Exhibit 10.36



TERMINATION AND ASSIGNMENT AGREEMENT



THIS TERMINATION AND
ASSIGNMENT AGREEMENT (this Agreement) is made and entered into this 27th day of February, 2004 (the Effective Date), by and between PHOTON
DYNAMICS, INC. (PDI) and ISHIKAWAJIMA-HARIMA HEAVY INDUSTRIES CO. LTD. (IHI). Each of PDI and
IHI may also be referred to herein each individually as a Party and collectively as the Parties.



RECITALS



WHEREAS, PDI and IHI have entered into a series of agreements, understandings, and business arrangements relating to the
manufacture, marketing, distribution and support of flat panel display test, inspection and repair systems in Japan and other Asian markets (collectively, the Business Relations);



WHEREAS,PDI and IHI desire to terminate all such
Business Relations and settle their respective rights and obligations arising therefrom or related thereto; and



WHEREAS, IHI acknowledges and understands that PDI will rely on the assignments, licenses, representations, warranties, and
covenants in this Agreement to fulfill its contractual obligations hereunder.



NOW, THEREFORE,in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:



AGREEMENT



1. DEFINITIONS



a. Confidential Informationmeans the proprietary
information of each Party, including the terms of this Agreement or the PDI-IHI Agreements, all Intellectual Property underlying the Intellectual Property Rights assigned or licensed herein, all confidential and proprietary information previously
disclosed by the Parties pursuant to a confidentiality provision contained in any PDI-IHI Agreement, and all other proprietary information disclosed by the Parties in connection with the PDI-IHI Work Product, including, but not limited to, business
information, source code, specifications, and related information, all of which is of a confidential nature and which contains valuable trade secrets, know-how, and proprietary information of each Party.



b. Intellectual Property means all algorithms, application
programming interfaces (APIs), apparatus, circuit designs and assemblies, concepts, confidential information, data (including clinical data), databases and data collections, designs, diagrams, documentation, drawings, flow charts, formulae, gate
arrays, ideas and inventions (whether or not patentable or reduced to practice), IP cores, know-how, materials, marketing and development plans, marks (including brand names, product names, logos, and slogans), methods, models, net lists, network
configurations and architectures, photomasks, procedures, processes, protocols, schematics, semiconductor devices, software code (in any form including source code and executable or object code), specifications, subroutines, techniques, test
vectors, tools, uniform resource identifiers including uniform resource locaters (URLs), user interfaces, web sites, works of authorship, and other forms of technology.



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|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
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c. Intellectual Property Rights means any and all copyrights, exclusive exploitation
rights, moral rights, and mask work rights; trademark, service mark and trade name rights and similar rights; trade secret rights; patent and industrial property rights; any other proprietary rights in Intellectual Property of every kind and nature
arising under the laws of any jurisdiction; and rights in or relating to registrations, renewals, extensions, continuations, continuations-in-part, combinations, divisions, and reissues thereof, and applications therefor.



d. KKPD means KK Photon Dynamics, Inc.



e. Listed Intellectual Property Rights means all
Intellectual Property Rights that are listed in EXHIBIT B.



f. Non-Listed Intellectual Property Rights means all Intellectual Property Rights, other than Listed Intellectual Property Rights, that (i) are embodied in the PDI-IHI Work Product; or (ii) are or
were used by PDI in connection with the PDI-IHI Work Product on or before the Effective Date.



g. PDI-IHI Agreements means (i) the agreements listed in EXHIBIT A and any amendments in any form thereto, to the extent such agreements and amendments were executed by IHI and
PDI (or by IHI and KKPD), and (ii) all other Business Relations or obligations between IHI and PDI (or between IHI and KKPD) with respect to any business arrangement whatsoever, whether oral or written, formed by the course of performance or dealing
between the Parties or customary industry practices. For the avoidance of doubt, the parties agree and acknowledge that this Agreement shall not be deemed to be a PDI-IHI Agreement.



h. PDI-IHI Work Productmeans any Intellectual Property
developed in connection with the PDI-IHI Agreements, or any products or services provided by or for either Party in connection with the PDI-IHI Agreements relating to flat panel display test, inspection, or repair systems.



i. Related Intellectual Property Rights means all
Intellectual Property Rights that are in any way related to the PDI-IHI Work Product other than (a) Listed Intellectual Property Rights and (b) Non-Listed Intellectual Property Rights.



2. TERMINATION OF PDI-IHI AGREEMENTS.PDI and IHI agree
that the PDI-IHI Agreements are hereby terminated as of the Effective Date. Except as set forth in this Agreement, and notwithstanding anything to the contrary in the PDI-IHI Agreements, neither Party shall have any further obligation or liability
to the other Party with respect to the PDI-IHI Agreements. In addition, PDI and IHI agree that, notwithstanding any survival or other similar clause included in any of the PDI-IHI Agreements, all provisions of the PDI-IHI Agreements are hereby
terminated and of no further force or effect. With respect to any PDI-IHI Agreements by and between IHI and KKPD (but to which PDI is not a party), PDI will cause KKPD to agree to the foregoing termination provisions.



3. INTELLECTUAL PROPERTY ASSIGNMENT
AND LICENSE



a. Assignment and License



(i)
Listed Intellectual Property Rights. To the extent IHI owns any right, title, or interest in the Listed Intellectual Property Rights, IHI hereby irrevocably and unconditionally assigns to PDI all right, title, and interest in and to all
Listed Intellectual Property Rights.



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|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
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(ii) Non-Listed Intellectual Property Rights. To the extent IHI owns any right,
title, or interest in the Non-Listed Intellectual Property Rights, IHI hereby irrevocably and unconditionally assigns to PDI all right, title, and interest in and to all Non-Listed Intellectual Property Rights. Upon IHIs discovery of any
Non-Listed Intellectual Property Rights not previously identified by the parties, IHI agrees to promptly notify PDI and to immediately take any and all such actions as may be necessary in order to perfect the foregoing assignment to PDI of such
Non-Listed Intellectual Property Rights.



(iii) Related Intellectual Property Rights. To the extent IHI holds any right, title, or interest in the Related Intellectual Property Rights, IHI hereby grants to PDI a nonexclusive, transferable, worldwide, perpetual, irrevocable,
fully-paid and royalty-free license to (1) use, reproduce, distribute, perform, display, modify, and create derivative works of any Intellectual Property in which Related Intellectual Property Rights are embodied; and (2) use, make, have made, sell,
offer for sale, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Related Intellectual Property Rights.



(iv) Clarification. For the avoidance of doubt, the parties agree and acknowledge that neither the
Listed Intellectual Property Rights, nor the Non-Listed Intellectual Property Rights, nor the Related Intellectual Property Rights shall include [Japan Patent Pub. No. JP2002-258234], which is jointly owned by IHI and Sharp Corporation, or the
United States patent counterpart application thereto (application no. 10/258,972).



b. Other Rights. If any Intellectual Property Rights, including moral rights, cannot (as a matter of law) be assigned by IHI to PDI as provided in Section 3(a), then (i) IHI unconditionally and
irrevocably waives the enforcement of such rights and all claims and causes of action of any kind against PDI with respect to such rights, and (ii) to the extent IHI cannot (as a matter of law) make such waiver, IHI unconditionally grants to PDI an
exclusive (even as to IHI), perpetual, irrevocable, worldwide, fully-paid license, with the right to sublicense through multiple levels of sublicensees, under any and all such rights (a) to reproduce, create derivative works of, distribute, publicly
perform, publicly display, digitally transmit, and otherwise use the PDI-IHI Work Product in any medium or format, whether now known or hereafter discovered, (b) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product
or service based on, embodying, incorporating, or derived from the PDI-IHI Work Product, and (c) to exercise any and all other present or future rights in the PDI-IHI Work Product.



c. Delivery. IHI shall deliver, within thirty (30) days of execution of this Agreement by the Parties, all forms of
Intellectual Property embodying Listed Intellectual Property Rights, whether or not embodied in any tangible form and including all tangible embodiments of the foregoing, such as instruction manuals, laboratory notebooks, prototypes, samples,
studies and summaries. To the extent that IHI is unable to deliver the foregoing within thirty (30) days of execution due to processing delays at the Japan Patent Office, then IHI will make such delivery as soon as practicable.



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|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
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3.



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d. Consideration. In consideration of the assignments and licenses of Intellectual Property Rights
set forth in this section, PDI will pay to IHI a total sum of five hundred thousand U.S. dollars (U.S. $500,000), within thirty (30) days after the Effective Date.



e. Grantback License. At any time after the Effective Date, IHI may submit written notice to PDI that it wishes to
receive a license to the PDI-IHI Work Product, whereupon PDI agrees that it will grant to IHI a nonexclusive, nontransferable, personal, paid-up license to use the PDI-IHI Work Product solely outside the Display Field, for a one-time license fee in
the sum of one U.S. dollar (U.S. $1). For purposes of this section, Display Field means the flat-panel display test, inspection, and repair industry, and all products, services, and applications related thereto.



4. FURTHER ASSURANCES



a. Cooperation and Assistance. IHI will, at PDIs request and
expense: (i) reasonably cooperate with and assist PDI, both during and after the term of this Agreement, in perfecting, maintaining, protecting, and enforcing PDIs rights in the PDI-IHI Work Product; and (ii) execute and deliver to PDI any
documents necessary or appropriate to perfect, maintain, protect, or enforce PDIs rights in the PDI-IHI Work Product or otherwise carry out the purpose of this Agreement. PDI will reimburse IHI for any reasonable out-of-pocket expenses
actually incurred by IHI in fulfilling its obligations under this Section 4(a). Without limiting the generality of the foregoing:



(i) Copyright Assignments. IHI will execute and deliver to PDI, at PDIs request, a copyright assignment in the form of
EXHIBIT C for any PDI-IHI Work Product subject to copyright protection.



(ii) Patent Assignments. IHI will execute and deliver to PDI, at PDIs request, a patent application assignment in the form of EXHIBIT D for any invention conceived or reduced to
practice by IHI in connection with the PDI-IHI Work Product for which PDI elects to file a patent application. At PDIs request, IHI will promptly record such assignment with the United States Patent and Trademark Office and Japan Patent
Office.



b. Power of Attorney. IHI hereby irrevocably
designates and appoints PDI and its duly authorized officers and agents as IHIs agent and attorney-in-fact to act for and on IHIs behalf to execute, deliver and file the documents specified above in Section 4(a) with the same
legal force and effect as if executed by IHI, if PDI is unable for any reason to secure IHIs signature on any document needed in connection with the actions described in Section 4(a). IHI acknowledges that this appointment is coupled
with an interest.



c. Intellectual Property Rights Held by
Affiliates. For purposes of this Agreement, Affiliate means any entity that controls, is controlled by, or is under common control with IHI, where control of an entity means ownership of more than fifty percent (50%) of
the equity interest in such entity. To the extent that all or part of the Listed Intellectual Property Rights, Non-Listed Intellectual Property Rights, or Related Intellectual Property Rights are held by IHIs Affiliates, IHI will promptly
cause such Affiliates to make all assignments and grant all licenses necessary for PDI to receive the same right, title, and interest that PDI would have received under this Agreement had IHI itself exclusively owned the Listed Intellectual Property
Rights, Non-Listed Intellectual Property Rights, and Related Intellectual Property Rights.



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|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
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5.[ * ] SALES AND SERVICE
CONDITIONS



a. Purchase
and Resale. From time to time, IHI will be entitled to purchase PDI systems from PDI for resale to [ * ] solely in fulfillment of [ * ] Purchase Orders. [ * ]Purchase Order means any purchase order for PDI
systems that is issued to IHI by [ * ]on or before March 31, 2005 for delivery in Japan, and which is approved by PDI. Except to the extent expressly set forth to the contrary in this Agreement, the purchase of PDI systems from PDI by IHI
will be subject to PDIs then-current standard terms and conditions of sale. Under no circumstances will IHI purport to create any binding obligations on behalf of PDI to [ * ]or any other third party.



b. Pricing. PDI will offer to IHI pricing for PDI systems set forth on
PDIs then-current international reseller price list applicable to [ * ], less a [ * ]discount. IHI will determine the pricing to be offered to [ * ] in its sole discretion without consultations with PDI.



c. Payment Terms.IHI will pay the purchase price for PDI systems
purchased hereunder in two separate increments: (i) [ * ]of the purchase price upon shipment of the PDI system on an F.O.B. PDI plant basis (or in accordance with such other shipment terms as the parties may agree upon in writing); and (ii)
[ * ]within thirty (30) days after acceptance of the PDI system by [ * ].



d. Post-Sales Support. PDI will be responsible for all activities related to the delivery, installation, and service of systems sold to [ * ] by IHI. IHI will provide reasonable assistance to PDI in
performing such activities.



6. SPARE PARTS
INVENTORY



a.
Transfer. Within ten (10) days after the Effective Date, IHI will irrevocably transfer to KKPD both physical possession of and legal title to all of IHIs inventory of PDI-related spare parts and systems. IHI represents and warrants that
a true and complete list of all such spare parts and systems is attached hereto as EXHIBIT E.



b. Consideration. In consideration of the transfer of spare parts and systems set forth above, PDI will pay to IHI a total sum of six hundred
thousand U.S. dollars (U.S. $600,000) immediately upon the completion of such transfer.



7. SETTLEMENT OF RMA



a. RMA Items. The parties agree and acknowledge that PDI is currently in possession of certain under-warranty components and materials that were tendered into PDIs possession for RMA servicing but are owned by IHI (RMA
Items). IHI represents and warrants that a true and complete itemized list of all RMA Items, along with the book value of each such RMA Item, is attached hereto as EXHIBIT F.



b. Transfer. IHI hereby irrevocably transfers and assigns all right,
title, and interest in and to the RMA Items to PDI.



c.
Reimbursement. Within thirty (30) days after the Effective Date, PDI will reimburse IHI for the total book value of all RMA Items transferred to PDI under this SECTION 7. The Parties expect that the total book value of
all such RMA Items will be approximately three hundred seventy eight thousand U.S. dollars (U.S. $378,000).



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|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
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8. OBLIGATIONS TO CUSTOMERS



a. PDI Integration, Support, and Maintenance. PDI will be responsible
for providing all business and technical functions for the sale of all PDI-manufactured products and services in Japan, as such functions are managed and defined by PDI in its sole discretion, which may include but are not limited to sales and
marketing, integration services, installation, training, support, repair, maintenance, and warranty services to all customers in Japan. Notwithstanding anything to the contrary herein, the Parties agree and acknowledge that PDI may perform services
for the benefit of IHIs existing customers under this Agreement, but (i) will not assume any of IHIs contractual obligations to such customers; and (ii) will not be directly liable to such customers for performance of IHIs
obligations to such customers. Notwithstanding the foregoing, the terms of this section shall not apply to PDI systems that are sold to [ * ] in accordance with SECTION 5 ([ * ] SALES AND
SERVICE CONDITIONS) above.



b. IHI Obligations. IHI will cooperate with PDI to execute a reasonable customer transition plan designed to transfer to PDI all information in IHIs possession that may be relevant to PDIs performance of business and
technical functions for customers in Japan, including without limitation records regarding IHI customers who have previously purchased PDI systems, installed configurations, support history, and information regarding IHIs formal and informal
support practices for PDI systems in Japan. In order to further facilitate the transition, IHI will also supply to PDI a list of any and all outstanding warranty, support, and other commitments and contractual obligations, whether written or
unwritten, that IHI has to its customers as of the Effective Date. Time is of the essence in the performance of IHIs obligations under this Agreement.



c. Contractor Personnel. For a period of two (2) years after the Effective Date, and to the extent requested by PDI and/or KKPD, IHI will make
available four (4) qualified engineers to KKPD, on a full-time basis for the requested duration, to assist PDI and KKPD in performing business and technical functions (including training) related to PDI-manufactured products and services in Japan.
KKPD will bear the costs of compensating such engineers during the period of time that they are assigned to KKPD. The foregoing arrangement will be governed by the terms and conditions of a separate independent contractor agreement.



d. Outstanding ATP. IHI will provide PDI with all assistance
reasonably necessary for PDI to manage and facilitate customer acceptance of PDI systems that both (i) were previously sold by IHI, but (ii) were not yet accepted by the customer as of the Effective Date. To the extent that IHI receives any payments
from its customers in connection with the acceptance of such PDI systems (Acceptance Payments), IHI will promptly remit all such Acceptance Payments to PDI. PDI will be entitled to retain any Acceptance Payments paid directly to PDI by
such customers.



9.
RELEASE.Each Party hereby forever generally and completely releases and discharges the other Party and its servants, agents, directors, officers, employees affiliates, predecessors,
successors-in-interest, assigns, and all others, of and from any and all claims and demands of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, and in particular of and from
all claims and demands of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, for damages actual and consequential, past, present and future, arising out of or in any way related to their Business
Relations at any time prior to the



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|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
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date hereof. It is understood and agreed that this is a full, complete and final general release of any and all claims
described as aforesaid, and each Party agrees that it shall apply to all unknown, unanticipated, unsuspected and undisclosed claims, demands, liabilities, actions or causes of action, in law, equity or otherwise, as well as those which are now
known, anticipated, suspected or disclosed. This release is not intended to affect either Partys rights or obligations under the provisions in this Agreement



a. Dismissal of Claims.Each Party hereby authorizes a dismissal with prejudice of any and all causes of action now
or hereafter brought by it and arising out of or related to any matter released herein to be entered on its behalf without further notice by any other Party hereto. Each Party hereby acknowledges and agrees that, as of the Effective Date of this
Agreement, there are no existing causes of action arising out of or related to any matter released herein.



b. Section 1542.Each Party has been fully advised by its respective attorney of the contents of section 1542 of the Civil Code of the State of
California, and these provisions and the benefits thereof are hereby expressly waived. Section 1542 reads as follows:



Section 1542. (General Release - Claims Extinguished.) A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.



The Parties further waive and release all rights and benefits under any similar law or legal principle of any jurisdiction
with respect to the waiver or release of unknown and unsuspected claims granted in this Agreement.



10.REPRESENTATIONS AND WARRANTIES.Each Party represents and warrants that it is fully entitled and duly authorized to enter
into and perform this Agreement without the consent of any third party, including the right to grant all licenses granted by IHI hereunder, and to transfer good legal title to all equipment, components, and materials transferred by IHI hereunder. In
addition, IHI represents and warrants that: (a) all information supplied by IHI to PDI in accordance with Section 8(b), including without limitation the list of commitments and contractual obligations to be delivered to PDI thereunder, is true,
complete, and accurate; (b) the Intellectual Property Rights, equipment, components, and materials assigned, licensed, or transferred herein are not subject to any restriction, mortgage, lien, claim, pledge, security interest, or encumbrance; (c)
IHI has not and will not grant, directly or indirectly, any right or interest in Intellectual Property Rights to any other person, other than non-exclusive end-user licenses included in the sale of products to its customers prior to the Effective
Date of this Agreement; (d) IHI will refrain from any activity, and will not enter into any agreement or make any commitment, that is inconsistent or incompatible with IHIs obligations under this Agreement and IHI is not subject to any
contract or duty that would be breached by IHIs entering into or performing its obligations under this Agreement or that is otherwise inconsistent with this Agreement; (e) no technology licensed or obtained by IHI from third parties has been
incorporated into the Intellectual Property Rights assigned by IHI to PDI; (f) the use by PDI of the Intellectual Property Rights assigned or licensed under this Agreement will not result in the misappropriation or infringement of any copyrights,
exclusive exploitation rights, moral rights, and mask work rights, any trademark, service mark and trade name rights and similar rights, any trade secret rights, any patent and industrial property rights, any other proprietary rights in Intellectual
Property of every kind and nature arising under the laws of any jurisdiction, and any rights in or relating to registrations, renewals, extensions, continuations, continuations-in-part, combinations, divisions, and reissues thereof, and applications
therefor; and (g) to



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|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
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the best of IHIs knowledge, the Intellectual Property Rights actually assigned or licensed to PDI under Section
3(a)constitute all Intellectual Property Rights related to the PDI-IHI Work Product and are sufficient for PDI to conduct business arrangements similar to the Business Relations in substantially the same manner that IHI conducted the Business
Relations prior to the Effective Date.



11.TERM AND TERMINATION



a. Term.The term of this Agreement will commence on the Effective Date and will continue indefinitely, unless earlier terminated in accordance with this SECTION 11 (TERM
AND TERMINATION).



b.
Termination. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of notice of breach from the non-breaching
party.



c. Effect of Termination. In the
event of any termination of this Agreement, SECTIONS 1 (DEFINITIONS), 2 (TERMINATION OF PDI-IHI AGREEMENTS), 3 (INTELLECTUAL PROPERTY
ASSIGNMENT AND LICENSE), 4 (FURTHER ASSURANCES), 9 (RELEASE), 10 (REPRESENTATIONS AND WARRANTIES), 11(c) (Effect
of Termination), 12 (INDEMNITY), 13 (CONFIDENTIALITY), and 14 (GENERAL PROVISIONS), and the Exhibits referenced therein will survive such termination in perpetuity.



12.INDEMNITY.Each
Party will indemnify and hold harmless the other Party and its affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys and expert witnesses costs and
fees) arising from or relating to any breach of any representation or warranty of the indemnifying Party in this Agreement. In the event of any third-party claim, demand, suit, or action (a Claim) for which the indemnified Party (or any
of its affiliates, employees, or agents) is or may be entitled to indemnification hereunder, may, at its option, require the indemnifying Party to defend such Claim at the indemnifying Partys sole expense. The indemnifying Party may not agree
to settle any such Claim without the indemnified Partys express prior written consent.



13.CONFIDENTIALITY



a. Confidential Information. To further the purposes of this Agreement, and in consideration of the disclosure of Confidential Information, each
Party agrees to comply with the terms hereof regarding confidentiality of information. Each Party agrees to use the Confidential Information solely for the purposes expressly permitted in this Agreement. Neither Party shall disclose the Confidential
Information to any person except to employees and authorized contractors of each Party (that have executed confidentiality agreements with each Party that are at least as protective of the other Party as the confidentiality obligations herein) who
have a need to know. Without limiting the foregoing, each Party will use at least the same degree of care that it uses to prevent the disclosure of its own confidential information of like importance, but no less than reasonable care. The foregoing
obligation of confidentiality will not apply to information that the receiving Party can demonstrate, with clear and convincing evidence (i) was at the time of disclosure by the disclosing Party to the receiving Party generally known to the public;
(ii) is publicly disclosed (without obligation of confidentiality) by the disclosing Party subsequent to disclosure to the receiving Party; or (iii) is independently developed by the receiving Party or third parties without use of or reference to
the Confidential Information.



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|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
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b. Confidentiality of Agreement. Neither Party will disclose any terms or the existence of this
Agreement to anyone other than its attorneys, accountants, and other professional advisors under a duty of confidentiality except (a) as required by law; (b) pursuant to a mutually agreeable press release; (c) in connection with a proposed merger,
financing, or sale of such Partys business (provided that any third party to whom the terms of this Agreement are to be disclosed signs a confidentiality agreement with such Party that is at least as protective of the other Party as the
confidentiality obligations herein); or (d) upon mutual agreement.



14.GENERAL PROVISIONS



a. Entire Agreement.This Agreement (together with the signature page, and Exhibits attached hereto), constitutes the entire agreement between the Parties with respect to the subject matter hereof, and
supersedes all prior agreements, express or implied, made between the Parties, relating to the subject matter hereof. All amendments to this Agreement shall be in writing and signed by authorized representatives of the Parties. This Agreement is
executed without reliance upon any promise, warranty or representation by any Party or any representative of any Party other than those expressly contained herein, and each Party has carefully read this Agreement, has been advised of its meaning and
consequences by its respective attorney, and signs the same of its own free will. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



b. Waiver; Severability.Any waiver
or failure to enforce any provision of this Agreement will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted
to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.



c. Assignment.Neither Party shall assign or transfer, directly or indirectly, by operation of law or otherwise, this
Agreement or its rights and obligations hereunder without the prior written consent of the other Party, except that PDI may assign this Agreement (and assign any rights and delegate any duties hereunder) without consent of IHI (i) in connection with
a merger, reorganization, or sale of all or substantially all of its business or assets; (ii) in connection with a change in the persons or entities who control PDI; or (iii) to KKPD or any other affiliate of PDI. This Agreement shall bind the
heirs, personal representatives, successors and assigns of each Party, and inure to the benefit of each Party, its agents, directors, officers, employees, servants, successors and assigns.



d. Governing Law.This Agreement shall be governed by and construed
according to the laws of the State of California without giving effect to any conflicts of law principles that would require the application of the laws of any other state. The United Nations Convention on Contracts for the International Sale of
Goods does not apply to this Agreement.



e.
Arbitration. Any claim, dispute, or controversy of whatever nature arising from this Agreement shall be settled by final and binding arbitration in accordance with the Rules of Conciliation and Arbitration of the International Chamber of
Commerce. The provisions of California Code of Civil Procedure sections 1283.05 and 1283.1 or their successor sections are incorporated in and made a part of this Agreement. Depositions may be taken and full discovery may be obtained in any
arbitration commenced under this provision. The place of arbitration shall be in Hong Kong. The language of the arbitration shall be English.



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|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9.



---

(i) Arbitrators. The arbitration tribunal shall consist of three (3) arbitrators.
Each party shall be entitled to nominate one arbitrator and those two arbitrators shall select the third arbitrator, who shall serve as the chairperson of the tribunal. If the two party-nominated arbitrators are unable to agree upon the third
arbitrator, then such arbitrator shall be selected by the president of the arbitration court of the International Chamber of Commerce. Each arbitrator shall have at least five (5) years of business or legal experience relating to the flat panel
display industry and shall not have not any interest in any party nor have been employed, whether as an employee or consultant, by either party.



(ii) Award. The arbitral award shall be given within three (3) months from the constitution of the arbitration tribunal, or from
the substitution of an arbitrator. The arbitral shall be final and binding upon both parties and shall be enforceable in accordance with its terms. The parties waive any right to appeal. Judgment on the award rendered by the arbitrators may be
entered into in any court having jurisdiction thereof.



(iii) Costs. The cost of the arbitration, including a reasonable allowance for reasonable attorneys fees and expenses, shall be borne by the losing party or as otherwise specified in the ruling of the arbitration tribunal.



(iv) Enforcement.Notwithstanding the
provisions of this Section 14(e), each party retains and shall have the right to bring a legal action: (a) to seek equitable or other relief to enforce its Intellectual Property Rights, (b) to compel arbitration under this Agreement; (c) to
obtain interim measures of protection prior to institution of pending arbitration and any such action shall not be construed as a waiver of the arbitration proceedings by the parties; and (d) to enforce any decision of the arbitrator, including a
final award. In case the parties seek such judicial assistance, the federal or state courts located in Santa Clara County, California, shall have jurisdiction.



f. Attorneys Fees.Each Party to this Agreement will bear its own costs, expenses, and attorneys fees, whether taxable or otherwise,
incurred in or arising out of or in any way related to the matters released herein, except as is otherwise specifically provided herein.



f. Notices. Each Party must deliver all notices, consents, and approvals required or permitted under this Agreement in writing to the other Party
at the address listed on the signature page by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized overnight carrier. Notice will be effective upon receipt or refusal of delivery.
Each Party may change its address for receipt of notice by giving notice of such change to the other Party.



---

|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10.



---

IN WITNESS WHEREOF, the Parties have duly authorized
and caused this Agreement to be executed at their respective addresses, as of the Effective Date.



PDI :Photon Dynamics, Inc.By:

/s/ RICHARD OKUMOTOName:

Richard OkumotoTitle:

CFOAddress:IHI :Ishikawajima-Harima Heavy Industries Co.,LtdBy:

/s/ YASUO SHINOHARAName:

Yasuo ShinoharaTitle:

Board Director and Managing Executive Officer President of Energy & Plant OperationsAddress:

2-1, Ohtemachi 2-Chome,Chiyoda-ku, Tokyo, JAPAN




---

|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11.



---

EXHIBIT A  PDI-IHI AGREEMENTS



|1. | PDI-IHI Confidentiality Agreement, dated March 28, 1990.
|-- | --------------------------------------------------------



|2. | Agreement, dated December 6, 1990, related to engineering prototype development (EPD Agreement), and Second Addendum to EPD Agreement, dated December 20, 1991. A
copy of the First Addendum to EPD Agreement is missing.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | License Agreement, dated June 1, 1992 (License Agreement).
|-- | ------------------------------------------------------------



|4. | Addendum to License Agreement, dated November 17, 1993.
|-- | -------------------------------------------------------



|5. | Phase I Development Agreement for MPS Conversion, dated September 30, 1997, and related Statement of Work.
|-- | ----------------------------------------------------------------------------------------------------------



|6. | Phase II Development Agreement for MPS Conversion, dated December 9, 1997, and related Statements of Work.
|-- | ----------------------------------------------------------------------------------------------------------



|7. | Development Agreement for ArrayChecker Software Merge, dated January 8, 1999.
|-- | -----------------------------------------------------------------------------



|8. | Development Agreement for Matsushita ILW Software, dated May 26, 1999.
|-- | ----------------------------------------------------------------------



|9. | Development Agreement for Sharp Mie Fab #2 Customizations, dated May 26, 1999.
|-- | ------------------------------------------------------------------------------



|10. | Commercialization Agreement, dated June 1, 1992 (Commercialization Agreement).
|--- | --------------------------------------------------------------------------------



|11. | First Amendment to Commercialization Agreement, dated November 17, 1993.
|--- | ------------------------------------------------------------------------



|12. | Sales Agent Agreement, dated June 12, 1992, by and among PDI, K.K. Photon Dynamics and IHI (Sales Agent Agreement).
|--- | ---------------------------------------------------------------------------------------------------------------------



|13. | First Amendment to Sales Agent Agreement, dated November 17, 1993, by and among PDI, K.K. Photon Dynamics and IHI.
|--- | ------------------------------------------------------------------------------------------------------------------



|14. | Modification agreement to Sales Agent Agreement, dated January 1, 1995 (unsigned copy).
|--- | ---------------------------------------------------------------------------------------



|15. | Japan Customization Development Agreement, dated April 28, 1995 (Japan Customization Development Agreement).
|--- | --------------------------------------------------------------------------------------------------------------



|16. | Addendum to Japan Customization Development Agreement, dated September 30, 1997.
|--- | --------------------------------------------------------------------------------



|17. | Memorandum of Understanding, dated September 14, 1994, and related agreement.
|--- | -----------------------------------------------------------------------------



|18. | IPT-1-E Product Development IHI-PDI Contract, dated August 22, 1994.
|--- | --------------------------------------------------------------------



|19. | Software Development Contract, dated October 19, 1994 (unsigned copy).
|--- | ----------------------------------------------------------------------



|20. | Memorandum of Understanding, dated June 1, 1997, by and among PDI, K.K. Photon Dynamics and IHI (MOU), and ancillary agreements related thereto.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------



---

|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.



---

|21. | MOU-Revised, dated December 9, 1998, by and among PDI, K.K. Photon Dynamics and IHI.
|--- | ------------------------------------------------------------------------------------



|22. | MOU-Extension, dated April 1, 1999, by and among PDI, K.K. Photon Dynamics and IHI.
|--- | -----------------------------------------------------------------------------------



|23. | High Magnification VIOS Development Agreement, dated December 4, 1996 (unsigned copy).
|--- | --------------------------------------------------------------------------------------



|24. | Memoranda of Agreement and related correspondence regarding the Volume Purchase Agreement, dated as of December 24, 1997.
|--- | -------------------------------------------------------------------------------------------------------------------------



|25. | Letter Agreement, dated December 19, 1998, regarding ArraySaver Technology Transfer.
|--- | ------------------------------------------------------------------------------------



---

|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.



---

EXHIBIT B  INTELLECTUAL PROPERTY



|    |  |             |  |                                                                                                           |  |          
|--- |  | ----------- |  | --------------------------------------------------------------------------------------------------------- |  | ---------
|No. |  | Appli. No.  |  | Title                                                                                                     |  | Pat. No. 
|    |  |             | 
|1.  |  | JP04-242398 |  | APPARATUS FOR INSPECTING ACTIVE MATRIX LIQUID CRYSTAL BOARD AND ELECTRO-OPTICAL ELEMENT FOR THE APPARATUS |  | 3273973  
|2.  |  | JP04-242369 |  | APPARATUS FOR INSPECTING LIQUID CRYSTAL DISPLAY PANEL BOARD                                               |  | 3273971  
|3.  |  | JP04-242370 |  | INSPECTION METHOD FOR LIQUID CRYSTAL DISPLAY PANEL BOARD                                                  |  | 3199480  
|4.  |  | JP04-242371 |  | APPARATUS FOR INSPECTING LIQUID CRYSTAL DISPLAY BOARD                                                     |  | 3199481  
|5.  |  | JP04-242372 |  | INSPECTION EQUIPMENT FOR LIQUID CRYSTAL PANEL                                                             |  | 3126233  
|6.  |  | JP04-241043 |  | INSPECTION EQUIPMENT FOR LIQUID CRYSTAL PANEL                                                             |  | 3273970  
|7.  |  | JP04-242373 |  | METHOD FOR INSPECTING LIQUID CRYSTAL DISPLAY BOARD                                                        |  | 3273972  
|8.  |  | JP04-192785 |  | METHOD FOR INSPECTING ACTIVE MATRIX LIQUID CRYSTAL DISPLAY                                                |  | 3275103  
|9.  |  | JP07-201179 |  | INSPECTION METHOD FOR LIQUID CRYSTAL DRIVING BOARD                                                        |  | 3479170  
|10. |  | [ * ]       |  | [ * ]                                                                                                     |  | (pending)
|11. |  | JP07-201181 |  | INSPECTION METHOD FOR LIQUID CRYSTAL DRIVING BOARD                                                        |  | 3479170  
|12. |  | [ * ]       |  | [ * ]                                                                                                     |  | (pending)
|13. |  | [ * ]       |  | [ * ]                                                                                                     |  | (pending)
|14. |  | [ * ]       |  | [ * ]                                                                                                     |  | (pending)
|15. |  | [ * ]       |  | [ * ]                                                                                                     |  | (pending)



---

|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.



---

EXHIBIT C



ASSIGNMENT OF COPYRIGHT



[Will require review by Japanese counsel to cover requirements under Japanese law]



For good and valuable consideration which has been received, the undersigned sells, assigns
and transfers to Photon Dynamics, Inc., and its successors and assigns, the copyright in and to the following work, which was created by the following indicated author(s):



|           |  | 
|---------- |  | 
|Title:     |  | 
|           | 
|Author(s): |  | 



Copyright Office Identification No.
(if any):



and all of the right, title and interest of the undersigned, vested
and contingent, therein and thereto.



Executed this
 day of ,
20.



Signature:Printed Name:




---

|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.



---

EXHIBIT D



ASSIGNMENT OF PATENT APPLICATIONS



[Will require review by Japanese counsel to cover requirements under Japanese law]



|                      |  |  |  |                                               |  |              |  | 
|--------------------- |  |  |  | --------------------------------------------- |  | ------------ |  | 
|Photon Dynamics, Inc. |  |  |  | Ishikawajima-Harima Heavy Industries Co. Ltd.
|                      |  |  |  |                                              
|Name:                 |  |  |  |                                               |  | Name:        |  | 
|                      |  |  |  |                                              
|Entity Type:          |  |  |  |                                               |  | Entity Type: |  | 
|                      |  |  |  |                                              
|Address:              |  |  |  |                                               |  | Address:     |  | 
|                      |  |  |  |                                               |  |              |  | 
|                      |  |  |  |                                              
|                      |  |  |  |                                               |  |              |  | 
|                      |  |  |  |                                              
|                      |  |  |  |                                               |  |              |  | 
|                      |  |  |  |                                              



Whereas the person or
entity identified as Ishikawajima-Harima Heavy Industries Co. Ltd. above (IHI) owns all right, title, and interest in and to the U.S. patent applications listed in Schedule D-1 (the Patent Applications); and



Whereas the entity identified as Photon Dynamics, Inc. above
(PDI) desires to acquire IHIs entire right, title, and interest in and to the Patent Applications, and in and to the inventions disclosed in the Patent Applications, and to the Future Patents (as hereinafter defined);



Now therefore, for and in consideration of one dollar ($1.00)
payable upon demand and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, IHI does hereby sell, assign, and transfer to PDI and its successors, assigns, and legal representatives, all right, title,
and interest in and to the Patent Applications, and to all future patents which may be granted therefor throughout the world, and all divisions, reissues, reexaminations, substitutions, continuations, continuations-in-part, utility conversions, and
extensions thereof (collectively, Future Patents), together with all claims, causes of action, and damages for past infringement, if any, of said Patent Applications and Future Patents; and IHI hereby authorizes and requests the
United States Patent and Trademark Office and other patent offices throughout the world to issue all Future Patents resulting therefrom (insofar as IHIs interest is concerned) to PDI.



IHI also hereby sells, assigns, and transfers to PDI and its successors,
assigns, and legal representatives all right, title, and interest to the inventions disclosed in the Patent Applications and Future Patents throughout the world, including the right to file applications for and obtain patents, utility models, and
industrial models, and designs for such inventions in PDIs own name throughout the world including all rights of priority, all rights to publish cautionary notices reserving ownership of such inventions, and all rights to register such
inventions in appropriate registries; and IHI further agrees to execute any and all powers of attorney, applications, assignments, declarations, affidavits, and any other papers in connection therewith reasonably necessary to perfect such right,
title, and interest in PDI and its successors, assigns, and legal representatives.



---

|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.



---

In witness whereof, IHI has caused this instrument to be executed by its duly authorized corporate officer, effective
this  day of ,
200.



IHIBy:Name:Title:




---

|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.



---

Schedule D-1



Patent Applications



|                |  |       |  |            
|--------------- |  | ----- |  | -----------
|APPLICATION NO. |  | TITLE |  | FILING DATE



---

|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.



---

EXHIBIT E



SPARE PARTS INVENTORY



|     |    |     |        |           |                |          |                                                |                                   |    |      
|---- | -- | --- | ------ | --------- | -------------- | -------- | ---------------------------------------------- | --------------------------------- | -- | -----
|     |    | No. |        | Part Code |                | Part No  |                                                | Part Name                         |    | Stock
|0379 |    | 1   |        | 12010     |                | #015238  |                                                | BEARING AIR 2                     |    | 2    
|     | 2  |     | 12011  |           | #015239        |          | BEARING AIR 13/8                               |                                   | 2 
|     | 3  |     | 12012  |           | 170B 210       |          | ROLLER                                         |                                   | 3 
|     | 4  |     | 17003  |           | #004547        |          | O-RING.737ID X .103W VITON                     |                                   | 10
|     | 5  |     | 17005  |           | #017297        |          | O-RING VACUUM PAD 1864X0.070 SL                |                                   | 14
|     | 6  |     | 19001  |           | #017231        |          | INSERT 1 MODULATOR INTERFACE MPS               |                                   | 4 
|     | 7  |     | 19002  |           | #017232        |          | INSERT 2 MODULATOR INTERFACE MPS               |                                   | 4 
|     | 8  |     | 19003  |           | #017233        |          | INSERT 3 MODULATOR INTERFACE MPS               |                                   | 4 
|     | 9  |     | 19004  |           | #023116        |          | PIN MODULATOR MPS/MPSE4                        |                                   | 9 
|     | 10 |     | 33009  |           | #005672        |          | SOLENOID VALVE FOR IPT-MPS                     |                                   | 2 
|0380 |    | 11  |        | 33011     |                | #011597  |                                                | BLANK VALVE W/MANIFOLD SPECIAL    |    | 1    
|     | 12 |     | 33012  |           | #019796        |          | SOLENOID SNGL UNIT MANIFOLD                    |                                   | 6 
|     | 13 |     | 33013  |           | M401-37-43-261 |          | SUBBASE ASSEMBLY 43-261 GASKET                 |                                   | 28
|     | 14 |     | 33014  |           | M401-37-1-258  |          | SUBBASE, SOLENOID VALVE                        |                                   | 1 
|     | 15 |     | 39003  |           | #015765        |          | GAUGE PRESSRE DUAL SCALE 0-100 PSI PNL         |                                   | 4 
|     | 16 |     | 59006  |           | E16D6.0U       |          | AIR SYLINDER, COUNTER BALANCE, AC2K (E16D6.0U) |                                   | 12
|     | 17 |     | 469004 |           | 170B596-7      |          | PIN, PF POSITION HOLD(MPS)                     |                                   | 2 
|     | 18 |     | 627003 |           | #011100-U      |          | ASSY VIOS MPS                                  |                                   | 1 
|     | 19 |     | 627004 |           | #011200-U      |          | ASSY AOS MPS                                   |                                   | 1 
|     | 20 |     | 627038 |           | #017113        |          | ASSY OPTICAL MANIFOLD                          |                                   | 1 
|0381 |    | 21  |        | 627040    |                | 080B-017 |                                                | PLATE, SPACIAL RESOLUTION PATTERN |    | 1    
|     | 22 |     | 627048 |           | #011100B       |          | ASSY VIOS MPS                                  |                                   | 1 
|     | 23 |     | 627052 |           | 080B-018A      |          | PLATE, SPACIAL RESOLUTION PATTERN              |                                   | 4 
|     | 24 |     | 719032 |           | #012236        |          | CABLE MHCA-J6 TO PDN-J6                        |                                   | 1 
|     | 25 |     | 719033 |           | #012237        |          | CABLE MHCA J8 TO PDN-J8                        |                                   | 1 
|     | 26 |     | 719043 |           | #011934        |          | CABLE HV BIAS VM-OPT MANI                      |                                   | 1 
|     | 27 |     | 719045 |           | #012412        |          | CABLE LED DRV OPT MAN/TO LED                   |                                   | 1 
|     | 28 |     | 719056 |           | 71719-25       |          | CABLE HALL EFFECT EXTENDER X&Y AXES            |                                   | 1 
|     | 29 |     | 719057 |           | 71725-13-21    |          | CABLE ENCODER/LIMIT EXTENDER Z1 AXIS           |                                   | 1 
|     | 30 |     | 719058 |           | 72754          |          | CABLE PLUS/DIRECTION OUTPUT                    |                                   | 1 
|0382 |    | 31  |        | 719063    |                | 71724-23 |                                                | CABLE STEPPER MOTORS              |    | 2    
|     | 32 |     | 719064 |           | 71718-25       |          | CABLE MOTOR EXTENDOR X&Y AXES                  |                                   | 1 
|     | 33 |     | 719065 |           | 71720-16-25    |          | CABLE ENCORDER/LIMIT EXTENDER X-AXIS           |                                   | 1 
|     | 34 |     | 719066 |           | 71726-19-21    |          | CABLE ENCODER/LIMIT EXTENDER Z2AXIS            |                                   | 1 
|     | 35 |     | 719067 |           | 72824-14-25    |          | CABLE ENCODER/LIMIT EXTENDER YAXIS             |                                   | 1 
|     | 36 |     | 719068 |           | #017081        |          | CBL ASSY VIDEO AOS CAM-VME/FPNL MPS III        |                                   | 1 



---

|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.



---

|     |    |     |        |           |                 |           |                                                         |                                        |    |      
|---- | -- | --- | ------ | --------- | --------------- | --------- | ------------------------------------------------------- | -------------------------------------- | -- | -----
|     |    | No. |        | Part Code |                 | Part No   |                                                         | Part Name                              |    | Stock
|     |    | 37  |        | 719069    |                 | #017091-A |                                                         | CBL ASSY VID RGB/SYNC I/F PNL-APS DW   |    | 1    
|     | 38 |     | 719070 |           | #017341         |           | ASSY CBL DATACUBE MV250 PR2C-LP2A                       |                                        | 2 
|     | 39 |     | 719071 |           | #017342         |           | ASSY CBL DATACUBE MV250 LP2C-PR2A                       |                                        | 2 
|     | 40 |     | 719072 |           | #017595         |           | ASSY CBL MOLDED RGB VID SW-DATACUBE                     |                                        | 2 
|0383 |    | 41  |        | 719073    |                 | #017596   |                                                         | CBL LEFT SMD DATA CAM-I/F MPSE4        |    | 1    
|     | 42 |     | 719074 |           | #017598         |           | CBL RIGHT SMD DATA CAM-I/F MPSE4                        |                                        | 1 
|     | 43 |     | 719075 |           | #017617         |           | CBL ASSY SMD DATA R-CIB TO R-250 MPSE4                  |                                        | 2 
|     | 44 |     | 719076 |           | #017618         |           | CBL ASSY SMD DATA L-CIB TO L-250 MPSE4                  |                                        | 2 
|     | 45 |     | 719077 |           | #017338         |           | CBL ASSY DATACUBE MV250 P34 MPSIII                      |                                        | 2 
|     | 46 |     | 719078 |           | #017339         |           | CBL ASSY DATACUBE MV250 P657-P1098                      |                                        | 2 
|     | 47 |     | 719095 |           | #015468A        |           | CON AUTO GAP CNTL (6 FT)                                |                                        | 3 
|     | 48 |     | 719096 |           | #012412A        |           | CABLE LED DRV OPT MAN/TO LED (6FT)                      |                                        | 3 
|     | 49 |     | 727008 |           | JC12V-50W       |           | LAMP, AOS                                               |                                        | 6 
|     | 50 |     | 727009 |           | ML6848          |           | MICRO LAMPS ML6848                                      |                                        | 90
|0384 |    | 51  |        | 727010    |                 | #003805   |                                                         | LAMP INCANDESCENT 24V 5W               |    | 13   
|     | 52 |     | 727011 |           | #003917         |           | LAMP HALOGEN 21V 150W                                   |                                        | 6 
|     | 53 |     | 727012 |           | #012828         |           | LAMP 120V .025A MINATURE                                |                                        | 11
|     | 54 |     | 727013 |           | #012834         |           | LAMP INCADESCENT 28VAC                                  |                                        | 27
|     | 55 |     | 727014 |           | #013077         |           | LAMP 28VAC .04A INCADESCENT                             |                                        | 24
|     | 56 |     | 737016 |           | DC 6150         |           | DATA CARTRIDGE, QIC-150                                 |                                        | 19
|     | 57 |     | 737022 |           | AIM7534A/X132M  |           | MEMORY MODULE, 32MB(32MB SIMMX1),SPARC5                 |                                        | 13
|     | 58 |     | 737023 |           | M-PVC           |           | POWER VIDEO SBUS HIGH PERFORMANCE VIDEO GRAPHICS SYSTEM |                                        | 5 
|     | 59 |     | 737028 |           | MAGNUS 2.5D     |           | DATA CARTRIDGE, QIC-2.5G                                |                                        | 14
|     | 60 |     | 737031 |           | S5TX1-110-32P46 |           | SPARC STATION 5                                         |                                        | 3 
|0385 |    | 61  |        | 737033    |                 | X5229A    |                                                         | SUN X5229A(9GB/SCA) with MOUNT(SPARC5) |    | 2    
|     | 62 |     | 737034 |           | SPARC STATION 5 |           | TURBO SPARC(170)/64/4.2G/TGX                            |                                        | 4 
|     | 63 |     | 737035 |           | 4.2GB           |           | HARD DISK DRIVE, 4.2GB, SPARC5                          |                                        | 4 
|     | 64 |     | 737037 |           | ADS-256MUXV5    |           | MEMORY MODULE, ULTRA10                                  |                                        | 4 
|     | 65 |     | 737039 |           | #011281-U       |           | KIT SPARC STATION 5 MPS                                 |                                        | 1 
|     | 66 |     | 737040 |           | #012788-U       |           | ASSY DRAWER TAPE DRIVE-MPS                              |                                        | 1 
|     | 67 |     | 737041 |           | SS5/HDD-U       |           | HARD DISK, SPARC5                                       |                                        | 3 
|     | 68 |     | 737050 |           | DG2-120M        |           | DDS DATA CARTRIDGE                                      |                                        | 14
|0386 |    | 69  |        | 737311    |                 | ULTRA10-B |                                                         | ULTRA10                                |    | 1    
|     | 70 |     | 737313 |           | ULTRA10-D       |           | ULTRA10                                                 |                                        | 1 
|     | 71 |     | 737410 |           | PCI-A           |           | PCI-VME BUS ADAPTER                                     |                                        | 1 
|     | 72 |     | 737411 |           | PCI-B           |           | PCI-VME BUS ADAPTER                                     |                                        | 1 
|     | 73 |     | 737412 |           | PCI-C           |           | PCI-VME BUS ADAPTER                                     |                                        | 1 
|     | 74 |     | 737413 |           | PCI-D           |           | PCI-VME BUS ADAPTER                                     |                                        | 1 
|     | 75 |     | 737510 |           | VIGRAVISION-A   |           | VIGRAVISION                                             |                                        | 1 



---

|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.



---

|            |     |     |        |           |                 |               |                                                           |                                |   |      
|----------- | --- | --- | ------ | --------- | --------------- | ------------- | --------------------------------------------------------- | ------------------------------ | - | -----
|            |     | No. |        | Part Code |                 | Part No       |                                                           | Part Name                      |   | Stock
|            |     | 76  |        | 737511    |                 | VIGRAVISION-B |                                                           | VIGRAVISION                    |   | 1    
|            | 77  |     | 737512 |           | VIGRAVISION-C   |               | VIGRAVISION                                               |                                | 1
|0387        |     | 78  |        | 737513    |                 | VIGRAVISION-D |                                                           | VIGRAVISION                    |   | 1    
|            | 79  |     | 743004 |           | 070F003         |               | DIGITAL I/O BOARD, AVME344                                |                                | 7
|            | 80  |     | 743009 |           | #005632         |               | PWA ALIGNMENT OPTICS/IO BOARD                             |                                | 6
|            | 81  |     | 743010 |           | #006799         |               | PWA MULTICHANNEL HIGH CURRENT AMP MHCA                    |                                | 5
|            | 82  |     | 743012 |           | #006795         |               | PWA PANEL DRIVER INTERFACE(PDN2)                          |                                | 2
|            | 83  |     | 743013 |           | #006791         |               | PWA PATTERN GENERATOR 2 (PG2)                             |                                | 6
|            | 84  |     | 743015 |           | #006308         |               | PWA VIDEO SWITCH/SYNC BOARD                               |                                | 4
|            | 85  |     | 743017 |           | #002583         |               | PWA PANEL MEASUREMENT INTERFACE                           |                                | 7
|            | 86  |     | 743018 |           | #008821         |               | MAX VIDEO 200                                             |                                | 1
|            | 87  |     | 743019 |           | #007205         |               | ASSY PMAC CONFIGRED FOR IPT                               |                                | 2
|0388 (0403) |     | 88  |        | 743020    |                 | #009223       |                                                           | PWA LIGHT SENSE BOARD          |   | 1    
|            | 89  |     | 743051 |           | #009854         |               | PWA CAMERA INTERFACE BOARD                                |                                | 4
|            | 90  |     | 743053 |           | #009231         |               | PWA LED BOARD                                             |                                | 5
|            | 91  |     | 743054 |           | #009235         |               | PWA ILLUMINATION CONTROL BOARD                            |                                | 1
|            | 92  |     | 743055 |           | #009243         |               | ILL CONTROL CARD                                          |                                | 7
|            | 93  |     | 743057 |           | #018291A        |               | PWA LEVELING SENSE BD MPSE4                               |                                | 2
|            | 94  |     | 743070 |           | #009731         |               | MPS PZT VME INTERFACE                                     |                                | 9
|            | 95  |     | 743071 |           | #009239         |               | MPS MODULATOR CONTROL CARD                                |                                | 3
|            | 96  |     | 743072 |           | #009247         |               | MPS HIGH VOLTAGE BIAS MODULE                              |                                | 1
|            | 97  |     | 743073 |           | #011233         |               | OPTICAL MANIFOLD                                          |                                | 3
|0389        |     | 98  |        | 743075    |                 | #011413       |                                                           | I/O SELECT MONITOR BOARD       |   | 3    
|            | 99  |     | 743076 |           | #009073         |               | DC POWER STATUS INDICATOR BD                              |                                | 1
|            | 100 |     | 743077 |           | #002617         |               | PWA SYSTEM CONTROL INTERFACE                              |                                | 3
|            | 101 |     | 743078 |           | #010114         |               | CARD MVME 162                                             |                                | 2
|            | 102 |     | 743097 |           | #010115         |               | CARD MVME TRANSITION MODULE                               |                                | 1
|            | 103 |     | 743098 |           | #010191         |               | CARD 8-PORT RS232 VME BUS                                 |                                | 1
|            | 104 |     | 743099 |           | #011217         |               | PWA A/D VIOS CAM                                          |                                | 2
|            | 105 |     | 743100 |           | #011221         |               | PWA INTERFACE VIOS CAM                                    |                                | 2
|            | 106 |     | 743101 |           | #011225         |               | PWA TRP2 VIOS CAM                                         |                                | 2
|            | 107 |     | 743102 |           | #012244         |               | ASSY MHCA + HEATSINK + AMP                                |                                | 2
|0390        |     | 108 |        | 743103    |                 | #015231       |                                                           | ENCODER INTERFACE BOARD ANORAD |   | 1    
|            | 109 |     | 743104 |           | #017607         |               | PWA DEMUX BD                                              |                                | 3
|            | 110 |     | 743105 |           | #016724         |               | PWA LEVELING SENSE BOARD                                  |                                | 1
|            | 111 |     | 743106 |           | #016849+#017444 |               | AMPLIFIER LINEAR 100V Z + MODULE PRE-AMP HALL SENSOR MODE |                                | 1
|            | 112 |     | 743107 |           | #016850+#017443 |               | AMPLIFIER LINEAR 100V X/Y + MODULE PRE-AMP CURRENT MODE   |                                | 1
|            | 113 |     | 743108 |           | #016851         |               | CARD VME BASED PMAC 8 AXIS WITH DUAL POM                  |                                | 1



---

|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.



---

|            |     |     |        |           |                |             |                                       |                                          |   |      
|----------- | --- | --- | ------ | --------- | -------------- | ----------- | ------------------------------------- | ---------------------------------------- | - | -----
|            |     | No. |        | Part Code |                | Part No     |                                       | Part Name                                |   | Stock
|            |     | 114 |        | 743110    |                | #017326     |                                       | PWA OPTIC MANIFOLD MPS-E4                |   | 5    
|            | 115 |     | 743113 |           | #015233        |             | PC SERVO CONTROLLER -1 ANORAD         |                                          | 1
|            | 116 |     | 743114 |           | #015980        |             | MINI LED X/Y AXIS                     |                                          | 1
|            | 117 |     | 743120 |           | #011229        |             | PWA CCD VIOS CAMERA MPS               |                                          | 2
|0391        |     | 118 |        | 743124    |                | PT-SBS915-2 |                                       | BUS ADAPTER, SBus-VME, WITH 20FEET CABLE |   | 2    
|            | 119 |     | 743125 |           | #019263        |             | PWA SENSE SCRUBBER OPPOSITE UNICHUCK  |                                          | 1
|            | 120 |     | 743128 |           | 69080-SP       |             | AMPLIFIER BOARD                       |                                          | 1
|            | 121 |     | 743134 |           | #001555B       |             | CARD ADAPTER SBUS VME MODULE          |                                          | 1
|            | 122 |     | 743135 |           | #006791B       |             | PWA PATTERN GENERATOR 2 (PG2)         |                                          | 1
|            | 123 |     | 743136 |           | #006795B       |             | PWA PANEL DRIVER INTERFACE 2 (PDN2)   |                                          | 1
|            | 124 |     | 743137 |           | #008821B       |             | CARD MV200 WITH WAPPER BD FOR 1K X 1K |                                          | 1
|            | 125 |     | 743138 |           | #009239B       |             | PWA MPS MODULATOR CONTROL CARD        |                                          |  
|            | 126 |     | 743139 |           | #009243B       |             | PWA MPS ILLUMINATOR CONTROL CARD      |                                          | 1
|0392        |     | 127 |        | 743141    |                | #009854B    |                                       | PWA CAMERA INTERFACE BOARD VME           |   | 1    
|            | 128 |     | 743142 |           | #011217B       |             | PWA A/D VIOS CAM                      |                                          | 1
|            | 129 |     | 743143 |           | #011221B       |             | PWA INTERFACE VIOS CAM                |                                          | 1
|            | 130 |     | 743144 |           | #011225B       |             | PWA TRP2 VIOS CAM                     |                                          | 1
|            | 131 |     | 743145 |           | #011229B       |             | PWA CCD VIOS CAM                      |                                          | 1
|            | 132 |     | 743146 |           | #011233B       |             | PWA OPTIC MANIFOLD MPS                |                                          | 1
|            | 133 |     | 743147 |           | #012244B       |             | ASSY MHCA+HEATSINK+AMP                |                                          | 1
|            | 134 |     | 743148 |           | #015231B       |             | ENCODER INTERFACE BOARD ANORAD        |                                          | 1
|            | 135 |     | 743153 |           | #016230        |             | PWA SENSOR SCRUBBER UNICHUCK          |                                          | 5
|            | 136 |     | 743154 |           | #017821        |             | CARD MV250 PROCES 24MB W/WARPER AU AP |                                          | 1
|(0405) 0393 |     | 137 |        | 743155    |                | #017822     |                                       | CARD MV250 ACQUISION 24MV AD AU AP       |   | 1    
|            | 138 |     | 743157 |           | #018291        |             | PWA LEVELING SENSE BD MPSE4           |                                          | 2
|            | 139 |     | 743158 |           | #009227        |             | PWA LEVELING SENSE BD MPS             |                                          | 1
|            | 140 |     | 743165 |           | #011233-U      |             | OPTICAL MANIFOLD BOARD                |                                          | 1
|            | 141 |     | 743166 |           | #008821-U      |             | CARD MV200 WITH WARPER BD FOR 1K      |                                          | 1
|            | 142 |     | 743167 |           | #009731-U      |             | PWAMPS PZT VME INTERFACE              |                                          | 1
|            | 143 |     | 743168 |           | #009854-U      |             | PWA CAMERA INTERFACE BOARD VME        |                                          | 1
|            | 144 |     | 743169 |           | 070F003-U      |             | AVME344                               |                                          | 1
|            | 145 |     | 743170 |           | #010114-U      |             | CARD MVME162 8MB ETHERNET 512KB       |                                          | 1
|            | 146 |     | 743171 |           | #011413-U      |             | I/O SELECT BOARD                      |                                          | 1
|0394        |     | 147 |        | 743172    |                | #011295-U   |                                       | CARD 16CH INTERGRAL INPUT RACK OPT22     |   | 2    
|            | 148 |     | 743173 |           | #011296-U      |             | CARD 16CH INTERGRAL OUTPUT RACK OPT22 |                                          | 2
|            | 149 |     | 743180 |           | #016223        |             | PWA DUAL SENSOR GEARBOX               |                                          | 4
|            | 150 |     | 743181 |           | 24245-00       |             | R-THETY SAFETY ASSY                   |                                          | 5
|            | 151 |     | 744012 |           | #012768        |             | RELAY SOLID STATE DC 60V 5A           |                                          | 1
|            | 152 |     | 744013 |           | #012402        |             | RELAY SOLID STATE 3AMP DC-DC          |                                          | 2
|            | 153 |     | 744024 |           | FHJ3B326CLLD12 |             | CONECTOR, LEMO                        |                                          | 5



---

|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.



---

|     |     |     |        |           |             |              |                                          |                               |    |      
|---- | --- | --- | ------ | --------- | ----------- | ------------ | ---------------------------------------- | ----------------------------- | -- | -----
|     |     | No. |        | Part Code |             | Part No      |                                          | Part Name                     |    | Stock
|     |     | 154 |        | 744025    |             | #010745      |                                          | CONTACT SPRING ELECTICAL VIOS |    | 34   
|     | 155 |     | 744026 |           | #002488-U   |              | CONTACTOR CUTLER HAMMER 3POLE 25A        |                               | 1 
|     | 156 |     | 746003 |           | #009073-U   |              | DC POWER STATUS INDICATER                |                               | 1 
|0395 |     | 157 |        | 748014    |             | #012479      |                                          | PWR SPLY 24V 6.5A 120VAC      |    | 1    
|     | 158 |     | 748015 |           | #012480     |              | PWR SPLY 5V/3A 150V/0.5A                 |                               | 1 
|     | 159 |     | 748016 |           | #012482     |              | PWR SPLY 12VDC 4.2A 120V AC              |                               | 1 
|     | 160 |     | 748017 |           | #016102     |              | PWR SPLY 48V 1A                          |                               | 1 
|     | 161 |     | 748019 |           | #016847     |              | PWR SPLY SWITCHING +/-5VDC@9A            |                               | 1 
|     | 162 |     | 748020 |           | #015229     |              | ASSY STEPPER AMPLIFIER                   |                               | 1 
|     | 163 |     | 748021 |           | #015232     |              | ASSY AMPLIFIER ANORAD                    |                               | 1 
|     | 164 |     | 748022 |           | #016855     |              | COIL LINEAR MOTOR X/Y LM310 SERIES       |                               | 1 
|     | 165 |     | 748023 |           | #015229-1   |              | ASSY STEPPER AMPLIFTER-2                 |                               | 1 
|     | 166 |     | 748027 |           | #013697B    |              | MODULE POWER SUPPLY PZT E-102            |                               | 1 
|0396 |     | 167 |        | 748031    |             | #012377-U    |                                          | UPS 1400 VA/950W MPS          |    | 1    
|     | 168 |     | 748032 |           | #009929-U   |              | PWR SPLY KEPKO RAX48-6K                  |                               | 2 
|     | 169 |     | 748033 |           | #012480-U   |              | PWR SPLY 5V/3A 15V/0.5A -15V/0.5A 120VAC |                               | 1 
|     | 170 |     | 748034 |           | #012484-U   |              | PWR SPLY LAMDA LDS-Y-01 7V/3.4A          |                               | 2 
|     | 171 |     | 748035 |           | #012483-U   |              | PWR SPLY LAMDA CDS-Y-02 18V/1.8A         |                               | 1 
|     | 172 |     | 748036 |           | #012482-U   |              | PWRSPLY 12V DC 4.2A 120V AC              |                               | 1 
|     | 173 |     | 748037 |           | #012479-U   |              | PWR SPLY 24V/6.5A 120V AC                |                               | 1 
|     | 174 |     | 748040 |           | NP7-12      |              | BATTERY, UPS, AC2K                       |                               | 20
|     | 175 |     | 748041 |           | #015768     |              | PWR SPLY UPS 5KVA 120/208V 2LINE 1NEU 1G |                               | 4 
|     | 176 |     | 748047 |           | SRW-45-1001 |              | SRW-45-1001                              |                               | 2 
|0397 |     | 177 |        | 748048    |             | SRW-115-2003 |                                          | SRW-115-2003                  |    | 2    
|     | 178 |     | 748049 |           | FSP400-60GN |              | POWER SUPPLY FOR NT(AC2K)                |                               | 2 
|     | 179 |     | 748050 |           | #019653     |              | PWR SUPPLY,+5V/75A,+12V/4A,5.2V(VME)     |                               | 1 
|     | 180 |     | 749008 |           | 170H-911-1  |              | PHOTO MICRO SENSOR, OMRON, EE-SX672A     |                               | 5 
|     | 181 |     | 749009 |           | 170H-911-2  |              | PHOTO MICRO SENSOR, OMRON, EE-SX673A     |                               | 4 
|     | 182 |     | 749020 |           | #013698     |              | MODULE AMP HVPZT 13W E-107               |                               | 2 
|     | 183 |     | 749024 |           | #018052     |              | TURRET                                   |                               | 1 
|     | 184 |     | 749031 |           | #013697     |              | MODULE POWER SUPPLY PZT E.102.00         |                               | 1 
|     | 185 |     | 749033 |           | #013696B    |              | MODULE DISPLAY PZT E-111                 |                               | 2 
|     | 186 |     | 749037 |           | #018805     |              | PZT HV 180UM BALL TIP W/STRAIN GAGE      |                               | 9 
|0398 |     | 187 |        | 749039    |             | #018844      |                                          | HVPZT AMPLIFIER E507.00       |    | 2    
|     | 188 |     | 749042 |           | #018845     |              | MODULE PZT/LVDT SENSOR CONTROLLER 3CH    |                               | 2 
|     | 189 |     | 749044 |           | #012892-U   |              | ASSY PDN2/MHCA TRAY MPS                  |                               | 1 
|     | 190 |     | 749057 |           | #021026     |              | DRAWER BRIDGE SYSTEM UPPER RACK          |                               | 1 
|     | 191 |     | 749061 |           | 170B 592    |              | PIN, PF POSITION HOLD                    |                               | 36
|     | 192 |     | 752011 |           | #016757     |              | PZT CONTROLLER MPS-E4                    |                               | 5 
|     | 193 |     | 752013 |           | #018806     |              | PZT CTRL MODULE                          |                               | 1 



---

|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.



---

|     |     |     |        |           |                 |            |                                         |                                     |   |      
|---- | --- | --- | ------ | --------- | --------------- | ---------- | --------------------------------------- | ----------------------------------- | - | -----
|     |     | No. |        | Part Code |                 | Part No    |                                         | Part Name                           |   | Stock
|     |     | 194 |        | 752014    |                 | #018806-U  |                                         | PZT CTRL MODULE                     |   | 1    
|     | 195 |     | 752016 |           | #011881-U       |            | ASSY MOTOR DRIVER DRAWER MPS            |                                     | 1
|     | 196 |     | 752023 |           | #021350         |            | CONTROLLER SCRUBBER3540I AC2000         |                                     | 2
|0399 |     | 197 |        | 752024    |                 | #021349    |                                         | CONTROLLER PROBE LIFTER 708I AC2000 |   | 2    
|     | 198 |     | 769008 |           | #004009         |            | INTERPOLATOR ENCODER Z                  |                                     | 1
|     | 199 |     | 769009 |           | #004010         |            | INTERPOLATOR ENCODER AXIS X-Y           |                                     | 1
|     | 200 |     | 769013 |           | #007687         |            | ASSY MOD PART MOTOR C STAGE             |                                     | 2
|     | 201 |     | 769017 |           | #017439         |            | MOTOR SERVO W/BRAKE & ROTARY ENCODER ZV |                                     | 1
|     | 202 |     | 769018 |           | #016854         |            | INTERPOLATOR HEIDENHAIN ENCODER 50X     |                                     | 1
|     | 203 |     | 769019 |           | #015234         |            | MOTOR STEPPER Z(A)-AXIS                 |                                     | 1
|     | 204 |     | 769022 |           | #007687B        |            | ASSY MOD PART MOTOR C STAGE             |                                     | 1
|     | 205 |     | 769025 |           | OEM57-51-MO-D23 |            | STEPPER MOTOR, AOS, MPS(OS21A-DNFLY)    |                                     | 2
|     | 206 |     | 781004 |           | #016856         |            | SWITCH OPTICAL LIMIT X-AXIS             |                                     | 4
|0400 |     | 207 |        | 781005    |                 | #016857    |                                         | SWITCH OPTICAL LIMIT Y/Z AXIS       |   | 4    
|     | 208 |     | 789011 |           | #002205         |            | SWITCH LIMIT/C/Z/STAGE OMRON EE-SX671A  |                                     | 3
|     | 209 |     | 796002 |           | #003684         |            | ASSY CAMERA/CONTROLLER AOS              |                                     | 1
|     | 210 |     | 796005 |           | #002111         |            | CAMERA COHU COLOR CCD                   |                                     | 1
|     | 211 |     | 796006 |           | #014453         |            | CAMERA COLOR AOS                        |                                     | 1
|     | 212 |     | 796007 |           | #003684B        |            | ASSY CAMERA/CONTROLLER AOS              |                                     | 1
|     | 213 |     | 796008 |           | #016999         |            | CAMERA 2K X 2K VIOS SMD                 |                                     | 1
|     | 214 |     | 799025 |           | #015230B        |            | ENCODER 100X200 MULTIPLIER MODULE       |                                     | 1
|     | 215 |     | 799026 |           | #015386         |            | KIT X-AXIS-SCALE-ENC-BAR,MPS            |                                     | 1
|0401 |     | 216 |        | 912002    |                 | #011639    |                                         | WELDMENT BELLOWS                    |   | 2    
|     |     | 217 |        | 748046    |                 | 9104 RSR32 |                                         | UPS POWERWARE 9104 RSR32 2.1KVA     |   | 2    
|     | 218 |     | 749063 |           | #016584         |            | PZT,HV,180UM,CBL(MPSE4)                 |                                     | 1
|     | 219 |     | 751001 |           | 001555B         |            | PT-SBS915                               |                                     | 5
|     | 220 |     | 751002 |           | 002111          |            | AOS CAMERA                              |                                     | 5
|     | 221 |     | 751003 |           | 002583          |            | PMI                                     |                                     | 5
|     | 222 |     | 751004 |           | 006308          |            | VIDEO SWITCH BOARD                      |                                     | 3
|     | 223 |     | 751005 |           | 006791          |            | PG2                                     |                                     | 1
|     | 224 |     | 751006 |           | 006796          |            | PDN                                     |                                     | 1
|     | 225 |     | 751007 |           | 008821          |            | MAX VIDEO 200                           |                                     | 3
|     | 226 |     | 751008 |           | 009073          |            | DC-INDICATOR BD                         |                                     | 3
|     | 227 |     | 751009 |           | 009235          |            | ICB                                     |                                     | 1
|     | 228 |     | 751010 |           | 009240          |            | MCB                                     |                                     | 1
|     | 229 |     | 751011 |           | 009243          |            | ILLUMINATOR CONTROL BD                  |                                     | 1
|     | 230 |     | 751012 |           | 009731          |            | PZT-BD                                  |                                     | 1
|     | 231 |     | 751013 |           | 010114          |            | MVME162,AUTO GAPPER                     |                                     | 3
|     | 232 |     | 751014 |           | 011296          |            | OPTO22                                  |                                     | 1



---

|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.



---

| |  |     |  |           |  |              |  |                                     |  |      
| |  | --- |  | --------- |  | ------------ |  | ----------------------------------- |  | -----
| |  | No. |  | Part Code |  | Part No      |  | Part Name                           |  | Stock
| |  | 233 |  | 751015    |  | 014948       |  | SCI                                 |  | 1    
| |  | 234 |  | 751016    |  | 015229       |  | ANORAD Z SATGE DRIVER               |  | 1    
| |  | 235 |  | 751017    |  | 015232       |  | ANORAD XY AMP                       |  | 25   
| |  | 236 |  | 751018    |  | 016102       |  | 48VDC POWER SUPPLY                  |  | 4    
| |  | 237 |  | 751019    |  | 016999       |  | VIOS CAMERA POWER SUPPLY            |  | 3    
| |  | 238 |  | 751020    |  | 017113       |  | OPT MANI BD                         |  | 1    
| |  | 239 |  | 751021    |  | 017328       |  | OPT-MANI-BD                         |  | 1    
| |  | 240 |  | 751022    |  | 017607       |  | CIB                                 |  | 6    
| |  | 241 |  | 751023    |  | 017821       |  | MAX VIDEO 250                       |  | 1    
| |  | 242 |  | 751024    |  | 018052       |  | AOS TARRET UNIT                     |  | 2    
| |  | 243 |  | 751025    |  | 09223        |  | VIOS LED SENSOR                     |  | 1    
| |  | 244 |  | 751026    |  | 21539        |  | VOLTAGE-PRESSURE CONVERTER          |  | 1    
| |  | 245 |  | 751027    |  | 221200       |  | MCV8                                |  | 2    
| |  | 246 |  | 751028    |  | 260-0185     |  | PDM2+MHCA                           |  | 1    
| |  | 247 |  | 751029    |  | 270-2922x09  |  | RGB CARD(SUN)                       |  | 1    
| |  | 248 |  | 751030    |  | 53601        |  | ANORAD 5U                           |  | 1    
| |  | 249 |  | 751031    |  | 540-7000-001 |  | VIGRA VISION                        |  | 1    
| |  | 250 |  | 751032    |  | 570B 070     |  | MULTIPREXER                         |  | 2    
| |  | 251 |  | 751033    |  | 595-2722     |  | SUN KEYBOARD                        |  | 4    
| |  | 252 |  | 751034    |  | 602199       |  | DELTA TAU STAGE DRIVER              |  | 2    
| |  | 253 |  | 751035    |  | 68018        |  | PF LIFTER DRIVER                    |  | 1    
| |  | 254 |  | 751036    |  | AIM7534A     |  | SIMM MEMORY(SUNorMAX VIDEO)         |  | 8    
| |  | 255 |  | 751037    |  | ANORAD PS    |  | ANORAD STAGE POWER SUPPLY           |  | 1    
| |  | 256 |  | 751038    |  | APO          |  | AOS LENZ x 30                       |  | 4    
| |  | 257 |  | 751039    |  | ASM 70936    |  | ANORAD ENCODER I/F BD               |  | 1    
| |  | 258 |  | 751040    |  | C-20105-00   |  | DOVER PIGGYBACK Assy                |  | 1    
| |  | 259 |  | 751041    |  | C46723       |  | ANORAD STAGE ENCODER BOARD          |  | 2    
| |  | 260 |  | 751042    |  | DOVER-DC-PS  |  | DOVER STAGE DC POWER SUPPLY         |  | 1    
| |  | 261 |  | 751043    |  | E112K002     |  | PZT CONTROLER                       |  | 1    
| |  | 262 |  | 751044    |  | e16D60U      |  | CYLINDER, COUNTER BALANCE           |  | 4    
| |  | 263 |  | 751045    |  | E32-T21      |  | FIBER CABLE,LOAD POSITION DETECTION |  | 7    
| |  | 264 |  | 751046    |  | E9D1.0U      |  | CYLINDER,SCRUBBER                   |  | 10   
| |  | 265 |  | 751047    |  | EXE650B      |  | ENCODER, EXE BOX                    |  | 4    
| |  | 266 |  | 751048    |  | GA6520-12    |  | DOVER PRE-AMPLIFIER                 |  | 1    
| |  | 267 |  | 751049    |  | HD48-3-A     |  | POWER SUPPLY, VIOS ILLUMINATION     |  | 3    
| |  | 268 |  | 751050    |  | LIF10R       |  | ENCODER, Z AXIS                     |  | 1    
| |  | 269 |  | 751051    |  | LS406        |  | ENCODER, X AXIS, MPSE4              |  | 6    
| |  | 270 |  | 751052    |  | LTN-403      |  | SUN CD-ROM DRIVE                    |  | 4    
| |  | 271 |  | 751053    |  | MOD 6412     |  | MONOCHROME VIDEO UNIT               |  | 3    
| |  | 272 |  | 751054    |  | MRS16-BUL    |  | Anorad FAN                          |  | 1    



---

|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.



---

| |  |     |  |           |  |            |  |                                      |  |      
| |  | --- |  | --------- |  | ---------- |  | ------------------------------------ |  | -----
| |  | No. |  | Part Code |  | Part No    |  | Part Name                            |  | Stock
| |  | 273 |  | 751055    |  | PF-MOTOR   |  | MOTOR, PF LIFTER                     |  | 1    
| |  | 274 |  | 751056    |  | RG0005-NR  |  | ANALOG VALVE, DRAWER                 |  | 4    
| |  | 275 |  | 751057    |  | SB214PC4-F |  | CPU, ANORAD STAGE                    |  | 3    
| |  | 276 |  | 751058    |  | SC001      |  | C STAGE                              |  | 2    
| |  | 277 |  | 751059    |  | SUN SCSI   |  | SUN SCSI CARD                        |  | 1    
| |  | 278 |  | 751060    |  | SUN-MON    |  | SUN MONITOR                          |  | 1    
| |  | 279 |  | 751061    |  | SZ001      |  | Z STAGE                              |  | 2    
| |  | 280 |  | 751062    |  | W2E143     |  | Anorad FAN                           |  | 1    
| |  | 281 |  | 751063    |  | WRF36SX-U  |  | 36VDC POWER SUPPLY (PF POWER SUPPLY) |  | 1    



---

|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.



---

EXHIBIT F



RMA ITEMS



|    |  |                                   |  |          |  |              |  |        |  |     |  |           
|--- |  | --------------------------------- |  | -------- |  | ------------ |  | ------ |  | --- |  | ----------
|No. |  | DESCRIPTION                       |  | WARRANTY |  | RMA NO.      |  | Status |  |     |  | OPEN DATE 
|1.  |  | LED DRIVER-1 BOARD                |  | YES      |  | 1558(M.iida) |  | OPEN   |  |     |  | 2000/4/19 
|2.  |  | ASSY VME CARDCAGE MPSIII          |  | YES      |  | 1611         |  | OPEN   |  |     |  | 2000/4/28 
|3.  |  | LED DRIVER BD MPS                 |  | YES      |  | 1537         |  | OPEN   |  |     |  | 2000/4/11 
|4.  |  | MVME 162-522A BOARD               |  | TBN      |  | 1698         |  | OPEN   |  |     |  | 2000/7/21 
|5.  |  | ±15V DC POWER SUPPLY              |  | TBN      |  | 1707         |  | OPEN   |  |     |  | 2000/7/12 
|6.  |  | VIOS CCD CAMERA                   |  | TBN      |  | 1712         |  | OPEN   |  |     |  | 2000/7/12 
|7.  |  | CCD CAMERA of XYTOOL              |  | YES      |  | 1713         |  | OPEN   |  |     |  | 2000/7/12 
|8.  |  | MVME 162-522A BOARD               |  | YES      |  | 1894         |  | OPEN   |  |     |  | 2000/10/17
|9.  |  | PZT CONTROLLER E4                 |  | YES      |  | 1995         |  | OPEN   |  |     |  | 2000/12/4 
|10. |  | DMM2100 PIGGY-BACK #1             |  | TBN      |  | 2046         |  | OPEN   |  |     |  | 2000/12/19
|11. |  | DMM2100 PIGGY-BACK #1             |  | TBN      |  | 2047         |  | OPEN   |  |     |  | 2000/12/19
|12. |  | PWA,LED DRIVER 120LED MPSIII      |  | YES      |  | 2051         |  | OPEN   |  |     |  | 2000/12/30
|13. |  | PZT CONTROLLER DISPLAY            |  | YES      |  | 2059         |  | OPEN   |  |     |  | 2001/2/12 
|14. |  | VIOS CCD CAMERA                   |  | YES      |  | 2306         |  | OPEN   |  |     |  | 2001/7/16 
|15. |  | Step Motor/Encoder, scrubber      |  | YES      |  | 2332         |  | OPEN   |  |     |  | 2001/8/8  
|16. |  | Z-stage,MAG-BREAK BEARING PLATE   |  | YES      |  | 2395         |  | OPEN   |  |     |  | 2001/9/27 
|17. |  | PZT CONTROLLER DISPLAY            |  | YES      |  | 2394         |  | OPEN   |  |     |  | 2001/9/27 
|18. |  | MODULE AMP HVPZT 13W E-107        |  | YES      |  | 2486         |  | OPEN   |  |     |  | 2001/11/13
|19. |  | Step moter driver, scrubber, AC2K |  | YES      |  | 2688         |  | OPEN   |  |     |  | 2002/3/15 
|20. |  | APS2                              |  | YES      |  | 2774         |  | OPEN   |  | APS |  | 2002/6/12 
|21. |  | APS                               |  | YES      |  | 2885         |  | OPEN   |  | APS |  | 2002/10/11
|22. |  | APS                               |  | YES      |  | 2886         |  | OPEN   |  | APS |  | 2002/10/11
|23. |  | MNT,ASSY,MOUNT,MODULATOR.AC2000   |  | YES      |  | 2887         |  | OPEN   |  |     |  | 2002/10/11
|24. |  | PWA,DC STATUS BD                  |  | YES      |  | 2892         |  | OPEN   |  |     |  | 2002/10/11
|25. |  | PWA,DC STATUS BD                  |  | YES      |  | 2898         |  | OPEN   |  |     |  | 2002/10/11
|26. |  | APS2                              |  | YES      |  | 2842         |  | OPEN   |  | APS |  | 2002/9/5  
|27. |  | PWA,DC STATUS BD                  |  | YES      |  | 2845         |  | OPEN   |  |     |  | 2002/9/5  
|28. |  | APS2                              |  | YES      |  | 2882         |  | OPEN   |  | APS |  | 2002/10/11
|29. |  | Mother board, IP-PC               |  | YES      |  | 2884         |  | OPEN   |  |     |  | 2002/10/11
|30. |  | Z stage amp                       |  | YES      |  | 2932         |  | OPEN   |  |     |  | 2002/11/12
|31. |  | APS                               |  | YES      |  | 2933         |  | OPEN   |  | APS |  | 2002/11/12
|32. |  | APS2                              |  | YES      |  | 2934         |  | OPEN   |  | APS |  | 2002/11/12
|33. |  | APS2                              |  | YES      |  | 2935         |  | OPEN   |  | APS |  | 2002/11/12
|34. |  | COMPUTER,SUN ULTRA10,440MHz       |  | YES      |  | 3023         |  | OPEN   |  |     |  | 2003/1/24 
|35. |  | SUN Ultra10                       |  | YES      |  | 3239         |  | OPEN   |  |     |  |           
|36. |  | QVIOS2.0                          |  |          |  |              |  | OPEN   |  |     |  |           
|37. |  | 36mm MODULATOR ROTATED            |  | YES      |  | 3235         |  | OPEN   |  |     |  | 2003/6/12 
|38. |  | 70mm×70mm Modulator               |  | YES      |  | 3236         |  | OPEN   |  |     |  | 2003/6/12 
|39. |  | MODULATOR ASSY 73mm AC2000        |  | YES      |  | 3183         |  | OPEN   |  |     |  | 2003/4/22 



---

|[*]  = | CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED.
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.