: $______________________.

       - LEASE TERM: ______________________ months.

       - RENTAL PAYMENTS: Number of Rental Payments        Rental Payment Amount


       - ADVANCE RENTAL PAYMENT(S): First______________ and last ______________.

       - SECURITY DEPOSIT: ______________________ %.

Dated: 2/15/96

Agreed and Accepted:


FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By:                                          By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:                                        Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:                                       Title:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>

FLEET CREDIT CORPORATION
                                   SCHEDULE A

Attached to and made part of the following: True Lease Schedule No. 32053-02,
Acceptance Certificate, UCC Financing Statement(s)

with OPTICAL COATING LABORATORY, INC.

--------------------------------------------------------------------------------
QTY       LOCATION, VENDOR, DESCRIPTION           MODEL NO.      SERIAL NO.
--------------------------------------------------------------------------------
DEPRECIABLE TAX LIFE IS 7 YEARS.

LOCATION (01)

1         ROBOT SEAMING                           __________     _______________
2         ROBOT FSM SEAMERS                       __________     _______________
                                                  __________     _______________
1         CONVEYOR SYSTEM                         __________     _______________

AS MORE FULLY DESCRIBED ON THE FOLLOWING INVOICES:

INVOICE #         INVOICE DATE          VENDOR
---------         ------------          ------
1-10317           7/27/94               SONOMA PRECISION MFG. CO.
9243              7/20/95               SEBASTOPOL BEARING & HYDRAULIC CO., INC.
053230            8/10/94               BILLCO MANUFACTURING, INC.
4072250           7/22/94               AIRSLED, INC.
00132784          7/19/94               DORNER MFG CORP
4325              7/26/94               BUSH MACHINE INC.
17418             9/20/94               MOTOMAN, INC.
15607             4/29/94               MOTOMAN, INC.

WITH ALL STANDARD AND ACCESSORY EQUIPMENT





FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

BY: /s/ Lisa D. Wardle                       BY: /s/ John M. Markovich
    ------------------------------               ------------------------------
NAME:   LISA D. WARDLE                       NAME:   John M. Markovich
      ----------------------------                 ----------------------------
TITLE:  Assistant Vice President             TITLE:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>


           4.  EQUIPMENT  LOCATION(S).  The  Equipment  will be  located  at the
location(s) specified in Schedule A-1 hereto.

           5.  Lessor will  invoice  Lessee for all sales,  use and/or  personal
property taxes as and when due and payable in accordance  with  applicable  law,
unless Lessee delivers to Lessor a valid exemption  certificate  with respect to
such   taxes.   Delivery  of  such   certificate   shall   constitute   Lessee's
representation and warranty that no such taxes shall become due and payable with
respect to the Equipment,  and Lessee shall  indemnify and hold harmless  Lessor
from and against any and all  liability or damages,  including  late charges and
interest which Lessor may incur by reason of the assessment of such taxes.

           6. The  Rental  Payments  may  change for  Equipment  accepted  after
FEBRUARY 24, 1996.




Dated as of: FEBRUARY 08, 1996


FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>


FLEET CREDIT CORPORATION

                                                           PURCHASE OPTION RIDER

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

         This Purchase Option Rider (the "Rider") is attached to and made a part
of that certain Lease Schedule No. 32053-O1, dated as of  December 19, 1995 (the
"Lease Schedule"), by and between the undersigned parties.

         1.  Purchase  Option.  If no Event of  Default  (or event or  condition
which,  with the passage of time or giving of notice, or both, would become such
an Event of Default) shall have occurred and be continuing,  and the Lease shall
not have been earlier terminated,  Lessee shall have the option to purchase (the
"Purchase  Option")  all,  but  not  less  than  all,  of the  Equipment  at the
expiration  of the Lease Term for an amount,  payable in  immediately  available
funds on the last day of the Lease Term, equal to: (a) all Rental Payments, late
charges and other  amounts  due and owing  under the Lease;  plus (b) all taxes,
assessments  and other charges due or payable in connection with the sale of the
Equipment to Lessee;  plus (c) the Purchase Option Price (hereinafter  defined).
If Lessee elects to exercise its option under the terms of this Rider,  it shall
automatically  be deemed that Lessee has exercised the purchase option under and
pursuant to the terms of that certain  Purchase  Option Rider to Lease  Schedule
No. 32053-02 dated February 8, 1995.

         Provided  that  Lessor  shall have  received  (a) all  amounts  payable
hereunder and (b) all amounts payable under the Purchase Option Rider applicable
to Lease  Schedule No  32053-02  on the last day of the Lease Term,  and that no
Event of Default  then exists and is  continuing  under the Lease,  Lessor shall
convey all of its right, title and interest in and to the Equipment to Lessee on
the  last  day of the  Lease  Term,  on an  "AS-IS",  "WHERE-IS"  BASIS  WITHOUT
REPRESENTATION OR WARRANTY,  EXPRESS OR IMPLIED, and without recourse to Lessor,
except  that the  Equipment  shall be free and  clear of all  liens  created  by
Lessor.  If Lessee  intends to exercise the Purchase  Option,  Lessee shall give
irrevocable  written  notice to Lessor (the  "Option  Notice") not more than 240
days,  nor less than 180 days,  prior to the  expiration  of the Lease Term.  If
Lessee fails to give such  written  notice to Lessor,  it shall be  conclusively
presumed that Lessee has elected not to exercise the Purchase Option.

         If, for any  reason,  Lessee does not  exercise  the  Purchase  Option,
Lessee shall, on the last day of the Lease Term,  return all of the Equipment to
Lessor  pursuant to and in the condition  required by the terms of the Lease and
pay to Lessor a return fee equal to 3% of the Acquisition Cost of the Equipment.

         2.  Purchase  Option  Price.  If Lessee  has  elected to  exercise  the
Purchase Option, then the "Purchase Option Price" shall be the Fair Market Value
(hereinafter  defined) of the Equipment,  provided,  however,  that the Purchase
Option Price shall not exceed 30% of the Acquisition  Cost of the Equipment.  As
soon as practicable  following Lessor's receipt of the Option Notice, Lessor and
Lessee  shall agree on the Fair Market  Value of the  Equipment as of the end of
the Lease  Term.  "Fair  Market  Value"  of the  Equipment  shall be the  amount
determined  on the basis of, and equal in value to, the  amount  which  would be
obtained  in  an  arm's-length  transaction  between  an  informed  and  willing
buyer-user (other than a buyer-user  currently in possession or a used equipment
or scrap dealer) and an informed and willing seller,  under no compulsion to buy
or sell,  and in such  determination,  costs of  removal  from the  location  of
current  use shall not be a deduction  from such value,  and it shall be assumed
(whether or not the same be true) that the  Equipment  has been  maintained  and
would have been returned to Lessor in compliance  with the  requirements  of the
Lease.


<PAGE>

          If Lessor and Lessee fail to agree upon Fair Market Value on or before
one hundred  sixty (160) days prior to the  expiration  of the Lease Term,  then
such value  shall be  determined  by the  Appraisal  Procedure  (as set forth in
Section 3 below), at Lessee's sole cost and expense.

          3. Appraisal Procedure. On the earlier of 160 days prior to the end of
the Lease Term or the date on which either party hereto shall have given written
notice to the other  requesting  determination  of the Fair Market  Value of the
Equipment by this Appraisal  Procedure  (the  "Appraisal  Notice"),  the parties
shall consult for the purpose of appointing a qualified independent appraiser by
mutual agreement.  If no such appraiser is so appointed within ten (10) business
days  after  the  Appraisal  Notice  is  given,  each  party  shall  appoint  an
independent  appraiser and the two appraisers  shall attempt to jointly agree on
the Fair Market Value of the Equipment.  If the two appraisers  cannot so agree,
then  the  two  appraisers  so  appointed  shall  appoint  a  third  independent
appraiser.  If the two  appraisers  have been unable to agree on the Fair Market
Value and on a third  appraiser  within thirty (30) days after the date of their
appointment,  Lessor  may apply to the  American  Society of  Appraisers  or the
American  Arbitration  Association  to make such  appointment,  and both parties
shall be bound by any such  appointment.  Any appraiser or appraisers  appointed
pursuant to this Appraisal Procedure shall be bound to determine the Fair Market
Value of the  Equipment  within  thirty (30) days after the  appointment  of the
final  appraiser to be employed  pursuant to this  Appraisal  Procedure.  If the
parties shall have appointed a single  appraiser,  his or her  determination  of
value shall be final, binding and conclusive on the parties. If the parties have
appointed two appraisers, then their jointly agreed determination of value shall
be final,  binding and conclusive on the parties.  If three  appraisers shall be
appointed,  the values determined by the three appraisers shall be averaged, the
appraisal  having a value  furthest  from the average shall be discarded and the
remaining  two  appraised  values  shall be  averaged,  and the  average  of the
remaining two  appraised  values shall be final,  binding and  conclusive on the
parties.

         All capitalized terms used herein and not defined herein shall have the
meanings set forth or referred to in the Lease Schedule.  Except as specifically
set forth herein,  all of the terms and  conditions of the Lease shall remain in
full force and effect and are hereby  ratified and affirmed.  To the extent that
the  provisions  of this Rider  conflict  with any  provisions  contained in the
Lease, the provisions of this Rider shall control.

Dated as of: December 19, 1995


FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer


<PAGE>

FLEET CREDIT CORPORATION
                                                     EARLY PURCHASE OPTION RIDER
                                                         (single option)

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

         This Early Purchase  Option Rider (the "Rider") is attached to and made
a part of that certain  Lease  Schedule No.  32053-01,  dated as of December 19,
1995 (the "Lease Schedule"), by and between the undersigned parties.

          So long as no Event of Default has  occurred and is  continuing  under
the Lease,  and upon at least 90 days  prior  written  notice to Lessor,  Lessee
shall have the right to  terminate  the Lease Term for all but not less than all
of the Equipment on the Rental  Payment Date for Rental  Payment  Number 60 (the
"Termination  Date").  Lessee  shall pay to Lessor  on the  Termination  Date an
amount equal to: (a) all Rental Payments, late charges and other amounts due and
owing under the Lease; plus (b) all taxes,  assessments and other charges due or
payable in connection with the sale of the Equipment to Lessee; plus, (c) 43% of
the Acquisition  Cost of the Equipment.  If Lessee elects to exercise its option
under the terms of this Rider, it shall  automatically be deemed that Lessee has
exercised  its  purchase  option  under and  pursuant  to the terms of the Early
Purchase  Option Rider dated February 8, 1996  under that certain Lease Schedule
No. 32053-02 dated February 8, 1996.

          Provided  that Lessor  shall have  received  (a) all  amounts  payable
hereunder  and (b) all amounts  payable  under the Early  Purchase  Option Rider
applicable to Lease Schedule No. 32053-02 on the  Termination  Date, and that no
Event of Default  then exists and is  continuing  under the Lease,  Lessor shall
convey all of its right, title and interest in and to the Equipment to Lessee on
the Termination Date, on an "AS-IS",  "WHERE-IS" BASIS WITHOUT REPRESENTATION OR
WARRANTY,  EXPRESS OR IMPLIED,  and without recourse to Lessor,  except that the
Equipment shall be free and clear of all liens created by Lessor.

    In the  event  Lessee  shall  not  pay  all  amounts  due  hereunder  on the
Termination  Date,  then the Lease Term for the Equipment shall continue in full
force and effect,  and this Rider shall be null and void and of no further force
and effect.

         All capitalized terms used herein and not defined herein shall have the
meanings set forth or referred to in the Lease Schedule.  Except as specifically
set forth herein,  all of the terms and  conditions of the Lease shall remain in
full force and effect and are hereby  ratified and affirmed.  To the extent that
the  provisions  of this Rider  conflict  with any  provisions  contained in the
Lease, the provisions of this Rider shall control.

Dated as of: December 19, 1995

FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer
<PAGE>

Jeffrey M. Ryan                                        Optical Coating
Assistant Treasurer                                    Laboratory, Inc.

                                                       2789 Northpoint Parkway
                                                       Santa Rosa, California
                                                       95407-7397
                                                       (707) 525-7656
                                                       FAX 707/525-7410

February 13, 1996

John Gould
Vice President
Fleet Credit Corporation
5th Floor
50 Kennedy Plaza
Providence, RI 02903-2305

Re: $10,000,000 Lease Line

Dear John:

Please find enclosed the signed documentation relating to the second transaction
against the subject lease line. The amount of the  transaction is $1,000,000.  I
would kindly ask that after a Fleet  representative  signs the  documentation on
behalf  of Fleet  that a copy of this  transaction  documentation  be sent to my
attention at the address on this letterhead.

Thanks and regards,


/s/ Jeff


<PAGE>

                               CLOSING CHECKLIST


TO: Mr. Jeff Ryan

RE: OPTICAL COATING LABORATORY, INC.    ACCOUNT NUMBER: 32053-02


MASTER DOCUMENTS                            LEASE DOCUMENTS
-----------------------------------------   ------------------------------------
___  CERTIFIED COPY OF RESOLUTIONS          ___  LEASE SCHEDULE
-----------------------------------------   ------------------------------------
___  MASTER EQUIPMENT LEASE AGREEMENT       _X_  TRUE LEASE SCHEDULE
-----------------------------------------   ------------------------------------
___  MASTER SECURTY AGREEMENT               _X_  SCHEDULE A W/ SCHEDULE A-1
-----------------------------------------   ------------------------------------
___  GUARANTY                               _X_  ACCEPTANCE CERTIFICATE
-----------------------------------------   ------------------------------------
___  ADD'L SECURITY AGREE. (w/ UCC-1)       _X_  WARRANTY BILL OF SALE
-----------------------------------------   ------------------------------------
___  MAINTENANCE AND RETURN RIDER           _X_  PURCHASE OPTION RIDER (2)
-----------------------------------------   
___  ADDENDUM (To:___________________       (Specify: FMV/CAP/RET FEE
-----------------------------------------   ------------------------------------
                                            _X_  EARLY PURCHASE OPTION RIDER (2)
LOAN DOCUMENTS                              ------------------------------------
-----------------------------------------   _X_  STIPULATED LOSS VALUE SCHEDULE 
___  SECURED PROMISSORY NOTE                ------------------------------------
-----------------------------------------   _X_  UCC-1 FINANCING STATEMENT(s)(2)
     ___  FIXED RATE                        _X_  PAY PROCEEDS LETTER            
-----------------------------------------   ------------------------------------
     ___  FLOATING RATE                      ___  INVOICE ($_______________)    
-----------------------------------------   ------------------------------------
___  NOTE ACCEPTANCE CERTIFICATE            
-----------------------------------------   SPECIAL DOCUMENTS
___  SCHEDULE A                             ___  EQUIPMENT INSPECTION
-----------------------------------------   ___  UCC SEARCHES/WAIVERS
___  CERTIFICATE OF INSURANCE
-----------------------------------------   --- --------------------------------
___  UCC-1 FINANCING STATEMENT(s)           --- --------------------------------
-----------------------------------------   --- --------------------------------
___  DISBURSEMENT                           --- --------------------------------
-----------------------------------------   --- --------------------------------
___  INVOICE ($_______________)             --- --------------------------------
-----------------------------------------   --- --------------------------------

CONDITIONS PRECEDENT TO FUNDING:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

JEANETTE R. FERNANDES                       2/8/96
------------------------------------    --------------------
CA's INITIALS                               DATED


<PAGE>


    [LOGO]                                      LEASE SCHEDULE NO. 32053-00002
                                                     (True Lease Schedule)
Fleet Credit Corporation

50 Kennedy Plaza
Providence, Rhode Island 02903-2305
                                        Lessee: OPTICAL COATING LABORATORY, INC.
                                        Address: 2789 NORTH POINT PARKWAY

                                                 SANTA ROSA, CA 95407

               1. This Lease Schedule No.  32053-00002  dated as of FEBRUARY 08,
1996 is entered into pursuant to and incorporates by this reference,  all of the
terms and provisions  of that certain Master Equipment Lease Agreement No. 32053
dated  as of  DECEMBER 19,  1995  (the  "Master  Lease"),  for the  lease of the
Equipment  described in Schedule A attached  hereto.  This Lease  Schedule shall
constitute a separate,  distinct and independent  lease of the Equipment and the
contractual obligation of Lessee.  References to the "the Lease" or "this Lease"
shall mean and refer to this Lease Schedule,  together with the Master Lease and
all exhibits, addenda, schedules,  certificates,  riders and other documents and
instruments  executed and delivered in connection with this Lease Schedule,  all
as the same may be amended or modified from time to time. All capitalized  terms
used herein and not defined herein shall have the meanings set forth or referred
to in the Master Lease.  By its  execution and delivery of this Lease  Schedule,
Lessee hereby  reaffirms all of the  representations,  warranties  and covenants
contained in the Master Lease, as of the date hereof, and further represents and
warrants  to Lessor that no Event of Default,  and no event or  condition  which
with notice or the passage of time or both would constitute an Event of Default,
has occurred and is continuing as of the date hereof.

2. ACQUISITION COST. The Acquisition Cost of the Equipment is: $1,000,000.0O.

               3. (a) LEASE  TERM.  The Lease  Term shall  commence  on the date
hereof  and  shall  continue  for a period of 71  months  after  the Lease  Term
Commencement  Date  set  forth  in the  Acceptance  Certificate  to  this  Lease
Schedule,  plus any renewal or extended term  applicable in accordance  with the
terms of the Lease.

                  (b) RENTAL  PAYMENTS.  In  addition  to interim  rent  payable
pursuant  to  Section  2 of  the  Master  Lease,  Lessee  shall  pay  Lessor  71
consecutive Rental Payments in the amounts set forth in the schedule below, plus
any applicable  sales/use taxes,  commencing on the Rental Payment  Commencement
Date set forth in the  Acceptance  Certificate  and MONTHLY  thereafter  for the
remaining  Lease Term.  Each Rental  Payment shall be payable on the same day of
the month as the Rental Payment Date in each succeeding rental period during the
remaining Lease Term (each, a "Rental Payment Date")'

                                                          Amount of Each
      Number of Rental Payments                           Rental Payment
      -------------------------                           ---------------
               35                                           13,188.97
               36                                           16,119.86



                  (c) ADVANCE  RENTAL  PAYMENT.  Lessee agrees to pay Lessor the
first 01 and last O Rental Payments, due and payable on the Acceptance Date.

                  (d) SECURITY  DEPOSIT.  Lessee  agrees to make a payment in an
amount equal to 0% of the Acquisition Cost of the Equipment,  due and payable on
the Acceptance  Date, to be held by Lessor as a non-interest  bearing deposit to
secure Lessee's performance under the Lease.

<PAGE>

[LOGO]                                                     WARRANTY BILL OF SALE

Fleet Credit Corporation
50 Kennedy Plaza
Providence, Rhode Island 02903

         OPTICAL  COATING  LABORATORY,  INC.  ("Seller")  of  2789  NORTH  POINT
PARKWAY,  SANTA ROSA, CA 95407,  in  consideration  of the sum of  $1,000,000.00
Dollars, and other good and valuable consideration,  the receipt and sufficiency
of which is hereby acknowledged,  does hereby sell, transfer and assign to Fleet
Credit  Corporation  ("FCC") a Rhode  Island  corporation  having its  principal
office at 50 Kennedy Plaza,  Providence,  Rhode Island 02903,  the equipment set
forth in Schedule A hereto (the "Equipment").

         Seller  hereby  covenants  with and  warrants to FCC that Seller is the
lawful owner of the Equipment and has the right to sell the Equipment,  and that
the Equipment is free and clear of all rights, claims, liens, charges,  security
interests or  encumbrances of any other person.  Seller will forever  indemnify,
defend and warrant all of the rights of FCC in and to the Equipment  transferred
hereunder against the claims and demands of all other persons.

IN WITNESS WHEREOF,  Seller has duly executed this Bill of Sale this 13th day of
February, 1996.

                                              OPTICAL COATING LABORATORY, INC.

                                              By: /s/ John M. Markovich
                                                  ------------------------------
                                              Name:   John M. Markovich
                                                    ----------------------------
                                              Title:  Vice President Finance and
                                                     ---------------------------
                                                       Chief Financial Officer
State of    CALIFORNIA
          --------------------
County of   SONOMA
          --------------------

Subcribed and sworn before me this 13th day of February, 1996.

                                             /s/ Silvia C. Hogan
                                        ----------------------------------------
                                                  Notary Public

                                        My Commission expires: November 11, 1997
                                                              ------------------
                                                       (SEAL)
              ===============================
                      SILVIA C. HOGAN
                      COMM. #1009258
                 Notary Public--California
                       SONOMA COUNTY
               My Comm. Expires NOV 11, 1997
              ===============================

<PAGE>

FLEET CREDIT CORPORATION
                                                     EARLY PURCHASE OPTION RIDER
                                                            (single option)

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

        This Early Purchase Option Rider (the "Rider") is attached to and made a
part of that certain Lease Schedule No. 32053-01,  dated as of December 19, 1995
(the "Lease Schedule"), by and between the undersigned parties.

         So long as no Event of Default has occurred and is continuing under the
Lease,  and upon at least 90 days prior written  notice to Lessor,  Lessee shall
have the right to terminate  the Lease Term for all but not less than all of the
Equipment  on the  Rental  Payment  Date  for  Rental  Payment  Number  60  (the
"Termination  Date").  Lessee  shall pay to Lessor  on the  Termination  Date an
amount equal to: (a) all Rental Payments, late charges and other amounts due and
owing under the Lease; plus (b) all taxes,  assessments and other charges due or
payable in connection  with the sale of the Equipment to Lessee;  plus,  (c) 43%
of the  Acquisition  Cost of the  Equipment.  If Lessee  elects to exercise  its
option  under the terms of this  Rider,  it shall  automatically  be deemed that
Lessee has exercised its purchase  option under and pursuant to the terms of the
Early  Purchase  Option Rider dated  February 8, 1996 under that  certain  Lease
Schedule No. 32053-02 dated February 8, 1996.

        Provided  that  Lessor  shall  have  received  (a) all  amounts  payable
hereunder  and (b) all amounts  payable  under the Early  Purchase  Option Rider
applicable to Lease Schedule No. 32053-02 on the  Termination  Date, and that no
Event of Default  then exists and is  continuing  under the Lease,  Lessor shall
convey all of its right, title and interest in and to the Equipment to Lessee on
the Termination Date, on an "AS-IS",  "WHERE-IS" BASIS WITHOUT REPRESENTATION OR
WARRANTY,  EXPRESS OR IMPLIED,  and without recourse to Lessor,  except that the
Equipment shall be free and clear of all liens created by Lessor.

        In the event  Lessee  shall not pay all  amounts  due  hereunder  on the
Termination  Date,  then the Lease Term for the Equipment shall continue in full
force and effect,  and this Rider shall be null and void and of no further force
and effect.

        All capitalized  terms used herein and not defined herein shall have the
meanings set forth or referred to in the Lease Schedule.  Except as specifically
set forth herein,  all of the terms and  conditions of the Lease shall remain in
full force and effect and are hereby  ratified and affirmed.  To the extent that
the  provisions  of this Rider  conflict  with any  provisions  contained in the
Lease, the provisions of this Rider shall control.

Dated as of: December 19, 1995.



FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                      Chief Financial Officer

<PAGE>


                            FLEET CREDIT CORPORATION
                                50 Kennedy Plaza
                           Providence, RI 02903-2305
                                 1-800-238-3737

OPTICAL COATING LABORATORY, IN
2789 NORTH POINT PARKWAY
SANTA ROSA      CA 95407-0000

                                                               February 13, 1996

--------------------------------------------------------------------------------
          DESCRIPTION                                       AMOUNT
--------------------------------------------------------------------------------

          ADVANCE PAYMENT                                   $13,188.97   +
          TRANSACTION EXPENSES                              $ 1,000.00   +
          SH FUND                                           $14,188.97   -








                                                  Total Due      $14,188.97
                                             Total Received      $14,188.97

                                                    Balance           $0.00

--------------------------------------------------------------------------------
RETURN YOUR REMITTANCE TO THE ATTENTION OF: JEANETTE FERNANDES
TO INSURE PROPER CREDIT TO YOUR ACCOUNT, PLEASE RETURN REMITTANCE COPY.

                      A Subsidiary of Fleet National Bank

32053 00           002       00002

<PAGE>

      [LOGO]                                                 PAY PROCEEDS LETTER
Fleet Credit Corporation

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

    We hereby  authorize you to pay the following  Payee(s) from the proceeds of
your  financial  accommodations  to us in  respect  of that  certain  True Lease
Schedule No.  32053-00002 dated as of  FEBRUARY 08, 1996, and make disbursements
directly to said Payee(s) as follows:

                                                            Amount of
              PAYEE                                          Payment

OPTICAL COATING LABORATORY, INC.                        $    985,811.03
------------------------------------------             -------------------------
FLEET CREDIT CORPORATION (short fund)                   $     14,188.97
------------------------------------------             -------------------------

------------------------------------------             -------------------------

------------------------------------------             -------------------------

------------------------------------------             -------------------------

------------------------------------------             -------------------------

------------------------------------------             -------------------------

------------------------------------------             -------------------------

------------------------------------------             -------------------------

                 TOTAL:                                     $  1,000,000.00
                                                            --------------------


Dated as of: FEBRUARY 08, 1996

                                      OPTICAL COATING LABORATORY, INC.

                                      By: /s/ John M. Markovich
                                          ------------------------------
                                      Name:   John M. Markovich
                                            ----------------------------
                                      Title:  Vice President Finance and
                                             ---------------------------
                                               Chief Financial Officer

<PAGE>

<TABLE>
<CAPTION>
        This FINANCING  STATEMENT is presented for filing and will remain  effective with certain
exceptions  for a period of five years from the date of filing  pursuant  to section  9403 of the
California Uniform Commercial Code.
------------------------------------------------------------------------------------------------
<C>                                                    <C>                                     
1. DEBTOR  (LAST NAME FIRST--IF AN INDIVIDUAL)         1A.  SOCIAL SECURITY OR  FEDERAL TAX NO.

  OPTICAL COATING LABORATORY. INC.                            08-0164244
------------------------------------------------------------------------------------------------
1B. MAILING ADDRESS                          1C. CITY, STATE              1D. ZIP CODE

  2789 Northpoint Parkway                    Santa Rosa, California            95407
------------------------------------------------------------------------------------------------
2. ADDITIONAL DEBTOR (IF ANY)                          2A.  SOCIAL SECURITY OR FEDERAL TAX NO.
    (LAST NAME FIRST--IF AN INDIVIDUAL)                    

------------------------------------------------------------------------------------------------
2B. MAILING ADDRESS                          2C. CITY, STATE              2D. ZIP CODE

------------------------------------------------------------------------------------------------
3. DEBTOR'S TRADE NAMES OR STYLES (IF ANY)             3A.  FEDERAL TAX NUMBER

================================================================================================
4. SECURED PARTY                                       4A.  SOCIAL SECURITY NO., FEDERAL TAX NO.
                                                            OR BANK TRANSIT AND A.B.A. NO.
     NAME      FLEET CREDIT CORPORATION
     MAILING ADDRESS   50 Kennedy Plaza, 5th Floor
     CITY  Providence     STATE   RI     ZIP CODE  02903
------------------------------------------------------------------------------------------------
5.  ASSIGNEE OF SECURED PARTY (IF ANY)                  5A. SOCIAL SECURITY NO., FEDERAL TAX NO.
                                                            OR BANK TRANSIT AND A.B.A. NO.
     NAME
     MAILING ADDRESS
     CITY
------------------------------------------------------------------------------------------------
6.  This FINANCING STATEMENT covers the following types or items of property (include description
    of real property on which located and owner of record when required by instruction 4).

   (1) Robot  Seaming,  (2) Robot FSM  Seamers  and a  Conveyor  System as set forth on  attached
   Schedule  A,  and  all  additions,  accessions,  modifications,   improvements,  replacements,
   substitutions and accessories  thereto and therefor,  whether now owned or hereafter acquired,
   and the proceeds of any of the foregoing,  including insurance proceeds. Debtor has possession
   of the  equipment  under a True  Lease  only.  Secured  Party has a security  interest  in the
   equipment to the extent necessary to protect its title and interest  therein.  Pursuant to the
   Master  Equipment Lease  Agreement dated December 19, 1995,  Debtor has the option to purchase
   the subject equipment at the end of the lease term.
   Acct#32053-02/jrf
   File: Secretary of State/California                                FIXTURE FILING

------------------------------------------------------------------------------------------------
7. CHECK   [X]      7A. [ ] PRODUCTS OF COLLATERAL     7B. DEBTOR(S) SIGNATURE NOT REQUIRED IN 
   IF APPLICABLE            ARE ALSO COVERED               ACCORDANCE WITH INSTRUCTION 5(a) ITEM:
                                                           [ ](1)    [ ](2)    [ ](3)    [ ](4)
------------------------------------------------------------------------------------------------
8. CHECK   [X]          [ ]  DEBTOR IS A "TRANSMITTING UTILITY"
   IF APPLICABLE             IN ACCORDANCE WITH UCC SS. 9105 (1)(n)
------------------------------------------------------------------------------------------------
9.                                       DATE:      C   10. THIS SPACE FOR USE OF FILING OFFICER
                                                    O       (DATE, TIME, FILE NUMBER
  /s/ John M. Markovich                 2/13/96     D       AND FILING OFFICER)
SIGNATURE(S) OF DEBTOR(S)                           E
-------------------------------------------------- ---
OPTICAL COATING LABORATORY, INC.                    1

TYPE OR PRINT NAME(S) OF DEBTOR(S)                  2
--------------------------------------------------
                                                    3
   /s/ Jeanette R. Fernandes
SIGNATURE(S) OF SECURED PARTY(IES)                  4
--------------------------------------------------
FLEET CREDIT C0RPORATION                            5

TYPE OR PRINT NAME(S) OF SECURED PARTY(IES)         6
==================================================
11. Return copy to:                                 7

NAME                                                8
ADDRESS
CITY                                                9
STATE
ZIP CODE                                            0
==================================================
                FORM UCC.1--
                Approved by the Secretary of State
==================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
        This FINANCING  STATEMENT is presented for filing and will remain  effective with certain
exceptions  for a period of five years from the date of filing  pursuant  to section  9403 of the
California Uniform Commercial Code.
------------------------------------------------------------------------------------------------
<C>                                                    <C>                                     
1. DEBTOR  (LAST NAME FIRST--IF AN INDIVIDUAL)         1A.  SOCIAL SECURITY OR  FEDERAL TAX NO.

  OPTICAL COATING LABORATORY. INC.                            08-0164244
------------------------------------------------------------------------------------------------
1B. MAILING ADDRESS                          1C. CITY, STATE              1D. ZIP CODE

  2789 Northpoint Parkway                    Santa Rosa, California            95407
------------------------------------------------------------------------------------------------
2. ADDITIONAL DEBTOR (IF ANY)                          2A.  SOCIAL SECURITY OR FEDERAL TAX NO.
    (LAST NAME FIRST--IF AN INDIVIDUAL)                    

------------------------------------------------------------------------------------------------
2B. MAILING ADDRESS                          2C. CITY, STATE              2D. ZIP CODE

------------------------------------------------------------------------------------------------
3. DEBTOR'S TRADE NAMES OR STYLES (IF ANY)             3A.  FEDERAL TAX NUMBER

================================================================================================
4. SECURED PARTY                                       4A.  SOCIAL SECURITY NO., FEDERAL TAX NO.
                                                            OR BANK TRANSIT AND A.B.A. NO.
     NAME      FLEET CREDIT CORPORATION
     MAILING ADDRESS   50 Kennedy Plaza, 5th Floor
     CITY  Providence     STATE   RI     ZIP CODE  02903
------------------------------------------------------------------------------------------------
5.  ASSIGNEE OF SECURED PARTY (IF ANY)                  5A. SOCIAL SECURITY NO., FEDERAL TAX NO.
                                                            OR BANK TRANSIT AND A.B.A. NO.
     NAME
     MAILING ADDRESS
     CITY
------------------------------------------------------------------------------------------------
6.  This FINANCING STATEMENT covers the following types or items of property (include description
    of real property on which located and owner of record when required by instruction 4).

   (1) Robot  Seaming,  (2) Robot FSM  Seamers  and a  Conveyor  System as set forth on  attached
   Schedule  A,  and  all  additions,  accessions,  modifications,   improvements,  replacements,
   substitutions and accessories  thereto and therefor,  whether now owned or hereafter acquired,
   and the proceeds of any of the foregoing,  including insurance proceeds. Debtor has possession
   of the  equipment  under a True  Lease  only.  Secured  Party has a security  interest  in the
   equipment to the extent necessary to protect its title and interest  therein.  Pursuant to the
   Master  Equipment Lease  Agreement dated December 19, 1995,  Debtor has the option to purchase
   the subject equipment at the end of the lease term.
   Acct#32053-02/jrf
   File: Secretary of State/California                               
------------------------------------------------------------------------------------------------
7. CHECK   [X]      7A. [ ] PRODUCTS OF COLLATERAL     7B. DEBTOR(S) SIGNATURE NOT REQUIRED IN 
   IF APPLICABLE            ARE ALSO COVERED               ACCORDANCE WITH INSTRUCTION 5(a) ITEM:
                                                           [ ](1)    [ ](2)    [ ](3)    [ ](4)
------------------------------------------------------------------------------------------------
8. CHECK   [X]          [ ]  DEBTOR IS A "TRANSMITTING UTILITY"
   IF APPLICABLE             IN ACCORDANCE WITH UCC SS. 9105 (1)(n)
------------------------------------------------------------------------------------------------
9.                                       DATE:      C   10. THIS SPACE FOR USE OF FILING OFFICER
                                                    O       (DATE, TIME, FILE NUMBER
  /s/ John M. Markovich                 2/13/96     D       AND FILING OFFICER)
SIGNATURE(S) OF DEBTOR(S)                           E
-------------------------------------------------- ---
OPTICAL COATING LABORATORY, INC.                    1

TYPE OR PRINT NAME(S) OF DEBTOR(S)                  2
--------------------------------------------------
                                                    3
   /s/ Jeanette R. Fernandes
SIGNATURE(S) OF SECURED PARTY(IES)                  4
--------------------------------------------------
FLEET CREDIT C0RPORATION                            5

TYPE OR PRINT NAME(S) OF SECURED PARTY(IES)         6
==================================================
11. Return copy to:                                 7

NAME                                                8
ADDRESS
CITY                                                9
STATE
ZIP CODE                                            0
==================================================
                FORM UCC.1--
                Approved by the Secretary of State
==================================================
</TABLE>
<PAGE>


FLEET CREDIT CORPORATION

                                                           PURCHASE OPTION RIDER

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

         This Purchase Option Rider (the "Rider") is attached to and made a part
of that certain Lease Schedule No.  32053-02,  dated as of February 8, 1996 (the
"Lease Schedule"), by and between the undersigned parties.

          1.  Purchase  Option.  If no Event of Default  (or event or  condition
which,  with the passage of time or giving of notice, or both, would become such
an Event of Default) shall have occurred and be continuing,  and the Lease shall
not have been earlier terminated,  Lessee shall have the option to purchase (the
"Purchase  Option")  all,  but  not  less  than  all,  of the  Equipment  at the
expiration  of the Lease Term for an amount,  payable in  immediately  available
funds on the last day of the Lease Term, equal to: (a) all Rental Payments, late
charges and other  amounts  due and owing  under the Lease;  plus (b) all taxes,
assessments  and other charges due or payable in connection with the sale of the
Equipment to Lessee; plus, (c) the Purchase Option Price (hereinafter  defined).
If Lessee elects to exercise its option under the terms of this Rider,  it shall
automatically  be deemed that Lessee has exercised the purchase option under and
pursuant to the terms of that certain  Purchase  Option Rider to Lease  Schedule
No. 32053-01 dated December 19, 1995.

          Provided  that Lessor  shall have  received  (a) all  amounts  payable
hereunder and (b) all amounts payable under the Purchase Option Rider applicable
to Lease  Schedule No  32053-01  on the last day of the Lease Term,  and that no
Event of Default  then exists and is  continuing  under the Lease,  Lessor shall
convey all of its right, title and interest in and to the Equipment to Lessee on
the  last  day of the  Lease  Term,  on an  "AS-IS",  "WHERE-IS"  BASIS  WITHOUT
REPRESENTATION OR WARRANTY,  EXPRESS OR IMPLIED, and without recourse to Lessor,
except  that the  Equipment  shall be free and  clear of all  liens  created  by
Lessor.  If Lessee  intends to exercise the Purchase  Option,  Lessee shall give
irrevocable  written  notice to Lessor (the  "Option  Notice") not more than 240
days,  nor less than 180 days,  prior to the  expiration  of the Lease Term.  If
Lessee fails to give such  written  notice to Lessor,  it shall be  conclusively
presumed that Lessee has elected not to exercise the Purchase Option.

         If, for any  reason,  Lessee does not  exercise  the  Purchase  Option,
Lessee shall, on the last day of the Lease Term,  return all of the Equipment to
Lessor  pursuant to and in the condition  required by the terms of the Lease and
pay to Lessor a return fee equal to 3% of the Acquisition Cost of the Equipment.

         2.  Purchase  Option  Price.  If Lessee  has  elected to  exercise  the
Purchase Option, then the "Purchase Option Price" shall be the Fair Market Value
(hereinafter  defined) of the Equipment,  provided,  however,  that the Purchase
Option Price shall not exceed 30% of the Acquisition  Cost of the Equipment.  As
soon as practicable  following Lessor's receipt of the Option Notice, Lessor and
Lessee  shall agree on the Fair Market  Value of the  Equipment as of the end of
the Lease  Term.  "Fair  Market  Value"  of the  Equipment  shall be the  amount
determined  on the basis of, and equal in value to, the  amount  which  would be
obtained  in  an  arm's-length  transaction  between  an  informed  and  willing
buyer-user (other than a buyer-user  currently in possession or a used equipment
or scrap dealer) and an informed and willing seller,  under no compulsion to buy
or sell,  and in such  determination,  costs of  removal  from the  location  of
current  use shall not be a deduction  from such value,  and it shall be assumed
(whether or not the same be true) that the  Equipment  has been  maintained  and
would have been returned to Lessor in compliance  with the  requirements  of the
Lease.

<PAGE>

         If Lessor and Lessee fail to agree upon Fair Market  Value on or before
one hundred  sixty (160) days prior to the  expiration  of the Lease Term,  then
such value  shall be  determined  by the  Appraisal  Procedure  (as set forth in
Section 3 below), at Lessee's sole cost and expense.

          3. Appraisal Procedure. On the earlier of 160 days prior to the end of
the Lease Term or the date on which either party hereto shall have given written
notice to the other  requesting  determination  of the Fair Market  Value of the
Equipment by this Appraisal  Procedure  (the  "Appraisal  Notice"),  the parties
shall consult for the purpose of appointing a qualified independent appraiser by
mutual agreement.  If no such appraiser is so appointed within ten (10) business
days  after  the  Appraisal  Notice  is  given,  each  party  shall  appoint  an
independent  appraiser and the two appraisers  shall attempt to jointly agree on
the Fair Market Value of the Equipment.  If the two appraisers  cannot so agree,
then  the  two  appraisers  so  appointed  shall  appoint  a  third  independent
appraiser.  If the two  appraisers  have been unable to agree on the Fair Market
Value and on a third  appraiser  within thirty (30) days after the date of their
appointment,  Lessor  may apply to the  American  Society of  Appraisers  or the
American  Arbitration  Association  to make such  appointment,  and both parties
shall be bound by any such  appointment.  Any appraiser or appraisers  appointed
pursuant to this Appraisal Procedure shall be bound to determine the Fair Market
Value of the  Equipment  within  thirty (30) days after the  appointment  of the
final  appraiser to be employed  pursuant to this  Appraisal  Procedure.  If the
parties shall have appointed a single  appraiser,  his or her  determination  of
value shall be final, binding and conclusive on the parties. If the parties have
appointed two appraisers, then their jointly agreed determination of value shall
be final,  binding and conclusive on the parties.  If three  appraisers shall be
appointed,  the values determined by the three appraisers shall be averaged, the
appraisal  having a value  furthest  from the average shall be discarded and the
remaining  two  appraised  values  shall be  averaged,  and the  average  of the
remaining two  appraised  values shall be final,  binding and  conclusive on the
parties.

         All capitalized terms used herein and not defined herein shall have the
meanings set forth or referred to in the Lease Schedule.  Except as specifically
set forth herein,  all of the terms and  conditions of the Lease shall remain in
full force and effect and are hereby  ratified and affirmed.  To the extent that
the  provisions  of this Rider  conflict  with any  provisions  contained in the
Lease, the provisions of this Rider shall control.

Dated as of: February 8, 1996


FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>


FLEET CREDIT CORPORATION

                                                           PURCHASE OPTION RIDER

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

         This Purchase Option Rider (the "Rider") is attached to and made a part
of that certain Lease Schedule No. 32053-01,  dated as of December 19, 1995 (the
"Lease Schedule"), by and between the undersigned parties.

          1.  Purchase  Option.  If no Event of Default  (or event or  condition
which,  with the passage of time or giving of notice, or both, would become such
an Event of Default) shall have occurred and be continuing,  and the Lease shall
not have been earlier terminated,  Lessee shall have the option to purchase (the
"Purchase  Option")  all,  but  not  less  than  all,  of the  Equipment  at the
expiration  of the Lease Term for an amount,  payable in  immediately  available
funds on the last day of the Lease Term, equal to: (a) all Rental Payments, late
charges and other  amounts  due and owing  under the Lease;  plus (b) all taxes,
assessments  and other charges due or payable in connection with the sale of the
Equipment to Lessee;  plus ( ) the Purchase Option Price (hereinafter  defined).
If Lessee elects to exercise its option under the terms of this Rider,  it shall
automatically  be deemed that Lessee has exercised the purchase option under and
pursuant to the terms of that certain  Purchase  Option Rider to Lease  Schedule
No. 32053-02 dated February 8, 1995.

         Provided  that  Lessor  shall have  received  (a) all  amounts  payable
hereunder and (b) all amounts payable under the Purchase Option Rider applicable
to Lease  Schedule No  32053-02  on the last day of the Lease Term,  and that no
Event of Default  then exists and is  continuing  under the Lease,  Lessor shall
convey all of its right, title and interest in and to the Equipment to Lessee on
the  last  day of the  Lease  Term,  on an  "AS-IS",  "WHERE-IS"  BASIS  WITHOUT
REPRESENTATION OR WARRANTY,  EXPRESS OR IMPLIED, and without recourse to Lessor,
except  that the  Equipment  shall be free and  clear of all  liens  created  by
Lessor.  If Lessee  intends to exercise the Purchase  Option,  Lessee shall give
irrevocable  written  notice to Lessor (the  "Option  Notice") not more than 240
days,  nor less than 180 days,  prior to the  expiration  of the Lease Term.  If
Lessee fails to give such  written  notice to Lessor,  it shall be  conclusively
presumed that Lessee has elected not to exercise the Purchase Option.

         If, for any  reason,  Lessee does not  exercise  the  Purchase  Option,
Lessee shall, on the last day of the Lease Term,  return all of the Equipment to
Lessor  pursuant to and in the condition  required by the terms of the Lease and
pay to Lessor a return fee equal to 3% of the Acquisition Cost of the Equipment.

         2.  Purchase  Option  Price.  if Lessee  has  elected to  exercise  the
Purchase Option, then the "Purchase Option Price" shall be the Fair Market Value
(hereinafter  defined) of the Equipment,  provided,  however,  that the Purchase
Option Price shall not exceed 30% of the Acquisition  Cost of the Equipment.  As
soon as practicable  following Lessor's receipt of the Option Notice, Lessor and
Lessee  shall agree on the Fair Market  Value of the  Equipment as of the end of
the Lease  Term.  "Fair  Market  Value"  of the  Equipment  shall be the  amount
determined  on the basis of, and equal in value to, the  amount  which  would be
obtained  in  an  arm's-length  transaction  between  an  informed  and  willing
buyer-user (other than a buyer-user  currently in possession or a used equipment
or scrap dealer) and an informed and willing seller,  under no compulsion to buy
or sell,  and in such  determination,  costs of  removal  from the  location  of
current  use shall not be a deduction  from such value,  and it shall be assumed
(whether or not the same be true) that the  Equipment  has been  maintained  and
would have been returned to Lessor in compliance  with the  requirements  of the
Lease.

<PAGE>

         If Lessor and Lessee fail to agree upon Fair Market  Value on or before
one hundred  sixty (160) days prior to the  expiration  of the Lease Term,  then
such value  shall be  determined  by the  Appraisal  Procedure  (as set forth in
Section 3 below), at Lessee's sole cost and expense.

         3. Appraisal  Procedure. On the earlier of 160 days prior to the end of
the Lease Term or the date on which either party hereto shall have given written
notice to the other  requesting  determination  of the Fair Market  Value of the
Equipment by this Appraisal  Procedure  (the  "Appraisal  Notice"),  the parties
shall consult for the purpose of appointing a qualified independent appraiser by
mutual agreement.  If no such appraiser is so appointed within ten (10) business
days  after  the  Appraisal  Notice  is  given,  each  party  shall  appoint  an
independent  appraiser and the two appraisers  shall attempt to jointly agree on
the Fair Market Value of the Equipment.  If the two appraisers  cannot so agree,
then  the  two  appraisers  so  appointed  shall  appoint  a  third  independent
appraiser.  If the two  appraisers  have been unable to agree on the Fair Market
Value and on a third  appraiser  within thirty (30) days after the date of their
appointment,  Lessor  may apply to the  American  Society of  Appraisers  or the
American  Arbitration  Association  to make such  appointment,  and both parties
shall be bound by any such  appointment.  Any appraiser or appraisers  appointed
pursuant to this Appraisal Procedure shall be bound to determine the Fair Market
Value of the  Equipment  within  thirty (30) days after the  appointment  of the
final  appraiser to be employed  pursuant to this  Appraisal  Procedure.  If the
parties shall have appointed a single  appraiser,  his or her  determination  of
value shall be final, binding and conclusive on the parties. If the parties have
appointed two appraisers, then their jointly agreed determination of value shall
be final,  binding and conclusive on the parties.  If three  appraisers shall be
appointed,  the values determined by the three appraisers shall be averaged, the
appraisal  having a value  furthest  from the average shall be discarded and the
remaining  two  appraised  values  shall be  averaged,  and the  average  of the
remaining two  appraised  values shall be final,  binding and  conclusive on the
parties.

         All capitalized terms used herein and not defined herein shall have the
meanings set forth or referred to in the Lease Schedule.  Except as specifically
set forth herein,  all of the terms and  conditions of the Lease shall remain in
full force and effect and are hereby  ratified and affirmed.  To the extent that
the  provisions  of this Rider  conflict  with any  provisions  contained in the
Lease, the provisions of this Rider shall control.

Dated as of: December 19, 1995


FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>

FLEET CREDIT CORPORATION
                                   SCHEDULE A

Attached to and made part of the following: Bill of Sale

with OPTICAL COATING LABORATORY, INC.

--------------------------------------------------------------------------------
QTY       LOCATION, VENDOR, DESCRIPTION           MODEL NO.      SERIAL NO.
--------------------------------------------------------------------------------
DEPRECIABLE TAX LIFE IS 7 YEARS.

LOCATION (01)

1         ROBOT SEAMING                           __________     _______________
2         ROBOT FSM SEAMERS                       __________     _______________
                                                  __________     _______________
1         CONVEYOR SYSTEM                         __________     _______________

AS MORE FULLY DESCRIBED ON THE FOLLOWING INVOICES:

INVOICE #         INVOICE DATE          VENDOR
---------         ------------          ------
1-10317           7/27/94               SONOMA PRECISION MFG. CO.
9243              7/20/95               SEBASTOPOL BEARING & HYDRAULIC CO., INC.
053230            8/10/94               BILLCO MANUFACTURING, INC.
4072250           7/22/94               AIRSLED, INC.
00132784          7/19/94               DORNER MFG CORP
4325              7/26/94               BUSH MACHINE INC.
17418             9/20/94               MOTOMAN, INC.
15607             4/29/94               MOTOMAN, INC.

WITH ALL STANDARD AND ACCESSORY EQUIPMENT





FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

BY: /s/ Lisa D. Wardle                       BY: /s/ John M. Markovich
    ------------------------------               ------------------------------
NAME:   LISA D. WARDLE                       NAME:   John M. Markovich
      ----------------------------                 ----------------------------
TITLE:  Assistant Vice President             TITLE:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>


FLEET CREDIT CORPORATION
                                  SCHEDULE A-1

Attached to and made part of the following: Bill of Sale

with OPTICAL COATING LABORATORY, INC.

EQUIPMENT IS CURRENTLY LOCATED:

LOCATION (01)

2789 NORTH POINT PARKWAY 
SANTA ROSA, CA 95407













FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

BY: /s/ Lisa D. Wardle                       BY: /s/ John M. Markovich
    ------------------------------               ------------------------------
NAME:   LISA D. WARDLE                       NAME:   John M. Markovich
      ----------------------------                 ----------------------------
TITLE:  Assistant Vice President             TITLE:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>

FLEET CREDIT CORPORATION
                                                     EARLY PURCHASE OPTION RIDER
                                                           (single option)

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

           This Early  Purchase  Option  Rider (the  "Rider") is attached to and
made a part of that certain Lease Schedule No. 32053-02, dated as of February 8,
1996 (the "Lease Schedule"), by and between the undersigned parties.

            So long as no Event of Default has occurred and is continuing  under
the Lease,  and upon at least 90 days  prior  written  notice to Lessor,  Lessee
shall have the right to  terminate  the Lease Term for all but not less than all
of the Equipment on the Rental  Payment Date for Rental  Payment  Number 59 (the
"Termination  Date").  Lessee  shall pay to Lessor  on the  Termination  Date an
amount equal to: (a) all Rental Payments, late charges and other amounts due and
owing under the Lease; plus (b) all taxes,  assessments and other charges due or
payable in connection with the sale of the Equipment to Lessee; plus, (c) 43% of
the Acquisition  Cost of the Equipment.  If Lessee elects to exercise its option
under the terms of this Rider, it shall  automatically be deemed that Lessee has
exercised  its  purchase  option  under and  pursuant  to the terms of the Early
Purchase  Option Rider dated December 19, 1995 under that certain Lease Schedule
No. 32053-01 dated December 19, 1995.

            Provided  that Lessor shall have  received  (a) all amounts  payable
hereunder  and (b) all amounts  payable  under the Early  Purchase  Option Rider
applicable to Lease Schedule No. 32053-01 on the  Termination  Date, and that no
Event of Default  then exists and is  continuing  under the Lease,  Lessor shall
convey all of  its  right,  title and interest in and to the Equipment to Lessee
on the Termination Date, on an "AS-IS",  "WHERE-IS" BASIS WITHOUT REPRESENTATION
OR WARRANTY, EXPRESS OR IMPLIED, and without recourse to Lessor, except that the
Equipment shall be free and clear of all liens created by Lessor.

      In the  event  Lessee  shall  not pay all  amounts  due  hereunder  on the
Termination  Date,  then the Lease Term for the Equipment shall continue in full
force and effect,  and this Rider shall be null and void and of no further force
and effect.

           All  capitalized  terms used herein and not defined herein shall have
the  meanings  set  forth  or  referred  to in the  Lease  Schedule.  Except  as
specifically  set forth  herein,  all of the terms and  conditions  of the Lease
shall remain in full force and effect and are hereby  ratified and affirmed.  To
the extent that the  provisions  of  this  Rider  conflict  with any  provisions
contained in the Lease, the provisions of this Rider shall control.

Dated as of: February 8, 1996

FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>

                                                  STIPULATED LOSS VALUE SCHEDULE
[LOGO]
Fleet Credit Corporation

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

           This Stipulated  Loss Value Schedule (the  "Schedule") is attached to
and made a part of that  certain  Lease  Schedule No.  32053-00002,  dated as of
FEBRUARY  08,  1996 (the  "Lease  Schedule"),  by and  between  the  undersigned
parties.

           The  following  Stipulated  Loss  Values  shall be used to  calculate
damages or loss as provided in the Master Lease.  The Stipulated Loss Value with
respect to any item of  Equipment  on any Rental  Payment  Date during the Lease
Term shall be an amount  equal to the sum of: (a) all Rental  Payments and other
amounts then due and owing to Lessor under the Lease,  together with all accrued
interest and late charges thereon,  calculated through and including the date of
payment;  plus (b) the  product of the  Acquisition  Cost of the such  Equipment
multiplied by the  percentage as of such Rental Payment Date as set forth on the
reverse side hereof.

           All  capitalized  terms used herein and not defined herein shall have
the  meanings  set  forth  or  referred  to in the  Lease  Schedule.  Except  as
specifically  set forth  herein,  all of the terms and  conditions  of the Lease
shall remain in full force and effect and are hereby ratified and affirmed.

Dated as of: FEBRUARY 08, 1996

FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By:                                          By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:                                        Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:                                       Title:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>

<TABLE>
<CAPTION>
Rental Payment Date for       Percentage of      Rental Payment Date for     Percentage of
Rental Payment Number       Acquisition Cost      Rental Payment Number     Acquisition Cost
-----------------------     ----------------     ----------------------     ----------------

          <S>                  <C>                       <C>                  <C> 
          1                    103.68110252              37                   77.00940904
          2                    103.08445807              38                   75.83859334
          3                    102.48143380              39                   74.65809606
          4                    101.87257133              40                   73.46891506
          5                    101.25759862              41                   72.27367045
          6                    100.63672963              42                   71.06967042
          7                    100.00970627              43                   69.85955233
          8                     99.37617349              44                   68.63958497
          9                     98.75665420              45                   67.41074200
          10                    98.09091201              46                   66.17568968
          11                    97.43858054              47                   64.93068171
          12                    96.78017115              48                   63.67667640

          13                    96.11546948              49                   62.41636928
          14                    95.44409762              50                   61.14599876
          15                    94.76602712              51                   59.86552190
          16                    94.08051541              52                   58.57630769
          17                    93.38242052              53                   57.28282470
          18                    92.67678668              54                   55.98054114
          19                    91.95849572              55                   54.67394077
          20                    91.2T530593              56                   53.35707949
          21                    90.50044587              57                   52.03130398
          22                    89.75482845              58                   50.70112535
          23                    89.00219561              59                   49.36058520
          24                    88.24175908              60                   48.01101570

          25                    87.46846386              61                   46.65695567
          26                    86.68803514              62                   45.29243222
          27                    85.90044249              63                   43.91740073
          28                    85.10575923              64                   42.53498712
          29                    84.30250730              65                   41.15703793
          30                    83.49208863              66                   39.77169242
          31                    82.67304347              67                   38.39080057
          32                    81.84666960              68                   36.99933084
          33                    81.01301660              69                   35.60039907
          34                    80.17065173              70                   34.20587103
          35                    79.32085867              71                   32.80070692
          36                    78.17058428              71                   30.00000000
</TABLE>




<PAGE>

FLEET CREDIT CORPORATION
                                  SCHEDULE A-1

Attached to and made part of the following: True Lease Schedule No. 32053-02, 
Acceptance Certificate

with     OPTICAL COATING LABORATORY, INC.


EQUIPMENT IS CURRENTLY LOCATED:

LOCATION (01)

2789 NORTH POINT PARKWAY 
SANTA ROSA, CA 95407













FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By:                                          BY: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:                                        NAME:   John M. Markovich
      ----------------------------                 ----------------------------
Title:                                       TITLE:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>


[LOGO]                                                    ACCEPTANCE CERTIFICATE
Fleet Credit Corporation
50 Kennedy Plaza
Providence, Rhode Island 02903-2305

     This Acceptance  Certificate is attached to and made a part of that certain
Lease  Schedule  No.  32053 - 00002,  dated as of FEBRUARY  08, 1996 (the "Lease
Schedule"),  by and between the undersigned  parties. All capitalized terms used
herein and not defined  herein  shall have the meanings set forth or referred to
in the Lease  Schedule.  To the  extent  the terms set forth in this  Acceptance
Certificate differ or conflict with any of the terms set forth in the Lease, the
terms set forth in this Acceptance Certificate shall control.

     1. Lessee  acknowledges and agrees that each item of Equipment set forth on
Schedule A hereto  (collectively,  the  "Equipment")  is hereby  unconditionally
accepted by Lessee for all purposes  under the Lease at the locations  specified
in  Schedule  A-1 hereto,  and hereby  agrees to  faithfully  perform all of its
obligations  under  the Lease as of the date  hereof  (the  "Acceptance  Date").
Lessee hereby  authorizes  and directs  Lessor to make payment to each vendor of
the Equipment pursuant to such vendor's invoice or any purchase order,  purchase
agreement or supply contract with such vendor, receipt and approval of which are
hereby reaffirmed by Lessee.

     2. By its execution  and delivery of this  Acceptance  Certificate,  Lessee
hereby reaffirms all of the representations,  warranties and covenants contained
in the Lease as of the date  hereof,  and  further  represents  and  warrants to
Lessor that no Event of Default,  and no event or condition which with notice or
the passage of time or both would  constitute an Event of Default,  has occurred
and is continuing as of the date hereof. Lessee further certifies to Lessor that
Lessee has  selected  the  Equipment  and has received and approved the purchase
order,  purchase  agreement or supply contract under which the Equipment will be
acquired for all purposes of the Lease.

     3. Lessee hereby  represents  and warrants that: (a) the Equipment has been
delivered  and is in an operating  condition  and  performing  the operation for
which it is intended to the satisfaction of the Lessee;  and (b) if requested by
Lessor,  the  Equipment  has been  marked or  labeled  evidencing  the  Lessor's
interest therein.

     4. The LEASE TERM COMMENCEMENT DATE is the 20th day of January, 1996.

     5. The RENTAL PAYMENT COMMENCEMENT DATE is the 20th day of January, 1996.

     6. All terms and  provisions  of the Lease  Schedule  shall  remain in full
force and effect, except as otherwise provided below:

       - ACQUISITION COST: $______________________.

       - LEASE TERM: ______________________ months.

       - RENTAL PAYMENTS: Number of Rental Payments        Rental Payment Amount


       - ADVANCE RENTAL PAYMENT(S): First______________ and last ______________.

       - SECURITY DEPOSIT: ______________________ %.

Dated: 2/15/96

Agreed and Accepted:


FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By:                                          By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:                                        Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:                                       Title:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>

FLEET CREDIT CORPORATION
                                   SCHEDULE A

Attached to and made part of the following: True Lease Schedule No. 32053-02,
Acceptance Certificate, UCC Financing Statement(s)

with OPTICAL COATING LABORATORY, INC.

--------------------------------------------------------------------------------
QTY       LOCATION, VENDOR, DESCRIPTION           MODEL NO.      SERIAL NO.
--------------------------------------------------------------------------------
DEPRECIABLE TAX LIFE IS 7 YEARS.

LOCATION (01)

1         ROBOT SEAMING                           __________     _______________
2         ROBOT FSM SEAMERS                       __________     _______________
                                                  __________     _______________
1         CONVEYOR SYSTEM                         __________     _______________

AS MORE FULLY DESCRIBED ON THE FOLLOWING INVOICES:

INVOICE #         INVOICE DATE          VENDOR
---------         ------------          ------
1-10317           7/27/94               SONOMA PRECISION MFG. CO.
9243              7/20/95               SEBASTOPOL BEARING & HYDRAULIC CO., INC.
053230            8/10/94               BILLCO MANUFACTURING, INC.
4072250           7/22/94               AIRSLED, INC.
00132784          7/19/94               DORNER MFG CORP
4325              7/26/94               BUSH MACHINE INC.
17418             9/20/94               MOTOMAN, INC.
15607             4/29/94               MOTOMAN, INC.

WITH ALL STANDARD AND ACCESSORY EQUIPMENT





FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By:                                          BY: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:                                        NAME:   John M. Markovich
      ----------------------------                 ----------------------------
Title:                                       TITLE:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>


           4.  EQUIPMENT  LOCATION(S).  The  Equipment  will be  located  at the
location(s) specified in Schedule A-1 hereto.

           5.  Lessor will  invoice  Lessee for all sales,  use and/or  personal
property taxes as and when due and payable in accordance  with  applicable  law,
unless Lessee delivers to Lessor a valid exemption  certificate  with respect to
such   taxes.   Delivery  of  such   certificate   shall   constitute   Lessee's
representation and warranty that no such taxes shall become due and payable with
respect to the Equipment,  and Lessee shall  indemnify and hold harmless  Lessor
from and against any and all  liability or damages,  including  late charges and
interest which Lessor may incur by reason of the assessment of such taxes.

           6. The  Rental  Payments  may  change for  Equipment  accepted  after
FEBRUARY 24, 1996.




Dated as of: FEBRUARY 08, 1996


FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By:                                          By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:                                        Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:                                       Title:  Vice President Finance and
       ---------------------------                  ---------------------------
                                                     Chief Financial Officer

<PAGE>

[LOGO]
Fleet Credit Corporation

January 22, 1996

Mr. Jeff Ryan, Assistant Treasurer
OPTICAL COATING LABORATORY, INC.
2789 North Point Parkway
Santa Rosa, CA 95407

RE: Optical Coating Laboratory, Inc. 32053-01

Dear Mr. Ryan:

        I would  like to take this  opportunity  to thank you for  working  with
Fleet Credit Corporation on your recent financing requirements.

         Enclosed,  for your files, are copies of the executed documents for the
above  referenced  transaction.  The invoices will be mailed to the above listed
address.  If invoices should be mailed to another address or another  individual
within your  organization,  please  contact our Customer  Service  Department at
(800) 238-3737.

        Again, thank you for your business. Please feel free to call me at (401)
278-6359  should you have any questions or if I can be of any further service to
you.

                                        Very truly yours,

                                        /s/ Vanessa Wilson/kew

                                        Vanessa Wilson
                                        Contract Administrator I

/kew
enclosures

Fleet Credit Corporation 5th Floor, 50 Kennedy Plaza,  Providence,  RI02903-2305
401-278-5593 
A Member of Fleet Financial Group, Inc.




<PAGE>


FLEET CREDIT CORPORATION              MASTER EQUIPMENT LEASE AGREEMENT No. 32053

LESSOR: FLEET CREDIT CORPORATION        LESSEE: OPTICAL COATING LABORATORY, INC.
        a Rhode Island corporation               a Delaware corporation

Address: 50 Kennedy Plaza                      Address: 2789 North Point Parkway
         Providence, Rhode Island 02903-2305            Santa Rosa, CA 95407

1. LEASE OF EQUIPMENT
    Subject to the terms and  conditions  set forth herein (the "Master  Lease")
and in any Lease Schedule  incorporating the terms of this Master Lease (each, a
"Lease Schedule"),  Lessor agrees to lease to Lessee, and Lessee agrees to lease
from  Lessor,  the items and units of personal  property  described in each such
Lease Schedule,  together with all replacements,  parts, additions,  accessories
and substitutions therefor (collectively,  the "Equipment"). Each Lease Schedule
shall  constitute a separate,  distinct and  independent  lease of Equipment and
contractual  obligation of Lessee.  References  to "the Lease",  "this Lease" or
"any Lease" shall mean and refer to any Lease  Schedule which  incorporates  the
terms of this Master  Lease,  together with all  exhibits,  addenda,  schedules,
certificates,  riders and other documents and instruments executed and delivered
in connection with such Lease Schedule or this Master Lease, all as the same may
be amended or modified  from time to time.  The Equipment is to be delivered and
installed  at the  location  specified  or referred to in the  applicable  Lease
Schedule.  The Equipment shall be deemed to have been accepted by Lessee for all
purposes  under this Lease upon Lessor's  receipt of an  Acceptance  Certificate
with respect to such  Equipment,  executed by Lessee after  receipt of all other
documentation  required by Lessor with respect to such  Equipment.  Lessor shall
not be liable or  responsible  for any  failure or delay in the  delivery of the
Equipment  to Lessee for whatever  reason.  As used in the Lease with respect to
any item of Equipment, the terms "Acceptance Date",  "Acquisition Cost", "Rental
Payment(s)", "Rental Payment Date(s)", "Rental Payment Numbers", "Rental Payment
Commencement  Date",  "Lease Term" and "Lease Term Commencement Date" shall have
the  meanings  and  values  assigned  to  them  in the  Lease  Schedule  and the
Acceptance Certificate applicable to such Equipment.

2. TERM AND RENT
    The  Lease  Term for each item of  Equipment  shall be as  specified  in the
applicable Lease Schedule.  Rental Payments shall be in the amounts and shall be
due and payable as set forth in the applicable Lease Schedule.  Lessee shall, in
addition,  pay  interim  rent to Lessor on a pro-rata,  per-diem  basis from the
Acceptance Date to the Lease Term  Commencement Date set forth in the applicable
Acceptance  Certificate,  payable on such Lease Term  Commencement  Date. If any
rent or other amount payable  hereunder  shall not be paid within 10 days of the
date when due, Lessee shall pay as an  administrative  and late charge an amount
equal to 5% of the amount of any such overdue payment. In addition, Lessee shall
pay overdue  interest on any  delinquent  payment or other amounts due under the
Lease (by reason of  acceleration  or otherwise) from 30 days after the due date
until paid at the rate of 1 1/2% per month or the maximum  amount  permitted  by
applicable law,  whichever is lower.  All payments to be made to Lessor shall be
made to Lessor in immediately  available funds at the address shown above, or at
such other place as Lessor shall specify in writing.  THIS IS A  NON-CANCELABLE,
NON-TERMINABLE  LEASE OF EQUIPMENT  FOR THE ENTIRE  LEASE TERM  PROVIDED IN EACH
LEASE SCHEDULE HERETO.

3. POSSESSION; PERSONAL PROPERTY
    No right, title or interest in the Equipment shall pass to Lessee other than
the right to maintain  possession  and use of the  Equipment  for the Lease Term
(provided no Event of Default has occurred) free from interference by any person
claiming by,  through,  or under  Lessor.  The  Equipment  shall  always  remain
personal  property even though the Equipment  may hereafter  become  attached or
affixed to real  property.  Lessee agrees to give and record such notices and to
take such other  action at its own  expense as may be  necessary  to prevent any
third party  (other than an assignee  of Lessor)  from  acquiring  or having the
right under any  circumstances  to acquire any interest in the Equipment or this
Lease.

4. DISCLAIMER OF WARRANTIES
    LESSOR IS NOT THE  MANUFACTURER OR SUPPLIER OF THE EQUIPMENT,  NOR THE AGENT
THEREOF, AND MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO ANY
MATTER  WHATSOEVER,  INCLUDING WITHOUT  LIMITATION,  THE  MERCHANTABILITY OF THE
EQUIPMENT,  ITS FITNESS FOR A PARTICULAR PURPOSE,  ITS DESIGN OR CONDITION,  ITS
CAPACITY OR  DURABILITY,  THE  QUALITY OF THE  MATERIAL  OR  WORKMANSHIP  IN THE
MANUFACTURE OR ASSEMBLY OF THE EQUIPMENT,  OR THE CONFORMITY OF THE EQUIPMENT TO
THE PROVISIONS AND  SPECIFICATIONS  OF ANY PURCHASE ORDER RELATING  THERETO,  OR
PATENT INFRINGEMENTS,  AND LESSOR HEREBY DISCLAIMS ANY SUCH WARRANTY.  LESSOR IS
NOT RESPONSIBLE FOR ANY REPAIRS OR SERVICE TO THE EQUIPMENT,  DEFECTS THEREIN OR
FAILURES IN THE OPERATION THEREOF. Lessee has made the selection of each item of
Equipment and the manufacturer and/or supplier thereof based on its own judgment
and expressly disclaims any reliance upon any statements or representations made
by Lessor. For so long as no Event of Default (or event or condition which, with
the passage of time or giving of notice,  or both, would become such an Event of
Default) has occurred and is continuing, Lessee shall be the beneficiary of, and
shall be entitled to, all rights under any applicable manufacturer's or vendor's
warranties with respect to the Equipment, to the extent permitted by law.

    If the  Equipment  is not  delivered,  is not properly  installed,  does not
operate as warranted,  becomes  obsolete,  or is  unsatisfactory  for any reason
whatsoever,  Lessee shall make all claims on account  thereof solely against the
manufacturer or supplier and not against Lessor,  and Lessee shall  nevertheless
pay all rentals  and other sums  payable  hereunder.  Lessee  acknowledges  that
neither  the   manufacturer  or  supplier  of  the  Equipment,   nor  any  sales
representative  or agent  thereof,  is an agent of Lessor,  and no  agreement or
representation  as to the  Equipment  or any  other  matter  by any  such  sales
representative  or agent of the manufacturer or supplier shall in any way affect
Lessee's obligations hereunder.

5.   REPRESENTATIONS, WARRANTIES AND COVENANTS
     Lessee represents and warrants to and covenants with Lessor that:

    (a) Lessee has the form of business organization indicated above and is duly
organized  and existing in good  standing  under the laws of the state listed in
the caption of this Master Lease and is duly  qualified to do business  wherever
necessary  to  carry  on its  present  business  and  operations  and to own its
property; (b) this Lease has been duly authorized by all necessary action on the
part of Lessee  consistent with its form of  organization,  does not require any
further  shareholder or partner  approval,  does not require the approval of, or
the  giving  notice  to,  any  federal,  state,  local or  foreign  governmental
authority and does not  contravene  any law binding on Lessee or contravene  any
certificate or articles of incorporation  or by-laws or partnership  certificate
or agreement,  or any agreement,  indenture, or other instrument to which Lessee
is a party or by which it may be bound;  (c) this  Lease has been duly  executed
and  delivered by  authorized  officers or partners of Lessee and  constitutes a
legal, valid and binding obligation of Lessee enforceable in accordance with its
terms; (d) Lessee has not and will not, directly or indirectly, create, incur or
permit to exist any lien, encumbrance,  mortgage, pledge, attachment or security
interest on or with  respect to the  Equipment  or this Lease  (except  those of
persons  claiming by, through or under  Lessor);  (e) the Equipment will be used
solely in the conduct of Lessee's business and will remain in the location shown
on the applicable  Lease Schedule unless Lessor  otherwise agrees in writing and
Lessee has completed all notifications, filings, recordings and other actions in
such new location as Lessor may reasonably  request to protect Lessor's interest
in the Equipment;  (f) there are no pending or threatened actions or proceedings
before any  court or  administrative  agency which  materially  adversely affect
Lessee's financial condition or operations,  and all credit, financial and other
information  provided  by  Lessee  or at  Lessee's  direction  is,  and all such
information  hereafter  furnished  will be,  true,  correct and  complete in all
material  respects;  (g) Lessor has not selected,  manufactured  or supplied the
Equipment to Lessee and has  acquired any  Equipment  subject  hereto  solely in
connection with this Lease and Lessee has received and approved the terms of any
purchase order or agreement with respect to the Equipment; (h) Lessee shall not,
as of the end of each of Lessee's  fiscal  quarters,  permit,  on a consolidated
basis, its Tangible Net Worth (hereinafter  defined) to be less than $40,000,000
plus 50% of the consolidated net income,  after income taxes (but without giving
effect to any net losses) earned in any quarterly  accounting  period commencing
after October 31, 1994; (i) Lessee shall not permit,  on a  consolidated  basis,
the ratio of its current assets to current  liabilities to be less than 1.0:1.0;
(j) Lessee  will  furnish to  Lessor,  within 45 days of the end of each  fiscal
quarter  of  Lessee,  a  Compliance  Certificate,  substantially  in the form of
Exhibit A hereto,  certified by Lessee's chief financial  officer,  treasurer or
any other officer having substantially the same authority and responsibility, as
to the compliance with the financial  covenants contained herein; and (k) Lessee
is not insolvent within the meaning of any applicable state or Federal laws. The
sale of the  Equipment  by Lessee  to Lessor  and  Lessee's  undertaking  of the
obligations  contained  herein shall not cause Lessee to be insolvent within the
meaning of applicable state and/or Federal laws. The payment by Lessor to Lessee
of the Acquisition Cost of the Equipment,  as set forth from time to time on the
Acceptance Certificate,  is fair consideration for each Item of Equipment within
the meaning of applicable state and Federal laws.




<PAGE>

FLEET CREDIT CORPORATION              MASTER EQUIPMENT LEASE AGREEMENT No. 32053

LESSOR: FLEET CREDIT CORPORATION        LESSEE: OPTICAL COATING LABORATORY, INC.
        a Rhode Island corporation               a Delaware corporation

Address: 50 Kennedy Plaza                      Address: 2789 North Point Parkway
         Providence, Rhode Island 02903-2305            Santa Rosa, CA 95407

 1. LEASE OF EQUIPMENT
    Subject to the terms and  conditions  set forth herein (the "Master  Lease")
and in any Lease Schedule  incorporating the terms of this Master Lease (each, a
"Lease Schedule"),  Lessor agrees to lease to Lessee, and Lessee agrees to lease
from  Lessor,  the items and units of personal  property  described in each such
Lease Schedule,  together with all replacements,  parts, additions,  accessories
and substitutions therefor  (collectively,  the "Equipment") Each Lease Schedule
shall  constitute a separate,  distinct and  independent  lease of Equipment and
contractual  obligation of Lessee.  References  to "the Lease",  "this Lease" or
"any Lease" shall mean and refer to any Lease  Schedule which  incorporates  the
terms of this Master  Lease,  together with all  exhibits,  addenda,  schedules,
certificates,  riders and other documents and instruments executed and delivered
in connection with such Lease Schedule or this Master Lease, all as the same may
be amended or modified  from time to time.  The Equipment is to be delivered and
installed  at the  location  specified  or referred to in the  applicable  Lease
Schedule.  The Equipment shall be deemed to have been accepted by Lessee for all
purposes  under this Lease upon Lessor's  receipt of an  Acceptance  Certificate
with respect to such  Equipment,  executed by Lessee after  receipt of all other
documentation  required by Lessor with respect to such  Equipment.  Lessor shall
not be liable or  responsible  for any  failure or delay in the  delivery of the
Equipment  to Lessee for whatever  reason.  As used in the Lease with respect to
any item of Equipment, the terms "Acceptance Date",  "Acquisition Cost", "Rental
Payment(s)", "Rental Payment Date(s)", "Rental Payment Numbers", "Rental Payment
Commencement  Date",  "Lease Term" and "Lease Term Commencement Date" shall have
the  meanings  and  values  assigned  to  them  in the  Lease  Schedule  and the
Acceptance Certificate applicable to such Equipment.

 2. TERM AND RENT
    The  Lease  Term for each item of  Equipment  shall be as  specified  in the
applicable Lease Schedule.  Rental Payments shall be in the amounts and shall be
due and payable as set forth in the applicable Lease Schedule.  Lessee shall, in
addition,  pay  interim  rent to Lessor on a pro-rata,  per-diem  basis from the
Acceptance Date to the Lease Term  Commencement Date set forth in the applicable
Acceptance  Certificate,  payable on such Lease Term  Commencement  Date. If any
rent or other amount payable  hereunder  shall not be paid within 10 days of the
date when due, Lessee shall pay as an  administrative  and late charge an amount
equal to 5% of the amount of any such overdue payment. In addition, Lessee shall
pay overdue  interest on any  delinquent  payment or other amounts due under the
Lease (by reason of  acceleration  or otherwise) from 30 days after the due date
until paid at the rate of 1 1/2% per month or the maximum  amount  permitted  by
applicable law,  whichever is lower.  All payments to be made to Lessor shall be
made to Lessor in immediately  available funds at the address shown above, or at
such other place as Lessor shall specify in writing.  THIS IS A  NON-CANCELABLE,
NON-TERMINABLE  LEASE OF EQUIPMENT  FOR THE ENTIRE  LEASE TERM  PROVIDED IN EACH
LEASE SCHEDULE HERETO.

3. POSSESSION; PERSONAL PROPERTY
    No right, title or interest in the Equipment shall pass to Lessee other than
the right to maintain  possession  and use of the  Equipment  for the Lease Term
(provided no Event of Default has occurred) free from interference by any person
claiming by,  through,  or under  Lessor.  The  Equipment  shall  always  remain
personal  property even though the Equipment  may hereafter  become  attached or
affixed to real  property.  Lessee agrees to give and record such notices and to
take such other  action at its own  expense as may be  necessary  to prevent any
third party  (other than an assignee  of Lessor)  from  acquiring  or having the
right under any  circumstances  to acquire any interest in the Equipment or this
Lease.

4. DISCLAIMER OF WARRANTIES
    LESSOR IS NOT THE  MANUFACTURER OR SUPPLIER OF THE EQUIPMENT,  NOR THE AGENT
THEREOF, AND MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO ANY
MATTER  WHATSOEVER,  INCLUDING WITHOUT  LIMITATION,  THE  MERCHANTABILITY OF THE
EQUIPMENT,  ITS FITNESS FOR A PARTICULAR PURPOSE,  ITS DESIGN OR CONDITION,  ITS
CAPACITY OR  DURABILITY,  THE  QUALITY OF THE  MATERIAL  OR  WORKMANSHIP  IN THE
MANUFACTURE OR ASSEMBLY OF THE EQUIPMENT,  OR THE CONFORMITY OF THE EQUIPMENT TO
THE PROVISIONS AND  SPECIFICATIONS  OF ANY PURCHASE ORDER RELATING  THERETO,  OR
PATENT INFRINGEMENTS,  AND LESSOR HEREBY DISCLAIMS ANY SUCH WARRANTY.  LESSOR IS
NOT RESPONSIBLE FOR ANY REPAIRS OR SERVICE TO THE EQUIPMENT,  DEFECTS THEREIN OR
FAILURES IN THE OPERATION THEREOF. Lessee has made the selection of each item of
Equipment and the manufacturer and/or supplier thereof based on its own judgment
and expressly disclaims any reliance upon any statements or representations made
by Lessor. For so long as no Event of Default (or event or condition which, with
the passage of time or giving of notice,  or both, would become such an Event of
Default) has occurred and is continuing, Lessee shall be the beneficiary of, and
shall be entitled to, all rights under any applicable manufacturer's or vendor's
warranties with respect to the Equipment, to the extent permitted by law.

    If the  Equipment  is not  delivered,  is not properly  installed,  does not
operate as warranted,  becomes  obsolete,  or is  unsatisfactory  for any reason
whatsoever,  Lessee shall make all claims on account  thereof solely against the
manufacturer or supplier and not against Lessor,  and Lessee shall  nevertheless
pay all rentals  and other sums  payable  hereunder.  Lessee  acknowledges  that
neither  the   manufacturer  or  supplier  of  the  Equipment,   nor  any  sales
representative  or agent  thereof,  is an agent of Lessor,  and no  agreement or
representation  as to the  Equipment  or any  other  matter  by any  such  sales
representative  or agent of the manufacturer or supplier shall in any way affect
Lessee's obligations hereunder.

5.   REPRESENTATIONS, WARRANTIES AND COVENANTS
     Lessee represents and warrants to and covenants with Lessor that:

    (a) Lessee has the form of business organization indicated above and is duly
organized  and existing in good  standing  under the laws of the state listed in
the caption of this Master Lease and is duly  qualified to do business  wherever
necessary  to  carry  on its  present  business  and  operations  and to own its
property; (b) this Lease has been duly authorized by all necessary action on the
part of Lessee  consistent with its form of  organization,  does not require any
further  shareholder or partner  approval,  does not require the approval of, or
the  giving  notice  to,  any  federal,  state,  local or  foreign  governmental
authority and does not  contravene  any law binding on Lessee or contravene  any
certificate or articles of incorporation  or by-laws or partnership  certificate
or agreement,  or any agreement,  indenture, or other instrument to which Lessee
is a party or by which it may be bound;  (c) this  Lease has been duly  executed
and  delivered by  authorized  officers or partners of Lessee and  constitutes a
legal, valid and binding obligation of Lessee enforceable in accordance with its
terms; (d) Lessee has not and will not, directly or indirectly, create, incur or
permit to exist any lien, encumbrance,  mortgage, pledge, attachment or security
interest on or with  respect to the  Equipment  or this Lease  (except  those of
persons  claiming by, through or under  Lessor);  (e) the Equipment will be used
solely in the conduct of Lessee's business and will remain in the location shown
on the applicable  Lease Schedule unless Lessor  otherwise agrees in writing and
Lessee has completed all notifications, filings, recordings and other actions in
such new location as Lessor may reasonably  request to protect Lessor's interest
in the Equipment;  (f) there are no pending or threatened actions or proceedings
before any court or  administrative  agency which  materially  adversely  affect
Lessee's financial condition or operations,  and all credit, financial and other
information  provided  by  Lessee  or at  Lessee's  direction  is,  and all such
information  hereafter  furnished  will be,  true,  correct and  complete in all
material  respects;  (g) Lessor has not selected,  manufactured  or supplied the
Equipment to Lessee and has  acquired any  Equipment  subject  hereto  solely in
connection with this Lease and Lessee has received and approved the terms of any
purchase order or agreement with respect to the Equipment; (h) Lessee shall not,
as of the end of each of Lessee's  fiscal  quarters,  permit,  on a consolidated
basis, its Tangible Net Worth (hereinafter  defined) to be less than $40,000,000
plus 50% of the consolidated net income,  after income taxes (but without giving
effect to any net losses) earned in any quarterly  accounting  period commencing
after October 31, 1994; (i) Lessee shall not permit,  on a  consolidated  basis,
the ratio of its current assets to current  liabilities to be less than 1.0:1.0;
(j) Lessee  will  furnish to  Lessor,  within 45 days of the end of each  fiscal
quarter  of  Lessee,  a  Compliance  Certificate,  substantially  in the form of
Exhibit A hereto,  certified by Lessee's chief financial  officer,  treasurer or
any other officer having substantially the same authority and responsibility, as
to the compliance with the financial  covenants contained herein; and (k) Lessee
is not insolvent within the meaning of any applicable state or Federal laws. The
sale of the  Equipment  by Lessee  to Lessor  and  Lessee's  undertaking  of the
obligations  contained  herein shall not cause Lessee to be insolvent within the
meaning of applicable state and/or Federal laws. The payment by Lessor to Lessee
of the Acquisition Cost of the Equipment,  as set forth from time to time on the
Acceptance Certificate,  is fair consideration for each Item of Equipment within
the meaning of applicable state and Federal laws.




<PAGE>

9. REMEDIES
    Upon the occurrence of any Event of Default,  Lessor may, at its sole option
and discretion,  exercise one or more of the following  remedies with respect to
any or all of the Equipment:  (a) cause Lessee to promptly  return,  at Lessee's
expense,  any or all  Equipment  to such  location  as Lessor may  designate  in
accordance with the terms of Section 18 of  this Master Lease, or Lessor, at its
option,  may enter upon the  premises  where the  Equipment  is located and take
immediate possession of and remove the same by summary proceedings or otherwise,
all without  liability  to Lessor for or by reason of damage to property or such
entry or taking  possession  except for  Lessor's  gross  negligence  or willful
misconduct; (b) sell any or all Equipment at public or private sale or otherwise
dispose of, hold, use, operate, lease to others or keep idle the Equipment,  all
as Lessor in its sole  discretion  may  determine  and all free and clear of any
rights  of  Lessee;  (c)  remedy  such  default,  including  making  repairs  or
modifications  to the  Equipment,  for the account  and  expense of Lessee,  and
Lessee agrees to reimburse Lessor for all of Lessor's costs and expenses; (d) by
written  notice to Lessee,  terminate the Lease with respect to any or all Lease
Schedules and the Equipment subject thereto, as such notice shall specify,  and,
with  respect  to  such  terminated  Lease  Schedules  and  Equipment,   declare
immediately due and payable and recover from Lessee,  as liquidated  damages for
loss of Lessor's bargain and not as a penalty, an amount equal to the Stipulated
Loss Value,  calculated as of the next following  Rental Payment Date; (e) apply
any  deposit or other cash  collateral  or sale or  remarketing  proceeds of the
Equipment at any time to reduce any amounts due to Lessor,  and (f) exercise any
other right or remedy which may be available to Lessor under  applicable law, or
proceed by  appropriate  court  action to enforce the terms hereof or to recover
damages for the breach hereof,  including  reasonable  attorneys' fees and court
costs.  No remedy  referred to in this  Section 9 shall be  exclusive,  but each
shall be  cumulative  and in addition to any other  remedy  referred to above or
otherwise available to Lessor at law or in equity.

    The exercise or pursuit by Lessor of any one or more of such remedies  shall
not preclude the  simultaneous  or later exercise or pursuit by Lessor of any or
all such other remedies, and all remedies hereunder shall survive termination of
this Lease. At any sale of the Equipment  pursuant to this Section 9, Lessor may
bid for the Equipment. Notice required, if any, of any sale or other disposition
hereunder  by Lessor  shall be satisfied by the mailing of such notice to Lessee
at least  seven (7) days prior to such sale or other  disposition.  In the event
Lessor takes possession and disposes of the Equipment,  the proceeds of any such
disposition  shall be applied in the  following  order:  (1) to all of  Lessor's
costs, charges and expenses incurred in taking, removing, holding, repairing and
selling or leasing  the  Equipment;  (2) to the  extent not  previously  paid by
Lessee,  to pay Lessor for any damages then remaining unpaid  hereunder;  (3) to
reimburse  Lessee for any sums previously  paid by Lessee as damages  hereunder;
and (4) the balance,  if any, shall be retained by Lessor.  A termination  shall
occur only upon written notice by Lessor and only with respect to such Equipment
as Lessor shall specify in such notice.  Termination  under this Section 9 shall
not affect Lessee's duty to perform Lessee's obligations  hereunder to Lessor in
full.  Lessee  agrees to  reimburse  Lessor on demand  for any and all costs and
expenses  incurred  by Lessor in  enforcing  its rights and  remedies  hereunder
following the occurrence of an Event of Default, including,  without limitation,
reasonable  attorney's fees, and the costs of repossession,  storage,  insuring,
reletting, selling and disposing of any and all Equipment.

    The term "Stipulated Loss Value" with respect to any item of Equipment shall
mean the Stipulated  Loss Value as set forth in any Schedule of Stipulated  Loss
Values attached to and made a part of the applicable Lease Schedule. If there is
no such Schedule of Stipulated Loss Values,  then the Stipulated Loss Value with
respect to any item of  Equipment  on any Rental  Payment  Date during the Lease
Term shall be an amount  equal to the sum of: (a) all Rental  Payments and other
amounts then due and owing to Lessor under the Lease,  together with all accrued
interest and late charges thereon  calculated  through and including the date of
payment;  plus (b) the net  present  value  of:  (i) all  Rental  Payments  then
remaining  unpaid  for the  Lease  Term,  plus (ii) the  amount of any  purchase
obligation  with respect to the  Equipment  or, if there is no such  obligation,
then  the  fair  market  value  of the  Equipment  at the end of such  term,  as
estimated by Lessor in its sole discretion,  all discounted to net present value
at a discount  rate  equal to the  1-year  Treasury  Constant  Maturity  rate as
published  in  the  Selected   Interest  Rates  table  of  the  Federal  Reserve
statistical  release  H.15(519)  for the week  ending  immediately  prior to the
original Acceptance Date for such Equipment.

10. ADDITIONAL SECURITY
    For so long as any obligations of Lessee shall remain  outstanding under any
Lease,  Lessee  hereby  grants to Lessor a security  interest in all of Lessee's
rights in and to  Equipment  subject to such Lease from time to time,  to secure
the  prompt  payment  and  performance  when due (by reason of  acceleration  or
otherwise) of each and every indebtedness, obligation or liability of Lessee, or
any  affiliated  person,  firm, or entity  controlling,  controlled by, or under
common control with Lessee,  owing to Lessor,  whether now existing or hereafter
arising,  including  but not  limited  to all of such  obligations  under  or in
respect of any Lease.  The extent to which  Lessor  shall have a purchase  money
security  interest  in any item of  Equipment  under a Lease  which is deemed to
create a security  interest  under Section  1-201(37) of the Uniform  Commercial
Code shall be  determined  by  reference  to the  Acquisition  Cost of such item
financed by Lessor.  In order more fully to secure its rental  payments  and all
other obligations to Lessor hereunder, Lessee hereby grants to Lessor a security
interest  in any  deposit of Lessee to Lessor  under  Section  3(d) of any Lease
Schedule  hereto.  Such  security  deposit  shall  not  bear  interest,  may  be
commingled  with other  funds of Lessor  and shall be  immediately  restored  by
Lessee if applied under Section 9. Upon expiration of the term of this Lease and
satisfaction  of all of Lessee's  obligations,  the  security  deposit  shall be
returned to Lessee.  The term  "Lessor" as used in this Section 10 shall include
any affiliated person, firm or entity controlling, controlled by or under common
control with Lessor.

11. NOTICES
    Any notices or demands  required or  permitted  to be given under this Lease
shall be  given  in  writing  and  either  (i) by  regular  mail,  by hand or by
overnight courier, which notice shall become effective when received, or (ii) by
facsimile or other form of  electronic  transmission,  which notice shall become
effective upon transmission thereof, such notice shall be addressed to Lessor to
the  attention  of  Customer  Accounts,  and to Lessee at the  address set forth
above,  or to such  other  address  as the  party to  receive  notice  hereafter
designates by such written notice.

12. USE; MAINTENANCE; INSPECTION; LOSS AND DAMAGE
    During  the Lease  Term for each item of  Equipment,  Lessee  shall,  unless
Lessor shall otherwise consent in writing:  (a) permit each item of Equipment to
be used only within the continental United States by qualified  personnel solely
for business  purposes  and the purpose for which it was designed and shall,  at
its sole expense,  service, repair, overhaul and maintain each item of Equipment
in the same condition as when received, ordinary wear and tear excepted, in good
operating  order,  consistent with prudent  industry  practice (but, in no event
less than the same extent to which Lessee  maintains other similar  equipment in
the prudent  management of its assets and properties) and in compliance with all
applicable  laws,  ordinances,  regulations,  and  conditions  of all  insurance
policies  required to be  maintained  by Lessee under the Lease and all manuals,
orders,  recommendations,  instructions and other written requirements as to the
repair  and  maintenance  of such  item of  Equipment  issued at any time by the
vendor and/or manufacturer  thereof; (b) maintain  conspicuously on each item of
Equipment such labels, plates, decals or other markings as Lessor may reasonably
require,  stating that Lessor is owner of such item of Equipment; (c) furnish to
Lessor such information concerning the condition, location, use and operation of
the Equipment as Lessor may request; (d) upon reasonable advance notice,  permit
any person  designated by Lessor to visit and inspect,  during  normal  business
hours, any item of Equipment and any records maintained in connection therewith,
provided,  however,  that the failure of Lessor to inspect the  Equipment  or to
inform  Lessee  of any  noncompliance  shall  not  relieve  Lessee of any of its
obligations  hereunder;  (e) if any item of  Equipment  does not comply with the
requirements of this Lease,  Lessee shall, within 30 days of written notice from
Lessor,  bring such Equipment into  compliance;  (f) not use any Equipment,  nor
allow the same to be used, for any unlawful purpose,  nor in connection with any
property or material that would  subject the Lessor to any  liability  under any
state or federal statute or regulation pertaining to the production,  transport,
storage, disposal or discharge of hazardous or toxic waste or materials; and (g)
make no additions,  alterations,  modifications  or improvements  (collectively,
"Improvements")  to any item of Equipment that are not readily removable without
causing material damage to such item of Equipment or which will cause the value,
utility or useful life of such item of Equipment to materially  decline.  If any
such  Improvement is made and cannot be removed without causing  material damage
or decline in value,  utility or useful  life (a  "Non-Severable  Improvement"),
then Lessee  warrants  that such  Non-Severable  Improvement  shall  immediately
become Lessor's property upon being installed and shall be free and clear of all
liens and encumbrances  and shall become  Equipment  subject to all of the terms
and conditions of the Lease. All such  Improvements  that are not  Non-Severable
Improvements  shall be  removed  by  Lessee  prior to the  return of the item of
Equipment hereunder or such Improvements shall also become the sole and absolute
property of Lessor without any further  payment by Lessor to Lessee and shall be
free and clear of all liens and encumbrances whatsoever. Lessee shall repair all
damage to any item of Equipment  caused by the removal of any  Improvement so as
to restore such item of Equipment to the same  condition  which existed prior to
its installation and as required by this Lease.

    Lessee hereby assumes all risk of loss,  damage or destruction  for whatever
reason to the Equipment  from and after the earlier of the date (i) on which the
Equipment  is ordered or (ii) Lessor pays the purchase  price of the  Equipment,
and continuing until the Equipment has been returned to, and accepted by, Lessor
in the condition  required by Section 18 hereof upon the expiration of the Lease
Term. If during the Lease Term any item of Equipment shall become lost,  stolen,
destroyed,  damaged beyond repair or rendered  permanently unfit for use for any
reason, or in the event of any condemnation,  confiscation,  theft or seizure or
requisition  of title to or use of such item,  Lessee shall  immediately  pay to
Lessor an amount equal to the Stipulated Loss Value of such item, as of the next
following Rental Payment Date.

<PAGE>

13. INSURANCE
    Lessee shall  procure and  maintain  insurance in such amounts and upon such
terms and with such  companies  as Lessor may  approve,  during the entire Lease
Term and until the  Equipment  has been  returned to, and accepted by, Lessor in
the condition required by Section 18 hereof, at Lessee's expense,  provided that
in no event  shall  such  insurance  be less than the  following  coverages  and
amounts: (a) Worker's  Compensation and Employer's  Liability Insurance,  in the
full statutory  amounts  provided by law; (b)  Comprehensive  General  Liability
Insurance  including  product/completed  operations  and  contractual  liability
coverage, with minimum limits of $1,000,000 each occurrence, and Combined Single
Limit Body Injury and Property Damage, $1,000,000  aggregate,  where applicable;
and (c) All Risk Physical Damage Insurance,  including  earthquake and flood, on
each item of Equipment, in an amount not less than the greater of the Stipulated
Loss Value of the Equipment or (if available) its full replacement value. Lessor
will be included as an  additional  insured and loss payee as its  interest  may
appear. Such policies shall be endorsed to provide that the coverage afforded to
Lessor shall not be rescinded,  impaired or invalidated by any act or neglect of
Lessee. Lessee agrees to waive Lessee's right and its insurance carrier's rights
of subrogation against Lessor for any and all loss or damage.

     Notwithstanding  the  foregoing,  Lessee  shall not be required to maintain
earthquake  insurance  in an amount in excess of the  lesser of the  Acquisition
Cost  or the  then  current  Stipulated  Loss  Value  with a ten  percent  (10%)
deductible.

     In addition to the  foregoing  minimum  insurance  coverage,  Lessee  shall
procure and  maintain  such other  insurance  coverage as Lessor may  reasonably
require in good faith from time to time  during  the Lease  Term.  All  policies
shall be endorsed or contain a clause  requiring  the insurer to furnish  Lessor
with at least 30 days' prior written notice of any material change, cancellation
or non-renewal of coverage.  Upon execution of this Lease,  Lessee shall furnish
Lessor with a certificate of insurance or other evidence  satisfactory to Lessor
that such insurance coverage is in effect,  provided, however, that Lessor shall
be under no duty  either  to  ascertain  the  existence  of or to  examine  such
insurance  coverage  or to advise  Lessee in the event such  insurance  coverage
should not comply with the requirements  hereof. In case of failure of Lessee to
procure or maintain  insurance,  Lessor may at its option obtain such insurance,
the cost of which  will be paid by the  Lessee  as  additional  rentals.  Lessee
hereby irrevocably appoints Lessor as Lessee's  attorney-in-fact to file, settle
or adjust,  and receive payment of claims under any such insurance policy and to
endorse Lessee's name on any checks,  drafts or other  instruments on payment of
such claims. Lessee further agrees to give Lessor prompt notice of any damage to
or loss of, the Equipment, or any part thereof.

14. LIMITATION OF LIABILITY
    Lessor  shall have no  liability  in  connection  with or arising out of the
ownership,  leasing,  furnishing,  performance  or use of the  Equipment  or any
special,  indirect,  incidental  or  consequential  damages  of  any  character,
including,   without  limitation,  loss  of  use  of  production  facilities  or
equipment, loss of profits, property damage or lost production, whether suffered
by Lessee or any third party.

15. FURTHER ASSURANCES
    Lessee shall promptly  execute and deliver to Lessor such further  documents
and take such further action as Lessor may reasonably  require in good faith, in
order to more effectively carry out the intent and purpose of this Lease. Lessee
shall  provide  to Lessor,  within 120 days after the close of each of  Lessee's
fiscal  years,  and, upon  Lessor's  request,  within 45 days of the end of each
quarter of Lessee's fiscal year, a copy of its financial  statements prepared in
accordance  with generally  accepted  accounting  principles and, in the case of
annual   financial   statements,   audited  by  independent   certified   public
accountants,  and in the case of  quarterly  financial  statements  certified by
Lessee's  chief  financial  officer.  Lessee shall execute and deliver to Lessor
upon Lessor's  request such instruments and assurances as Lessor deems necessary
for the  confirmation,  preservation  or  perfection  of this Lease and Lessor's
rights hereunder,  including, without limitation, such corporate resolutions and
opinions of counsel as Lessor may request from time to time,  and all schedules,
forms and other  reports as may be  required to satisfy  obligations  imposed by
taxing authorities. In furtherance thereof, Lessor may file or record this Lease
or a memorandum or a photocopy  hereof  (which for the purposes  hereof shall be
effective as a financing  statement) so as to give notice to third parties,  and
Lessee hereby appoints Lessor as its attorney-in-fact to execute, sign, file and
record UCC  financing  statements  and other  lien  recordation  documents  with
respect to the Equipment  where Lessee fails or refuses to do so after  Lessor's
written  request,  and Lessee agrees to pay or reimburse  Lessor for any filing,
recording or stamp fees or taxes arising from any such filings.

16. ASSIGNMENT
    This Lease and all rights of Lessor  hereunder shall be assignable by Lessor
absolutely or as security,  without  notice to Lessee,  subject to the rights of
Lessee  hereunder for the use and  possession of the Equipment for so long as no
Event of Default has occurred and is continuing  hereunder.  Any such assignment
shall  not  relieve  Lessor of its  obligations  hereunder  unless  specifically
assumed  by the  assignee,  and Lessee  agrees it shall not assert any  defense,
rights of set-off or  counterclaim  against any  assignee to which  Lessor shall
have  assigned its rights and interests  hereunder,  nor hold or attempt to hold
such  assignee  liable  for  any of  Lessor's  obligations  hereunder.  No  such
assignment shall materially  increase  Lessee's  obligations  hereunder.  Lessee
agrees,  upon  Lessor's  written  request,  to provide to any such  assignee  an
acknowledgment   of  such   assignment   confirming   the   terms,   conditions,
representations, warranties and covenants contained in this Lease.

    Notwithstanding the foregoing,  provided no Event of Default or event, which
with the passage of time,  the giving of notice or both would become an Event of
Default,  has occurred and is  continuing,  Lessee may sublease the Equipment to
any  company  in which  Lessee  owns no less than 51% of the  voting  securities
("voting  control";  for  purposes of this Section 16, Lessee shall be deemed to
own voting  control of any company if Lessee  owns  voting  control of a company
which owns  voting  control of the company in  question)  pursuant to a sublease
upon the following terms and conditions (hereinafter a "Sublease"):

    (a) The  Sublease  shall  provide  that it shall  terminate at the option of
    Lessor,  upon the  expiration or earlier  termination  of this Lease and the
    term of the  Sublease  shall  note  exceed  the then  remaining  Lease  Term
    (including,  any  renewal  term,  if any, as to which an option to renew has
    been irrevocably exercised).

    (b)  The  Sublease  shall  be a true  lease  and  not a  lease  intended  as
    "security"  as  such  term  is used in  Section  1-201  (37) of the  Uniform
    Commercial Code.

    (c) With respect to the Sublease, to the extent that it has not already done
    so, Lessee agrees to assign, and does hereby assign, as collateral security,
    and grant,  and does hereby grant, to Lessor a security  interest in (i) the
    Sublease,  (ii) all  amounts  payable  thereunder,  (iii)  all  proceeds  of
    insurance  payable to Lessee  pursuant to the Sublease,  and (iv) all rights
    and remedies of Lessee  under the  Sublease  and proceeds  from the exercise
    thereof  all  to  secure   payment  and   performance  of  all  of  Lessee's
    liabilities,   obligations  and  indebtedness  under  this  Lease.  Lessor's
    security  interest  which is created  hereby,  if Lessor so  elects,  may be
    perfected by possession of the Sublease  rather than filing,  as provided in
    the Uniform  Commercial Code. Until the occurrence of an Event of Default or
    event,  which with the  passage of time,  the giving of notice or both would
    become an Event of Default hereunder, Lessee shall have the right to collect
    and  receive,  in  accordance  with the terms  hereof,  rent and other  sums
    payable under such Sublease and to retain, use and enjoy the same.

    (d)  Lessee  shall  deliver  to the  Lessor  a  fully  executed  copy of the
    Sublease,  which is,  and will be,  the only copy  marked  "Secured  Party's
    Original." All copies of the Sublease shall bear the following  legend:  "To
    the extent, if any, this instrument constitutes chattel paper under the UCC,
    no  security  interest  herein may be created  through the  transfer  and/or
    possession of any  counterpart  other than the  counterpart  marked 'Secured
    Party's  Original.'"  All copies of the  Sublease,  other than the  "Secured
    Party's  Original"  shall bear the  following  legend:  "'Copy.' No interest
    herein may be created or the aircraft  subject  hereto  through the transfer
    and/or possession hereof."

    (e) The Sublease  shall be expressly  subject and  subordinate to this Lease
    and  the  rights  of  Lessor  hereunder  and in and  to  the  Equipment.  No
    amendment,  termination,  waiver or  modification of any of the terms and/or
    conditions of the Sublease shall be effective unless consented to in writing
    in advance by Lessor, provided,  however, that Lessor's consent shall not be
    necessary  with  respect to any  amendment or  modification  of the Sublease
    which increases the amount of the monthly rentals under the Sublease or with
    respect  to any  renewal  of such  Sublease  provided  that  the term of the
    Sublease,  upon effecting such renewal is co-terminus  with the then current
    Lease Term.

    (f) Lessee shall deliver to Lessor a consent and acknowledgment  executed by
    Lessee and the sublessee in form and substance  satisfactory to Lessor along
    with  such  other  instruments  (including,   without  limitation,   Uniform
    Commercial Code financing statements) as Lessor may reasonably require.

    (g)  Such  other  terms  and  conditions  as  Lessor  deems   necessary  and
    appropriate.

    No such  subleasing by Lessee will reduce any of the  obligations  of Lessee
hereunder  or the  rights of Lessor  hereunder,  and all of the  obligations  of
Lessee  hereunder  shall be and remain  primary and shall continue in full force
and effect as the obligations of a principal and not of a

<PAGE>

guarantor or surety. In the event that after the execution of a Sublease, Lessee
ceases to maintain voting control of the sublessee, Lessor shall have the option
to terminate the Sublease upon thirty (30) days written notice to Lessee.

    In addition, Lessee may assign its duties and obligations under the Lease to
any company in which it maintains voting control. Lessee shall deliver to Lessor
a consent and  acknowledgment  executed by Lessee and such  assignee in form and
substance  satisfactory to Lessor along with such other instruments  (including,
without limitation,  Uniform Commercial Code financing statements) as Lessor may
reasonably require to effect such assignment.

     No acceptance, assignment, subletting, relinquishment or installation shall
in any event relieve Lessee of primary, absolute and unconditional liability for
its duties and obligations under this Lease.

    LESSEE SHALL NOT ASSIGN OR DISPOSE OF ANY OF ITS RIGHTS OR OBLIGATIONS UNDER
THIS  LEASE OR ENTER INTO ANY  SUBLEASE  WITH  RESPECT  TO ANY OF THE  EQUIPMENT
WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF LESSOR.

17. LESSEE'S OBLIGATION UNCONDITIONAL
     This Lease is a net lease and  Lessee  hereby  agrees  that it shall not be
entitled to any abatement of rents or of any other amounts payable  hereunder by
Lessee,  and that its  obligation  to pay all rent and any other  amounts  owing
hereunder  shall  be  absolute  and  unconditional   under  all   circumstances,
including,  without limitation,  the following  circumstances:  (i) any claim by
Lessee to any  nright of  set-off,  counterclaim,  recoupment,  defense or other
right which Lessee may have against  Lessor,  any seller or  manufacturer of any
Equipment or anyone else for any reason  whatsoever;  (ii) the  existence of any
liens,  encumbrances  or  rights  of  others  whatsoever  with  respect  to  any
Equipment,  whether or not resulting  from claims  against Lessor not related to
the  ownership  of such  Equipment;  or (iii) any other  event or  circumstances
whatsoever.  Each Rent Payment or other amount paid by Lessee hereunder shall be
final and Lessee will not seek to recover all or any part of such  payment  from
Lessor for any reason whatsoever.

18. RETURN OF EQUIPMENT
     Upon the  expiration or earlier  termination of the Lease Term with respect
to any item of Equipment, and provided that Lessee has not validly exercised any
purchase option with respect thereto,  Lessee shall: (a) return the Equipment to
a location and in the manner  designated  by the Lessor  within the  continental
United  States,   including,   as  reasonably   required  by  Lessor,   securing
arrangements  for the  disassembly  and  packing for  shipment by an  authorized
representative of the manufacturer of the Equipment, shipment with all parts and
pieces on a carrier  designated  or  approved  by  Lessor,  and then  reassembly
(including,  if necessary,  repair and overhaul) by such  representative  at the
return  location in the  condition the Equipment is required to be maintained by
the Lease and in such condition as will make the Equipment  immediately  able to
perform all functions for which the  Equipment  was  originally  designed (or as
upgraded   during  the  Lease  Term),   and   immediately   qualified   for  the
manufacturer's (or other authorized servicing  representative's)  then-available
service  contract  or  warranty;  (b) cause the  Equipment  to  qualify  for all
applicable  licenses or permits  necessary  for its  operation  for its intended
purpose and to comply with all  specifications  and  requirements  of applicable
federal,  state and local laws,  regulations and  ordinances;  (c) upon Lessor's
request, provide suitable storage, acceptable to Lessor, for the Equipment for a
period  not to  exceed  180 days from the date of  return;  (d)  cooperate  with
Lessor  in  attempting  to  remarker  the  Equipment,   including   display  and
demonstration  of the  Equipment  to  prospective  purchasers  or  lessees,  and
allowing  Lessor to  conduct  any  private  or  public  sale or  auction  of the
Equipment on Lessee's premises. All costs incurred in connection with any of the
foregoing shall be the sole  responsibility of the Lessee.  During any period of
time from the expiration or earlier termination of the Lease until the Equipment
is returned in accordance  with the  provisions  hereof or until Lessor has been
paid the applicable  purchase option price if any applicable  purchase option is
exercised,  Lessee agrees to pay to Lessor  additional per diem rent  ("Holdover
Rent"),  payable  promptly  on demand in an amount  equal to 125% of the highest
monthly  Rental Payment  payable during the Lease Term divided by 30,  provided,
however, that nothing contained herein and no payment of Holdover Rent hereunder
shall  relieve  Lessee  of its  obligation  to  return  the  Equipment  upon the
expiration or earlier termination of the Lease.

19. MISCELLANEOUS
    THE LEASE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES  CONCERNING THE
LEASE  OF THE  EQUIPMENT  AND MAY NOT BE  CONTRADICTED  BY  EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL  AGREEMENTS  BETWEEN THE  PARTIES.  LESSEE
ACKNOWLEDGES AND CERTIFIES THAT NO SUCH ORAL AGREEMENTS EXIST. The Lease may not
be  amended,  nor may any  rights  under  the  Lease  be  waived,  except  by an
instrument in writing signed by the party charged with such amendment or waiver.
The term  "Lessee"  as used in the  Lease  shall  mean and  include  any and all
Lessees who sign below, each of whom shall be jointly and severally liable under
the Lease.  This Master Lease will not be binding on Lessor  until  accepted and
executed by Lessor,  notice of which is hereby  waived by Lessee.  Any waiver of
the terms hereof shall be  effective  only in the specific  instance and for the
specific purpose given. Time is of the essence in the payment and performance of
all of Lessee's  obligations under the Lease. The captions in this Lease are for
convenience only and shall not define or limit any of the terms hereof.

20. ENFORCEABILITY AND GOVERNING LAW
     Any provisions of this Lease which are  unenforceable  in any  jurisdiction
shall,  as  to  such  jurisdiction,   be  ineffective  to  the  extent  of  such
unenforceability  without  invalidating the remaining provisions hereof, and any
such  unenforceability  in any jurisdiction shall not render  unenforceable such
provisions in any other jurisdiction. To the extent permitted by applicable law,
Lessee  hereby  waives;  (a) any  provisions  of law which render any  provision
hereof  unenforceable  in any respect;  (b) all rights and remedies  under Rhode
Island General Laws Sections 6A-2.1-508 through 522 or corresponding  provisions
of the  Uniform  Commercial  Code  article or  division  pertaining  to personal
property  leasing  in any  jurisdiction  in which  enforcement  of this Lease is
sought.

     THIS  LEASE AND THE LEGAL  RELATIONS  OF THE  PARTIES  HERETO  SHALL IN ALL
RESPECTS BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE
OF RHODE  ISLAND,  WITHOUT  REGARD TO  PRINCIPLES  REGARDING  THE CHOICE OF LAW.
LESSEE AND LESSOR HEREBY CONSENTS AND SUBMITS TO THE  JURISDICTION OF THE COURTS
OF THE STATE OF RHODE ISLAND AND CALIFORNIA  AND THE FEDERAL  DISTRICT COURT FOR
THE  DISTRICT OF RHODE ISLAND AND THE NORTHERN  DISTRICT OF  CALIFORNIA  FOR THE
PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING  ARISING OUT OF ITS OBLIGATIONS
HEREUNDER,  AND EXPRESSLY  WAIVES ANY OBJECTIONS THAT THEY MAY HAVE TO THE VENUE
OF SUCH COURTS. LESSEE HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY
ACTION  BROUGHT ON OR WITH RESPECT TO THIS LEASE.  Any action by Lessee  against
Lessor for any cause of action  relating to this Lease  shall be brought  within
one year after any such cause of action first arises.

Executed and delivered by duly authorized  representatives of the parties hereto
as of the date set forth below.


DATED AS OF: December 19, 1995


FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  VP Finance & CFO
       ---------------------------                  ---------------------------

This is counterpart No. 2 of a total of 2 counterparts.  Only  counterpart No. 1
shall be considered  chattel paper for purposes of the Uniform  Commercial  Code
and a security  interest may be perfected only by possession of counterpart  No.
1.
<PAGE>


FLEET CREDIT CORPORATION
                                                        SECRETARY'S' CERTIFICATE
50 Kennedy Plaza
Providence, Rhode Island 02903-2305

The  undersigned,  Joseph Zils,  the duly elected  Secretary of OPTICAL  COATING
LABORATORY,   INC.  (the  "Corporation"),   in  order  to  induce  Fleet  Credit
Corporation  ("FCC") to enter into one or more loans, leases or otherwise extend
financial  accommodations  to or for  the  benefit  of the  Corporation,  hereby
certifies to FCC that:

(i) the  Corporation is duly  organized,  validly  existing and in good standing
under the laws of the State or Commonwealth of Delaware;

(ii) the Corporation has full corporate power and authority to enter into one or
more transactions,  at any time and in any amount or form, with FCC: (a) to sell
to and/or  lease from FCC any personal  property or fixtures;  (b) to borrow and
otherwise effect loans and advances or extensions of credit;  (c) to guaranty or
otherwise  provide  financial  accommodations  or  additional  security  for the
payment and performance of any  obligations or indebtedness  owing to FCC by the
Corporation or any other party;  and (d) to sell,  assign,  transfer,  mortgage,
pledge,  hypothecate,  grant security  interests in, endorse and deliver to FCC,
any  and  all  real  or  personal  property  of  the  Corporation,  tangible  or
intangible,  of every name and  description,  as  security  for the  payment and
performance of any obligations or  indebtedness  owing to FCC by the Corporation
or any other party,  or otherwise in connection  with any of the foregoing  (the
"Authorized Transactions");

(iii) each of the officers designated below (an "Authorized Officer"), is a duly
elected (or appointed), qualified and acting officer of the Corporation, and the
signature  appearing  opposite  his  or her  name  below  is his or her  genuine
signature:

Name                Office                             Signature
----                ------                             ---------

John Markovich      Vice President & CFO               /s/ John M. Markovich
---------------     -------------------------------    -------------------------
Jeff Ryan           Assistant  Treasurer               /s/ Jeffrey M. Ryan
---------------     -------------------------------    -------------------------
Joseph Zils         VP, Secretary & General Counsel    /s/ Joseph Zils
---------------     -------------------------------    -------------------------

(iv) each Authorized Officer has full power and authority to act alone on behalf
of the  Corporation  with respect to the Authorized  Transactions  and to do and
perform all acts and things,  and to execute  and  deliver all  instruments  and
documents  of every  kind and  nature  he or she may deem  necessary,  proper or
incidental  to, or which is otherwise  reasonably  required by FCC in connection
with,  completion of the Authorized  Transactions,  including but not limited to
one or more leases,  loan agreements,  promissory  notes,  security  agreements,
schedules, riders, certificates,  guaranties,  pledge agreements,  subordination
agreements,   purchase  orders  or  agreements,   disbursement   authorizations,
invoices,  bills of sale,  intercreditor  agreements,  consents,  disclaimers of
interests,  and UCC  financing  statements  and any  future  modification(s)  or
amendments  thereof  ("Authorized  Documentation"),   with  such  execution  and
delivery to be conclusive  evidence that such Authorized  Transactions have been
duly and  specifically  authorized and approved by the Board of Directors of the
Corporation as being for the benefit of the Corporation and that such Authorized
Documentation  is intended by the Board of Directors to constitute the valid and
legally binding obligations of the Corporation, enforceable by FCC in accordance
with their terms;

(v) all  corporate  votes,  meetings,  consents or other  actions  necessary  or
appropriate  to duly and properly  authorize the  Corporation  to enter into the
Authorized  Transactions and for the Authorized  Officers to execute and deliver
the Authorized  Documentation  has been taken, and such corporate actions are in
full  force  and  effect as of the date  hereof  and have not been  modified  or
rescinded in any respect.

(vi) all previous acts of, and all documents and papers heretofore  executed and
delivered  by,  any  Authorized   Officer  in  connection  with  the  Authorized
Transactions  or  any  Authorized  Documentation  are  ratified,  confirmed  and
approved as the act or acts of the Corporation;

(vii) the  Corporation  shall furnish  written notice to FCC of any  revocation,
modification or amendment of any corporate action affecting any of the foregoing
certifications,  and FCC shall be entitled to rely on these certifications until
such notice is received by FCC. 

IN WITNESS  WHEREOF,  I have  hereunto  set my hand and  affixed the seal of the
Corporation, this 19th day of December, 1995.

                                /s/ Joseph Zils
                                ---------------
                                   Secretary

<PAGE>

FLEET CREDIT CORPORATION
                                                  LEASE SCHEDULE NO. 32053-00001
                                                      (True Lease Schedule)

50 Kennedy Plaza
Providence, Rhode Island 02903-2305
                                        Lessee: OPTICAL COATING LABORATORY, INC.
                                        Address: 2789 NORTH POINT PARKWAY

                                                 SANTA ROSA, CA 95407

           1. This Lease Schedule No.  32053-00001 dated as of December 19, 1995
is entered into  pursuant to, and  incorporates  by this  reference,  all of the
terms and provisions of that certain Master  Equipment Lease Agreement No. 32053
dated as of  December  l9,  1995  (the  "Master  Lease"),  for  the lease of the
Equipment  described in Schedule A attached  hereto.  This Lease  Schedule shall
constitute a separate,  distinct and independent  lease of the Equipment and the
contractual obligation of Lessee.  References to the "the Lease" or "this Lease"
shall mean and refer to this Lease Schedule,  together with the Master Lease and
all exhibits, addenda, schedules,  certificates,  riders and other documents and
instruments  executed and delivered in connection with this Lease Schedule,  all
as the same may be amended or modified from time to time. All capitalized  terms
used herein and not defined herein shall have the meanings set forth or referred
to in the Master Lease.  By its  execution and delivery of this Lease  Schedule,
Lessee hereby  reaffirms all of the  representations,  warranties  and covenants
contained in the Master Lease, as of the date hereof, and further represents and
warrants  to Lessor that no Event of Default,  and no event or  condition  which
with notice or the passage of time or both would constitute an Event of Default,
has occurred and is continuing as of the date hereof.

           2. ACQUISITION  COST.  The  Acquisition  Cost of  the  Equipment  is:
$5,900,000.00.

          3. (a) LEASE  TERM.  The Lease Term shall  commence on the date hereof
and shall continue for a period of 7:2 months after the Lease Term  Commencement
Date set forth in the Acceptance  Certificate to this Lease  Schedule,  plus any
renewal or extended term applicable in accordance with the terms of the Lease.

             (b) RENTAL  PAYMENTS.  In addition to interim rent payable pursuant
to Section 2 of the Master Lease, Lessee shall pay Lessor 72. consecutive Rental
Payments in the amounts set forth in the  schedule  below,  plus any  applicable
sales/use taxes, commencing on the Rental Payment Commencement Date set forth in
the Acceptance  Certificate and monthly thereafter for the remaining Lease Term.
Each Rental  Payment shall be payable on the same day of the month as the Rental
Payment Date in each  succeeding  rental period during the remaining  Lease Term
(each, a "Rental Payment Date"): 
                                            Amount of Each
   Number of Rental Payments                Rental Payment
   -------------------------                ---------------
            36                                 $75,997.31
            36                                  92,885.65



             (c) ADVANCE RENTAL PAYMENT.  Lessee agrees to pay Lessor  the,first
Rental Payment, due and payable on the Acceptance Date.

             (d) SECURITY DEPOSIT.  Lessee agrees to make a payment in an amount
equal to ____% of the Acquisition Cost of the Equipment,  due and payable on the
Acceptance  Date,  to be held by Lessor as a  non-interest  bearing  deposit  to
secure Lessee's performance under the Lease.

<PAGE>

          4.  EQUIPMENT  LOCATION(S).  The  Equipment  will  be  located  at the
location(s) specified in Schedule A-1 hereto.

          5.  Lessor  will  invoice  Lessee for all sales,  use and/or  personal
property taxes as and when due and payable in accordance  with  applicable  law,
unless Lessee delivers to Lessor a valid exemption  certificate  with respect to
such   taxes.   Delivery  of  such   certificate   shall   constitute   Lessee's
representation and warranty that no such taxes shall become due and payable with
respect to the  Equipment and Lessee shall  indemnify  and hold harmless  Lessor
from and against any and all  liability or damages,  including  late charges and
interest which Lessor may incur by reason of the assessment of such taxes.

           6. The  Rental  Payments  may  change for  Equipment  accepted  after
December 26, 1995.

Dated as of: December 19, 1995

FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  VP Finance & CFO
       ---------------------------                  ---------------------------

This is counterpart No. 2 of a total of 2 counterparts.  Only  counterpart No. 1
shall be considered  chattel paper for purposes of the Uniform  Commercial  Code
and a security  interest may be perfected only by possession of counterpart  No.
1.

<PAGE>

FLEET CREDIT CORPORATION                                    Schedule A Equipment

Attached to and made part of the following documents: True Lease Schedule
No. 32053-01, Acceptance Certificate, Consent and Waiver Form, UCC-1
Financing Statement and UCC-1 Fixture Filing.
with: Optical Coating Laboratory, Inc.

--------------------------------------------------------------------------------
QTY. DEPRECIABLE LIFE, DESCRIPTION and VENDOR               MODEL NO. SERIAL NO.
--------------------------------------------------------------------------------

     Depreciable Life of Equipment is 07 Years.

     Bystronics  Inc.  vertical  to  horizontal   loading
     system,  model 556U-106-144,  approx. size 10" X 16,
     23-5" rollers, 6 suction cup stations,  gear driven,
     480 volt, Atlantic fluid power hydraulic pump, model
     AF-10247,  serial  1029622,  Buush  vacuum pump type
     RC0063-4005-1001, serial C25315. 

     New  London  conveyer  with pop out  station,  model
     MD500,  serial 1GN025727,  approx. size 14' X 14' 17
     4"  rollers,  16 pop out  belts,  gear  driven  with
     reliance control box.

     New London  prewash  conveyer,  17 4" rollers,  gear
     driven,  approx.  size 10' X 10',  reliance  control
     box.
     Billco plate  scrubber/washer,  single sided,  model
     684-8,   serial  9593,  480  volt,  system  has  the
     following stations:
       Preclean  station:  spray  bars,  stainless  steel
     cascading tanks, low level controls, flow meters.
       Scrubbing  station:   spray  bars,  high  pressure
     pumps,  stainless steel cascading  tanks,  low level
     controls,  oscillating  scrubbing brush, AMP meters,
     all stainless  steel  construction,  Pumice tank 30"
     diameter with lightening  mixer,  type 2, all Baldor
     TEFC motors.
       Post cleaning station: with 8 brush washer module,
     heaters,  spray bars, low level controls,  stainless
     steel cascading  tank, all Baldor TEFC motors,  flow
     meters, all stainless steel construction.
       Drying   station:   with   3  pair   air   knifes,
     manometers,  Billco blower with HEPA filters, static
     bar.

--------------------------------------------------------------------------------

FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  VP Finance & CFO
       ---------------------------                  ---------------------------

<PAGE>


  FLEET CREDIT CORPORATION                                  Schedule A Equipment

Attached to and made part of the following documents: True Lease Schedule
No. 32053-01, Acceptance Certificate, Consent and Waiver Form, UCC-1
Financing Statement and UCC-1 Fixture Filing.
with: Optical Coating Laboratory, Inc.

--------------------------------------------------------------------------------
QTY. DEPRECIABLE LIFE, DESCRIPTION and VENDOR               MODEL NO. SERIAL NO.
--------------------------------------------------------------------------------

     Class 100  portable  clean room with safety  lights,
     mylar  curtains,  30-Envirco 24" X 48" HEPA filters,
     model MACK10.

     New London  conveyer,  approx.  size 8' X 16', 17-4"
     rollers, reliance controls, model SP500.
     Airco In-line flat glass coating  system- model C-9,
     MFG.  1990,  the  coating is based on the use of the
     AIRCO    C-MAG   dual    rotatable    and    planner
     magnetron-type  spu.ttering  cathodes,  maximum load
     size 74" X 130" the  above  system  consists  of the
     following components:
       Entry  lock  chamber:  The entry  lock  chamber is
     pumped down using (4) Edwards  vacuum  pumps,  model
     2M275,  serials  875,  892,904,876,  each pump has a
     Balston  filter,   model  AR0780371H,   rotary  load
     vacuum' blower, model 1030RGS-HVR,  powered by a 100
     HP motor, double polycold, model PFC500B, serial 501
     660,  16"  varian  diffusion  pump,   2-clear  glass
     viewports, 2 Ion gauges, pressure switches, internal
     o-ring elastomer conveyer belt, slit valves.
       Main-chamber:  The  main  chamber  consists  of  3
     sections.  Entry  Buffer/Interstagea;   area  has  a
     optical  monitoring unit with a 6' monitoring heads,
     internal.  conveyer,  2 viewports,  varian diffusion
     pump, poppet valves, gauges.


--------------------------------------------------------------------------------

FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  VP Finance & CFO
       ---------------------------                  ---------------------------

<PAGE>

FLEET CREDIT CORPORATION                                    Schedule A Equipment

Attached to and made part of the following documents: True Lease Schedule
No. 32053-01, Acceptance Certificate, Consent and Waiver Form, UCC-1
Financing Statement and UCC-1 Fixture Filing.
with: Optical Coating Laboratory, Inc.

--------------------------------------------------------------------------------
QTY. DEPRECIABLE LIFE, DESCRIPTION and VENDOR               MODEL NO. SERIAL NO.
--------------------------------------------------------------------------------

     Coating  sections:  consists of 8 cathodes that make
     up 4-2 cathode positions, each separated by a varian
     16" diffusion  pump, 6 of the cathode  positions are
     equipped  with  externally   adjustable  over  spray
     shields,  the pumping system is a Edwards 275 vacuum
     pump, model E2M275,  serial 10335, with a mechanical
     booster  hydrokinetic  drive, model EH2600,  Balston
     filter model  AR-0780-371H,  viewports,  manometers,
     Ion gauges, internal conveyer.
       Exit/buffer/Interstage:  has a optical  monitoring
     unit with 6  monitoring  heads,  internal  conveyer,
     2-viewports,  varian diffusion Pump,  poppet valves,
     gauges.
       Exit lock chamber: The exit lock chamber is pumped
     down using (4) Edwards  vacuum  pumps,  model 2M275,
     serials 8905, 8555,8615,877, each pump has a Balston
     filter model AR0780371H,  rotary load vacuum blower,
     model  RGS-HV8,  powered  by a 100 HP motor,  double
     Polycold,  model PFC500B, 16" varian diffusion pump,
     2-clear  glass  viewports,  2 Ion  gauges,  pressure
     switches,  internal o-ring elastomer  conveyer belt,
     slit valves.
       Control room: is equipped with 14 multi-set  point
     controllers  which control amps,  kilowatts,  volts,
     from the cathodes,  3 process controller  terminals,
     which are Sony  monitors  with Dell  Optiplex  XM590
     computers,  screenware software,  emergency shut-off
     switches.


--------------------------------------------------------------------------------

FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  VP Finance & CFO
       ---------------------------                  ---------------------------

<PAGE>

FLEET CREDIT CORPORATION                                    Schedule A Equipment

Attached to and made part of the following documents: True Lease Schedule
No. 32053-01, Acceptance Certificate, Consent and Waiver Form, UCC-1
Financing Statement and UCC-1 Fixture Filing.
with: Optical Coating Laboratory, Inc.

--------------------------------------------------------------------------------
QTY. DEPRECIABLE LIFE, DESCRIPTION and VENDOR               MODEL NO. SERIAL NO.
--------------------------------------------------------------------------------

     1  Polymetrics  D.I  water  system  hot/cold  water,
     consisting of but not limited to: filter  specialist
     filters,  model  FSPN-1300-SS,  serial  37588,  Mfg.
     1995,  Polymetrics  osmosis  system,  15  HP,  model
     HTFC-K-369976,  serial 95071-00, (2) Polymetrics Ion
     exchange  vessels,  storage tank 12 X 12, model 12 X
     12, serial 950339.

     Varian leak detector, model 938-41 with SD-450 pump.
     Extensive  spare parts  inventory  consisting of but
     not limited to: o-rings, bushings,  nipples, tubing,
     limit  switches,   rings,  washers,   bearings,  air
     cylinders,  couplings,  actuators,  vacuum switches,
     convection  gauge tubes,  unions  adapters,  elbows,
     gaskets,  tee's, mass flow  controllers,  hoses, air
     motors,  insuliners,  connector  magnet ends,  nuts,
     screws,  sprockets,   roller  chains,  pin  springs,
     belts,  air  valves,  lube oil,  Dow  corning Hi vac
     grease,  mobil clutch oil, invoil 940 diffusion pump
     fluid, transformers, modules, power supplies, fuses,
     circuit  cards,  toggle  switches,  servopacks,  pin
     connectors,    resistors,    push   buttons,   quick
     disconnects,   ball  valves,  flow  setters,  plugs,
     filters,  coils, clamps, jumpers,  collars,  cathode
     cables,  lugs,  pumps,  assorted hand tools,  cribs,
     etc.

     Material  inventory,  consisting  of but not limited
     to: (2) planar ZN, (1) planar AG, (8) planar CR, (2)
     planar  ZRB2,  (1) planar  TI,  (1) planar SN,  (11)
     C-MAG  ZN,  (14) C-MAG SI, (6) C-MAG ZR,  (10) C-MAG
     TI, (8) C-MAG SN.
     AND ALL STANDARD AND ACCESSORY EOUIPMENT


--------------------------------------------------------------------------------

FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  VP Finance & CFO
       ---------------------------                  ---------------------------

<PAGE>


FLEET CREDIT CORPORATION                                            Schedule A-1
                                                             Equipment Location

Attached to and made part of the following documents: True Lease Schedule
No. 32053-01, Acceptance Certificate, Consent and Waiver Form, UCC-1
Financing Statement and UCC-1 Fixture Filing.
with: Optical Coating Laboratory, Inc.

--------------------------------------------------------------------------------
LOC.      EQUIPMENT CURRENTLY LOCATED AT:
--------------------------------------------------------------------------------

  01      Optical Coating Laboratory, Inc.
          1405 Thunderbolt Way
          Santa Rosa, CA 95407





--------------------------------------------------------------------------------

FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  VP Finance & CFO
       ---------------------------                  ---------------------------


<PAGE>


FLEET CREDIT CORPORATION                          Schedule A Equipment

Attached to and made part of the following documents: True Lease Schedule
No. 32053-01, Acceptance Certificate, Consent and Waiver Form, UCC-1
Financing Statement and UCC-1 Fixture Filing.
with: Optical Coating Laboratory, Inc.

--------------------------------------------------------------------------------
QTY. DEPRECIABLE LIFE, DESCRIPTION and VENDOR               MODEL NO. SERIAL NO.
--------------------------------------------------------------------------------

     Billco triple  cascading  rinser/dryer,  84" wide, 7
     spray banks, 4 air knifes,  chain driven,  Honeywell
     control, model 100-191, serial 92192.

     New London conveyer, approx. 8' X 14', chain driven,
     15-4"  rollers,  pillow  block  bearings.

     Walco  film   applicator,   model   810/84,   serial
     956996900,   84"   capacity,    adjustable   tension
     controls, adjustable film sizes, nip rollers, safety
     eyes.

     New London conveyer with pop up capabilities,  model
     16STAND-POP-UP,  12  X  24,  serial  9533818,  chain
     driven, 4" rollers.

     Bystronics  Ind. CNC automated  flat glass  scribing
     machine,  model  XY2-F-92,  serial  045,  date 1995,
     machine  #E4053-95,  CNC  controls,  2  air  tables,
     safety rails.

     Compair air compressor,  model HYDROVANE 218, serial
     218-000623,  hours 174.  

     Compair  air  compressor, model HYDROVANE 218, serial
     218-800624, hours 800.

     Compair  air compressor,  model HYDROVANE 218, serial
     218-000625, hours 383.

     Ultra-air dryer, model UA625AC, serial U-12345.

     Cooling  tower,   approx.  10'  X  10'  X  20'  with
     centrifugal    pumps,   type   T508-80E-CH,    model
     125OY125BP4-6-30,  (2) return  pumps,  type  HOV-CH,
     model 150X12514-6552.


--------------------------------------------------------------------------------

FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  VP Finance & CFO
       ---------------------------                  ---------------------------

<PAGE>

FLEET CREDIT CORPORATION                                  ACCEPTANCE CERTIFICATE

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

    This  Acceptance  Certificate is attached to and made a part of that certain
Lease  Schedule  No. 32053-00001, dated  as of  December  19,  1995 (the  "Lease
Schedule"),  by and between the undersigned  parties. All capitalized terms used
herein and not defined  herein  shall have the meanings set forth or referred to
in the Lease  Schedule.  To the  extent  the terms set forth in this  Acceptance
Certificate differ or conflict with any of the terms set forth in the Lease, the
terms set forth in this Acceptance Certificate shall control.

    1. Lessee  acknowledges  and agrees that each item of Equipment set forth on
Schedule A hereto  (collectively,  the  "Equipment")  is hereby  unconditionally
accepted by Lessee for all purposes  under the Lease at the locations  specified
in  Schedule  A-1 hereto,  and hereby  agrees to  faithfully  perform all of its
obligations under the Lease as of the date hereof (the "Acceptance Date").

    2. By its  execution  and delivery of this  Acceptance  Certificate,  Lessee
hereby reaffirms all of the representations,  warranties and covenants contained
in the Lease as of the date  hereof,  and  further  represents  and  warrants to
Lessor that no Event of Default,  and no event or condition which with notice or
the passage of time or both would  constitute an Event of Default,  has occurred
and is continuing as of the date hereof. Lessee further certifies to Lessor that
Lessee has  selected  the  Equipment  and has received and approved the purchase
order,  purchase agreement or supply contract under which the Equipment has been
acquired for all purposes of the Lease.

    3. Lessee hereby  represents  and warrants  that: (a) the Equipment has been
delivered  and is in an operating  condition  and  performing  the operation for
which it is intended to the satisfaction of the Lessee;  and (b) if requested by
Lessor,  the  Equipment  has been  marked or  labeled  evidencing  the  Lessor's
interest therein.

    4. The LEASE TERM COMMENCEMENT DATE is the 20 day of December, 1995.

    5. The RENTAL PAYMENT COMMENCEMENT DATE is the 20 day of December, 1995.

    6. All terms and provisions of the Lease Schedule shall remain in full force
and effect, except as otherwise provided below:

           - ACQUISITION COST: $_______________.

           - LEASE TERM: _______________ months.

           - RENTAL PAYMENTS: Number of Rental Payments    Rental Payment Amount
                              -------------------------    ---------------------

           - ADVANCE RENTAL PAYMENT(S): First only.

           - SECURITY DEPOSIT: 0%.

Dated: December 22, 1995

Agreed and Accepted:


FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  VP Finance & CFO
       ---------------------------                  ---------------------------

<PAGE>

[LOGO]                                                     PURCHASE OPTION RIDER
Fleet Credit Corporation

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

         This Purchase Option Rider (the "Rider") is attached to and made a part
of that  certain Lease Schedule No.  32053-00001,  dated as of DECEMBER 19, 1995
(the "Lease Schedule"), by and between the undersigned parties.

         1.  Purchase  Option.  If no Event of  Default  (or event or  condition
which,  with the passage of time or giving of notice, or both, would become such
an Event of Default) shall have occurred and be continuing,  and the Lease shall
not have been earlier terminated,  Lessee shall have the option to purchase (the
"Purchase  Option")  all,  but  not  less  than  all,  of the  Equipment  at the
expiration  of the Lease Term for an amount,  payable in  immediately  available
funds on the last day of the Lease Term, equal to: (a) all Rental Payments, late
charges and other  amounts  due and owing  under the Lease;  plus (b) all taxes,
assessments  and other charges due or payable in connection with the sale of the
Equipment to Lessee; plus (c) the Purchase Option Price (hereinafter defined).

         Provided that Lessor shall have received all amounts payable  hereunder
on the last day of the Lease Term,  and that no Event of Default then exists and
is continuing under the Lease,  Lessor shall convey all of its right,  title and
interest in and to the Equipment to Lessee on the last day of the Lease Term, on
an "AS-IS",  "WHERE-IS"  BASIS WITHOUT  REPRESENTATION  OR WARRANTY,  EXPRESS OR
IMPLIED, and without recourse to Lessor, except that the Equipment shall be free
and clear of all liens  created by Lessor.  If Lessee  intends to  exercise  the
Purchase  Option,  Lessee shall give  irrevocable  written notice to Lessor (the
"Option  Notice") not more than 240 days,  nor less than 180 days,  prior to the
expiration  of the Lease Term.  If Lessee fails to give such  written  notice to
Lessor,  it shall be  conclusively  presumed  that  Lessee  has  elected  not to
exercise the Purchase Option.

         If, for any  reason,  Lessee does not  exercise  the  Purchase  Option,
Lessee shall, on the last day of the Lease Term,  return all of the Equipment to
Lessor  pursuant to and in the condition  required by the terms of the Lease and
pay to  Lessor  a  return  fee  equal  to 3%  of  the  Acquisition  Cost  of the
Equipment.

         2.  Purchase  Option  Price.  If Lessee  has  elected to  exercise  the
Purchase Option, then the "Purchase Option Price" shall be the Fair Market Value
(hereinafter  defined) of the Equipment,  provided,  however,  that the Purchase
Option  Price  shall  not  exceed  30.00000%  of  the  Acquisition  Cost  of the
Equipment.  As soon as  practicable  following  Lessor's  receipt  of the Option
Notice,  Lessor and Lessee shall agree on the Fair Market Value of the Equipment
as of the end of the Lease Term.  "Fair Market Value" of the Equipment  shall be
the amount  determined  on the basis of, and equal in value to, the amount which
would be obtained in an arm's-length transaction between an informed and willing
buyer-user (other than a buyer-user  currently in possession or a used equipment
or scrap dealer) and an informed and willing seller,  under no compulsion to buy
or sell,  and in such  determination,  costs of  removal  from the  location  of
current  use shall not be a deduction  from such value,  and it shall be assumed
(whether or not the same be true) that the  Equipment  has been  maintained  and
would have been returned to Lessor in compliance  with the  requirements  of the
Lease.

<PAGE>

         If Lessor and Lessee fail to agree upon Fair Market  Value on or before
one hundred  sixty (160) days prior to the  expiration  of the Lease Term,  then
such value  shall be  determined  by the  Appraisal  Procedure  (as set forth in
Section 3 below), at Lessee's sole cost and expense.

          3. Appraisal Procedure. On the earlier of 160 days prior to the end of
the Lease Term or the date on which either party hereto shall have given written
notice to the other  requesting  determination  of the Fair Market  Value of the
Equipment by this Appraisal  Procedure  (the  "Appraisal  Notice"),  the parties
shall consult for the purpose of appointing a qualified independent appraiser by
mutual agreement.  If no such appraiser is so appointed within ten (10) business
days  after  the  Appraisal  Notice  is  given,  each  party  shall  appoint  an
independent  appraiser and the two appraisers  shall attempt to jointly agree on
the Fair Market Value of the Equipment.  If the two appraisers  cannot so agree,
then  the  two  appraisers  so  appointed  shall  appoint  a  third  independent
appraiser.  If the two  appraisers  have been unable to agree on the Fair Market
Value and on a third  appraiser  within thirty (30) days after the date of their
appointment,  Lessor  may apply to the  American  Society of  Appraisers  or the
American  Arbitration  Association  to make such  appointment,  and both parties
shall be bound by any such  appointment.  Any appraiser or appraisers  appointed
pursuant to this Appraisal Procedure shall be bound to determine the Fair Market
Value of the  Equipment  within  thirty (30) days after the  appointment  of the
final  appraiser to be employed  pursuant to this  Appraisal  Procedure.  If the
parties shall have appointed a single  appraiser,  his or her  determination  of
value shall be final, binding and conclusive on the parties. If the parties have
appointed two appraisers, then their jointly agreed determination of value shall
be final,  binding and conclusive on the parties.  If three  appraisers shall be
appointed,  the values determined by the three appraisers shall be averaged, the
appraisal  having a value  furthest  from the average shall be discarded and the
remaining  two  appraised  values  shall be  averaged,  and the  average  of the
remaining two  appraised  values shall be final,  binding and  conclusive on the
parties.

         All capitalized terms used herein and not defined herein shall have the
meanings set forth or referred to in the Lease Schedule.  Except as specifically
set forth herein,  all of the terms and  conditions of the Lease shall remain in
full force and effect and are hereby  ratified and affirmed.  To the extent that
the  provisions  of this Rider  conflict  with any  provisions  contained in the
Lease, the provisions of this Rider shall control.

Dated as of: DECEMBER 19, 1995

FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By:                                          By: 
    ------------------------------               ------------------------------
Name:                                        Name:   
      ----------------------------                 ----------------------------
Title:                                       Title:  
       ---------------------------                  ---------------------------

<PAGE>

            If Lesser and  Lessee  fail to agree  upon Fair  Market  Value on or
before one hundred sixty  (160) days prior to the  expiration of the Lease Term,
then such value shall be determined by the Appraisal  Procedure (as set forth in
Section 3 below), at Leesee's sole cost and expense.

            3. Appraisal Procedure.  On the earlier of 160 days prior to the end
of the Lease  Term or the date on which  either  party  hereto  shall have given
written notice to the other requesting determination of the Fair Market Value of
the Equipment by this Appraisal Procedure (the "Appraisal Notice"),  the parties
shall consult for the purpose of appointing a qualified independent appraiser by
mutual agreement.  If no such appraiser is so appointed within ten (10) business
days  after  the  Appraisal  Notice  is  given,  each  party  shall  appoint  an
independent  appraiser and the two appraisers  shall attempt to jointly agree on
the Fair Market Value of the Equipment.  If the two appraisers  cannot so agree,
then  the  two  appraisers  so  appointed  shall  appoint  a  third  independent
appraiser.  If the two  appraisers  have been unable to agree on the Fair Market
Value and on a third  appraiser  within thirty (30) days after the data of their
appointment,  Lessor  may apply to the  American  Society of  Appraisers  or the
American  Arbitration  Association to make such  appointments,  and both parties
shall be bound by any such  appointment.  Any appraiser or appraisers  appointed
pursuant to this Appraisal Procedure shall be bound to determine the Fair Market
Value of the  Equipment  within  thirty (30) days after the  appointment  of the
final  appraiser to be employed  pursuant to this  Appraisal  Procedure.  If the
parties shall have appointed a single  appraiser,  his or her  determination  of
value shall be final, binding and conclusive on the parties. If the parties have
appointed two appraisers, then their jointly agreed determination of value shall
be final,  binding and conclusive on the parties.  if three  appraisers shall be
appointed,  the values determined by the three appraisers shall be averaged, the
appraisal  having a value  furthest  from the average shall be discarded and the
remaining  two  appraised  values  shall be  averaged,  and the  average  of the
remaining two  appraised  values shall be final,  binding and  conclusive on the
parties.

            All capitalized  terms used herein and not defined herein shall have
the  meanings  set  forth  or  referred  to in the  Lease  Schedule.  Except  as
specifically  set forth  herein,  all of the terms and  conditions  of the Lease
shall remain in full force and effect and are hereby  ratified and affirmed.  To
the extent  that the  provisions  of this  Rider  conflict  with any  provisions
contained in the Lease, the provisions of this Rider shall control.

      Dated as of: DECEMBER 19, 1995

FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  VP Finance & CFO
       ---------------------------                  ---------------------------

This is counterpart No. 2 of a total of 2 counterparts.  Only  counterpart No. 1
shall be considered  chattel paper for purposes of the Uniform  Commercial  Code
and a security  interest may be perfected only by possession of counterpart  No.
1.

<PAGE>

This is counterpart No. 2 of a total of 2 counterparts.  Only  counterpart No. 1
shall be considered  chattel paper for purposes of the Uniform  Commercial  Code
and a security  interest may be perfected only by possession of counterpart  No.
1.

[LOGO]                                               EARLY PURCHASE OPTION RIDER
Fleet Credit  Corporation                                   (single option)

50 Kennedy Plaza 
Providence, Rhode Island 02903-2305

         This Early Purchase  Option Rider (the "Rider") is attached to and made
a part of that certain Lease Schedule No. 32053-00001,  dated as of DECEMBER 19,
1995 (the "Lease Schedule"), by and between the undersigned parties.

         So long as no Event of Default has occurred and is continuing under the
Lease,  and upon at least 90 days prior written  notice to Lessor,  Lessee shall
have the right to terminate  the Lease Term for all but not less than all of the
Equipment  on the  Rental  Payment  Date  for  Rental  Payment  Number  60  (the
"Termination  Date").  Lessee  shall pay to Lessor  on the  Termination  Date an
amount equal to: (a) all Rental Payments, late charges and other amounts due and
owing under the Lease; plus (b) all taxes,  assessments and other charges due or
payable in connection with the sale of the Equipment to Lessee;  plus, (c) 43.00
% of the Acquisition Cost of the Equipment.

         Provided that Lessor shall have received all amounts payable  hereunder
on the  Termination  Date,  and that no  Event of  Default  then  exists  and is
continuing  under the Lease,  Lessor  shall  convey all of its right,  title and
interest  in and to the  Equipment  to Lessee  on the  Termination  Date,  on an
"AS-IS",  "WHERE-IS"  BASIS  WITHOUT  REPRESENTATION  OR  WARRANTY,  EXPRESS  OR
IMPLIED, and without recourse to Lessor, except that the Equipment shall be free
and clear of all liens created by Lessor.

    In the  event  Lessee  shall  not  pay  all  amounts  due  hereunder  on the
Termination  Date,  then the Lease Term for the Equipment shall continue in full
force and effect,  and this Rider shall be null and void and of no further force
and effect.

         All capitalized terms used herein and not defined herein shall have the
meanings set forth or referred to in the Lease Schedule.  Except as specifically
set forth herein,  all of the terms and  conditions of the Lease shall remain in
full force and effect and are hereby  ratified and affirmed.  To the extent that
the  provisions  of this Rider  conflict  with any  provisions  contained in the
Lease, the provisions of this Rider shall control.

Dated as of: DECEMBER 19, 1995

FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  VP Finance & CFO
       ---------------------------                  ---------------------------


<PAGE>

                                                  STIPULATED LOSS VALUE SCHEDULE
[LOGO]
Fleet Credit Corporation

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

          This  Stipulated  Loss Value Schedule (the  "Schedule") is attached to
and made a part of that  certain  Lease  Schedule No.  32053-00001,  dated as of
DECEMBER  19,  1995 (the  "Lease  Schedule"),  by and  between  the  undersigned
parties.

         The following Stipulated Loss Values shall be used to calculate damages
or loss as provided in the Master Lease.  The Stipulated Loss Value with respect
to any item of Equipment on any Rental  Payment Date during the Lease Term shall
be an amount equal to the sum of: (a) all Rental Payments and other amounts then
due and owing to Lessor under the Lease,  together with all accrued interest and
late charges thereon, calculated through and including the date of payment; plus
(b) the product of the Acquisition Cost of the such Equipment  multiplied by the
percentage  as of such  Rental  Payment  Date as set forth on the  reverse  side
hereof.

         All capitalized terms used herein and not defined herein shall have the
meanings set forth or referred to in the Lease Schedule.  Except as specifically
set forth herein,  all of the terms and  conditions of the Lease shall remain in
full force and effect and are hereby ratified and affirmed.

Dated as of:  DECEMBER 19, 1995


FLEET CREDIT CORPORATION                     OPTICAL COATING LABORATORY, INC.

By: /s/ Lisa D. Wardle                       By: /s/ John M. Markovich
    ------------------------------               ------------------------------
Name:   LISA D. WARDLE                       Name:   John M. Markovich
      ----------------------------                 ----------------------------
Title:  Assistant Vice President             Title:  VP Finance & CFO
       ---------------------------                  ---------------------------

This is counterpart No. 2 of a total of 2 counterparts.  Only  counterpart No. 1
shall be considered  chattel paper for purposes of the Uniform  Commercial  Code
and a security  interest may be perfected only by possession of counterpart  No.
1.

<PAGE>

<TABLE>
<CAPTION>

Rental Payment Date for       Percentage of      Rental Payment Date for      Percentage of
Rental Payment Number         Acquisition Cost   Rental Payment Number        Acquisition Cost

       <S>                    <C>                      <C>                   <C>     
       Dec-20-95              103. 71191018            Dec-20-98             75. 61083998
       Jan-20-96              103. 10325906            Jan-20-99             74. 41927127
       Feb-20-96              102. 48881671            Feb-20-99             73. 21888014
       Mar-20-96              101. 86856056            Mar-20-99             72. 00963223
       Apr-20-96              101. 23595169            Apr-20-99             70. 79267773
       May-20-96              100. 56272737            May-20-99             69. 57156887
       Jun-20-96               99. 88267988            Jun-20-99             68. 34270075
       Jul-20-96               99. 19068441            Jul-20-99             67. 10963831
       Aug-20-96               98. 49257297            Aug-20-99             65. 86759178
       Sep-20-96               97. 78752786            Sep-20-99             64. 61769304
       Oct-20-96               97. 07045090            0ct20-99              63. 36352940
       Nov-20-96               96. 34716025            Nov-20-99             62. 10029946
                               
       Dec-20-96               95. 61682414            Dec-20-99             60. 82912327
       Jan-20-97               94. 87437132            Jan-20-00             59. 55361078
       Feb-20-97               94. 12560593            Feb-20-00             58. 26894881
       Mar-20-97               93. 37050337            Mar-20-00             56. 97510170 
       Apr-20-97               92. 60898815            Apr-20-00             55. 67317580
       May-20-97               91. 83912210            May-20-00             54. 36682732
       Jun-20-97               91. 06277783            Jun-20-00             53. 05234454
       Jul-20-97               90. 27803297            Jul-20-00             51. 73339705
       Aug-20-97               89. 48681076            Aug-20-00             50. 40513084
       Sep-20-97               88. 68901553            Sep-20-00             49. 06863302
       Oct-20-97               87. 88274773            Oct-20-00             47. 72759662
       Nov-20-97               87  06991871            Nov-20-00             46. 37715544
                                                       
       Dec-20-97               86. 25042075            Dec-20-00             45. 01838420
       Jan-20-98               85. 42237739            Jan-20-01             43. 65499964
       Feb-20-98               84. 58763797            Feb-20-01             42. 28212323
       Mar-20-98               83. 74632661            Mar-20-01             40. 89971796
       Apr-20-98               82. 89875416            Apr-20-01             39. 51159878
       May-20-98               82  04546509            May-20-01             38. 13255957
       Jun-20-98               81. 18591198            Jun-20-01             36. 74782139
       Jul-20-98               80. 32060206            Jul-20-01             35. 37217451
       Aug-20-98               79. 44850088            Aug-20-01             33. 98698799
       Sep-20-98               78. 57005214            Sep-20-01             32. 59607521
       Oct-20-98               77. 68578318            Oct-20-01             31. 21423302
       Nov-20-98               76  79464909            Nov-20-01             29. 82282705
                                                       
</TABLE>


<PAGE>

                             WARRANTY BILL OF SALE
[LOGO]
Fleet Credit Corporation
50 Kennedy Plaza
Providence, Rhode Island 02903

         OPTICAL COATING LABORATORY,  INC. ("Seller) of 2789 NORTH POINT PARKWAY
SANTA ROSA, CA 95407, in consideration of the sum of $5,900,000.00  Dollars, and
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby  acknowledged,  does hereby  sell,  transfer  and assign to Fleet  Credit
Corporation ("FCC") a Rhode Island corporation having its principal office at 50
Kennedy  Plaza,  Providence,  Rhode Island  02903,  the  equipment  set forth in
Schedule A hereto (the "Equipment").

         Seller  hereby  covenants  with and  warrants to FCC that Seller is the
lawful owner of the Equipment and has the right to sell the Equipment,  and that
the Equipment is free and clear of all rights, claims, liens, charges,  security
interests or  encumbrances of any other person.  Seller will forever  indemnify,
defend and warrant all of the rights of FCC in and to the Equipment  transferred
hereunder against the claims and demands of all other persons.

IN WITNESS WHEREOF,  Seller has duly executed this Bill of Sale this 19th day of
December, 1995.

                              OPTICAL COATING LABORATORY, INC.   
                                                       
                              By: /s/ John M. Markovich          
                                  ------------------------------ 
                              Name:   John M. Markovich          
                                    ---------------------------- 
                              Title:  VP Finance & CFO           
                                     --------------------------- 

State of    California                                                          
          --------------------                                                  
County of   Sonoma                                                              
          --------------------                                                  
                                                                                
         Subcribed and sworn before me this 22nd day of December, 1995.         
                                                                                
                                             /s/ Agie S. Navarro
                                        ----------------------------------------
                                                  Notary Public                 
                                        My Commission expires: November 11, 1997
                                                              ------------------
                                                       (SEAL)                   
              ===============================                                   
                      AGIE S. NAVARRO                                           
              [SEAL]  COMM. #1009257                                            
                 Notary Public--California                                      
                       SONOMA COUNTY                                            
               My Comm. Expires NOV 11, 1997                                    
              ===============================                                   





<PAGE>

[LOGO]                                                       PAY PROCEEDS LETTER
Fleet Credit Corporation

50 Kennedy Plaza
Providence, Rhode Island 02903-2305

     We hereby authorize you to pay the following  Payee(s) from the proceeds of
your  financial accommodations  to us in  respect  of that  certain  True  Lease
Schedule No.  32053-00001 dated as of DECEMBER 19, 1995, and make  disbursements
directly to said Payee(s) as follows:

                                                            Amount of
              PAYEE                                          Payment

Optical Coating Laboratory, Inc.                         $ 5,837,402.90
----------------------------------------------------   -------------------------
Fleet credit Corporation (Short Fund Advance Rental)          62,597.10
----------------------------------------------------   -------------------------

----------------------------------------------------   -------------------------

----------------------------------------------------   -------------------------

----------------------------------------------------   -------------------------

----------------------------------------------------   -------------------------

----------------------------------------------------   -------------------------

----------------------------------------------------   -------------------------

                 TOTAL:                                     $ 5,900,000.00
                                                            --------------------


Dated as of: DECEMBER 19, 1995

                                      OPTICAL COATING LABORATORY, INC.

                                      By: /s/ John M. Markovich
                                          ------------------------------
                                      Name:   John M. Markovich
                                            ----------------------------
                                      Title:  VP Finance & CFO
                                             ---------------------------

This is counterpart No. 2 of a total of 2 counterparts.  Only  counterpart No. 1
shall be considered  chattel paper for purposes of the Uniform  Commercial  Code
and a security  interest may be perfected only by possession of counterpart  No.
1.

<PAGE>


FLEET CREDIT CORPORATION
                                                 CONSENT AND WAIVER
                                   (OWNER, LANDLORD OR MORTGAGEE OF REAL ESTATE)

50 Kennedy Plaza
Providence, Rhode Island 02903

         The undersigned, Aid Association for Lutherans, 4321 North Ballard Road
Appleton,  Wisconsin 54919 is  the owner,  landlord or mortgagee of the premises
located at 2789 North Point  Parkway  a/k/a 1405  Thunderbolt  Way,  Santa Rosa,
California  95407  (the  "Premises")  which  are  occupied  by  Optical Coating.

         The undersigned  acknowledges that Customer has leased or financed,  or
that   Customer   expects   hereto,   including  any   accessories,   additions,
substitutions or replacements  therefor,  which may from time to time be located
at the Premises. To induce FCC to enter into a lease or financing agreement with
Customer, the undersigned agrees with FCC as follows:

         The  undersigned  waives  any  right,  title or  interest  in or to the
         Equipment  thay  it  may  now  or  hereafter   have.  The   undersigned
         irrevocably  agrees and  consents  that it will refrain from taking any
         action  to  bar,   restrain  or  otherwise  prevent  FCC,  its  agents,
         successors  or assigns,  from  entering the Premises for The purpose of
         inspecting,  removing or taking  possession of the Equipment,  and will
         grant FCC, its agents,  successors or assigns the right of entry to the
         Premises  to  remove the equipment at any reasonable time or times, FCC
         shall be responsible  for any damage to the Premises that FCC causes in
         connection  with its entry  thereon  and the  removal of the  Equipment
         therefrom.  The  Equipment  is  and  shall  remain  personal  property,
         notwithstanding  the manner in which It may be  installed or affixed to
         the Premises.

         This  Consent and Waiver  shall inure to the benefit of the  successors
and  assigns  of FCC and  shall  be  binding  upon the  heirs,  representatives,
successors  and  assigns of the  undersigned.  The  undersigned  will,  upon the
request and at the expense of FCC,  execute and deliver to FCC such  further and
additional documents as FCC may reasonably deem necessary or desirable to effect
waivers and consents contemplated hereby. This Agreement shall be govened by and
construed  in  accordance  with the laws of the state in which the  premises are
located, without reference to principles of conflict of laws.

         IN WITNESS WHEREOF,  the undersigned has duly executed this Consent and
Waiver this 20th day of December, 1995.

                                             Aid Association for Lutherans
          

By:  /s/ Kenneth E. Podell                   By: /s/ Frederick J. Russler
   --------------------------                   --------------------------------
         Kenneth E. Podell                   Title: Assistant  Vice President--
         Assistant Secretary                        ----------------------------
                                                    Mortgages & Real Estate

<PAGE>

                      ACKNOWLEDGEMENT TO BE MADE BY OWNER,
                      LANDLORD OR MORTGAGEE OF REAL ESTATE

                   (Hereinafter referred to as "Undersigned")

                                  [INDIVIDUAL)
STATE OF ________________________
                               SS.
COUNTY OF _______________________

         I,  _______________________ a Notary Public within and for said County,
in the State aforesaid,  duly commissioned and acting, do hereby certify that on
this ___________ day of ____________________, 19__ personally appeared before me
___________________________, Undersigned in the foregoing Consent and Waiver, to
me  personally  well known and known to the person who signed  said  Consent and
Waiver,  who,  being by me duly sworn and being informed of the contents of said
Consent and Waiver  stated and  acknowledged  on oath that he signed,  executed,
sealed and delivered  same as his free and voluntary act and deed, for the uses,
purposes and considerations therein mentioned and set forth.

         WITNESS my hand and seal as such Notary Public the day and year in this
certificate above written.

My commission expires ______________________   _________________________________
                                                  (Notary Public)
                                                      (Seal)
                                 (PARTNERSHIP)

STATE OF ________________________
                               SS.
COUNTY OF _______________________

         I,  _______________________ a Notary Public within and for said County,
in the State aforesaid,  duly commissioned and acting, do hereby certify that on
this day ___________ of ____________________, 19__ personally appeared before me
___________________________  and  ___________________________,  who executed the
foregoing  Consent  and  Waiver,  to me  personally  well known and known to the
persons who signed said Consent and Waiver, and known to be and who, being by me
duly sworn and being informed of the contents of said Consent and Waiver, stated
and acknowledged on oath that they were Partners of ____________________________
__________________, the Partnership named in and which executed the said Consent
and  Waiver,  and  that  they  signed,  executed,   sealed  and  delivered  same
individually and in behalf of the said Partnership,  with authority as their and
its free and  voluntary act and deed for the uses,  purposes and  considerations
therein mentioned and set forth.

         WITNESS my hand and seal as such Notary Public the day and year in this
certificate above written.

My commission expires ______________________   _________________________________
                                                  (Notary Public)
                                                      (Seal)
                                 (CORPORATION)
STATE OF       WISCONSIN
          -----------------
                        SS.
COUNTY OF      OUTAGAMIE
          -----------------

           I, Ruth M. Mueller,  a Notary  Public within and for said County,  in
the State aforesaid,  duly  commissioned  and acting,  do hereby certify that on
this 22nd day of  December,  1995  personally  appeared  before me  Frederick J.
Russler and Kenneth E. Podell (Name of Signer for  Undersigned) to me personally
well known and known to me to be the person who signed the foregoing Consent and
Waiver, and known to me to be and who, being by me duly sworn and being informed
of the contents of said  Consent and Waiver,  stated and  acknowledged  to me an
oath that he was Asst. V.P.-Mortgages & Real Estate & Asst. Secretary (Title) of
Aid Association for Lutherans,  the Corporation named in and which executed said
Consent and Waiver,  and that he knows the corporate  seal of said  Corporation,
and that the seal  affixed to said Consent and Waiver is the  corporate  seal of
said  Corporation,  that he was duly  authorized  to execute  said  Consent  and
Waiver, for, in the name of and on behalf of said Corporation, and that same was
signed,  sealed,  executed and  delivered by him in the name of and on behalf of
said  Corporation  by authority of its Board of Directors and that the execution
of said Consent and Waiver was his free and  voluntary  act and deed in his said
capacity and acknowledged to me that said  Corporation  executed the same as its
voluntary act and deed and was by him  voluntarily  executed,  on behalf of said
Corporation for the uses, purposes and considerations  therein mentioned and set
forth.

         WITNESS my hand and seal as such Notary Public the day and year in this
certificate above written.

My commission expires 7-27-97                         Ruth M. Mueller
                      -----------------           --------------------
                                                      (Notary Public)
                                                          (Seal)