ASSIGNMENT AND ACCEPTANCE AGREEMENT



          This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and

Acceptance") dated as of May 30, 1997 is made between "), Bank of America

National Trust and Savings Association (the "Assignor") and ABN AMRO Bank

N.V., San Francisco International Branch (the "Assignee").


                                 RECITALS


          WHEREAS, the Assignor is party to that certain Credit Agreement
dated as of May 24, 1995 (as amended, amended and restated, modified,
supplemented or renewed, the "Agreement") among Optical Coating Laboratory,

Inc., a Delaware corporation (the "Company"), the several financial

institutions from time to time party thereto (including the Assignor, the
"Banks"), Bank of America National Trust and Savings Association, as agent

for the Banks (in such capacity, the "Agent"), and Bank of America National

Trust and Savings Association as letter of credit issuing bank (in such
capacity, the "Issuing Bank").  Any terms defined in the Agreement and not

defined in this Assignment and Acceptance are used herein as defined in the
Agreement;

          WHEREAS, as provided under the Agreement, the Assignor has
committed to making Revolving Loans to the Company in an aggregate amount


                                     - 1 -
not to exceed $13,333,333.33 (the "Assignor's Revolving Commitment"), and

made a Term Loan to the Company, the remaining principal amount of which is
$8,000,000.00 (the "Assignor's Term Commitment") as of the date hereof (the

Assignor's Revolving Commitment and the Assignor's Term Commitment are
collectively referred to as the "Commitment" and the Revolving Loans and

the Term Loan are collectively referred to as the "Loans");


          WHEREAS, no Revolving Loans are outstanding under the Agreement
and the outstanding principal amount of the Assignor's Term Loan is
$8,000,000;

          WHEREAS, the Assignor has acquired a participation in the Issuing
Bank's liability under Letters of Credit in an aggregate principal amount
of $275,952.47 (the "L/C Obligations; and


          WHEREAS, the Assignor wishes to assign to the Assignee part of
the rights and obligations of the Assignor under the Agreement in respect
of its Commitment, together with a corresponding portion of each of its
outstanding Loans and L/C Obligations, in an amount equal to $5,000,000
(the "Assigned Amount") (of which $3,125,000 pertains to the Revolving

Commitment of the Assignor ($64,676.36 of which, as a subfacility, pertains
to the L/C Obligations of the Assignor) and of which $1,875,000 pertains to
the Term Loan of the Assignor) on the terms and subject to the conditions
set forth herein, and the Assignee wishes to accept assignment of such
rights and to assume such obligations from the Assignor on such terms and
subject to such conditions;

          NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

                                     - 2 -

     1.   Assignment and Acceptance


            Subject to the terms and conditions of this Assignment and
Acceptance, (i) the Assignor hereby sells, transfers and assigns to the
Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes
from the Assignor, without recourse and without representation or warranty
(except as provided in this Assignment and Acceptance) 23.4375% (the
"Assignee's Percentage Share") of (A) the Commitment, the Loans and the L/C

Obligations of the Assignor and (B) all related rights, benefits,
obligations, liabilities and indemnities of the Assignor under and in
connection with the Agreement and the Loan Documents.  In this connection,
the Assignor hereby sells, transfers, and assigns and the Assignee hereby
purchases, assumes, and undertakes:

     With respect to the Assignor's Term Loan and Term Commitment:


     $1,875,000 of the outstanding amount of the Assignor's Term Loan and
     23.4375% of the Assignor's Term Commitment (disbursed amount)

     With respect to the Assignor's Revolving Loans and Revolving

     Commitment:


     $0.00 of the outstanding amount of the Assignor's Revolving Loans and
     23.4375% of the Assignor's Revolving Commitment (disbursed and
     undisbursed, including $64,676.36 of the outstanding amount of the
     Assignor's L/C Obligations).



                                     - 3 -
            With effect on and after the Effective Date (as defined in
Section 5 hereof), the Assignee shall be a party to the Agreement and
succeed to all of the rights and be obligated to perform all of the
obligations of a Bank under the Agreement, including the requirements
concerning confidentiality and the payment of indemnification, with a
Commitment in an amount equal to the Assigned Amount (allocated as set
forth in subsection (a) of this Section with respect to the Assignor's Term
Loan, the Assignor's Term Commitment, the Assignor's Revolving Loans, the
Assignor's Revolving Commitment, and the Assignor's L/C Obligations.  The
Assignee agrees that it will perform in accordance with their terms all of
the obligations which by the terms of the Agreement are required to be
performed by it as a Bank.  It is the intent of the parties hereto that the
Commitment of the Assignor shall, as of the Effective Date, be reduced by
an amount equal to the Assigned Amount (as set forth in subsection (a) of
this Section with respect to the Assignor's Term Commitment and the
Assignor's Revolving Commitment and the Assignor shall relinquish its
rights and be released from its obligations under the Agreement to the
extent such obligations have been assumed by the Assignee; provided,
however, the Assignor shall not relinquish its rights under Article IV or
Sections 11.04 and 11.05 of the Agreement to the extent such rights relate

to the time prior to the Effective Date.


            After giving effect to the assignment and assumption set forth
herein, on the Effective Date:

                 the Assignee's Commitment will be $5,000,000, of which:

     With respect to the Assignee's Term Commitment:



                                     - 4 -
     $1,875,000 pertains to Term Commitment (the outstanding principal
     balance of Term Loan);

     With respect to the Assignee's Revolving Commitment:


     $3,125,000 pertains to the Revolving Commitment (disbursed and
     undisbursed).

                 the Assignor's Commitment will be $16,333,333.33, of
which:

     With respect to the Assignor's Term Commitment:


     $6,125,000.00 pertains to Term Commitment (the outstanding principal
     balance of Term Loan);


     With respect to the Assignor's Revolving Commitment:


     $10,208,333.33  pertains to the Revolving Commitment (disbursed and
     undisbursed).

       Payments.


            As consideration for the sale, assignment and transfer
contemplated in Section 1 hereof, the Assignee shall pay to the Assignor on
the Effective Date in immediately available funds an amount equal to
$1,875,000, representing the Assignee's Pro Rata Share of the principal
amount of all Loans.


                                     - 5 -
            The Assignee further agrees to pay to the Agent on the
Effective Date a processing fee in the amount of $1,500.

       Reallocation of Payments.


          Any interest, fees and other payments accrued to the Effective
Date with respect to the Commitment, the Loans and L/C Obligations shall be
for the account of the Assignor.  Any interest, fees and other payments
accrued on and after the Effective Date with respect to the Assigned Amount
and assigned interest in the Loans and L/C Obligations shall be for the
account of the Assignee.  Each of the Assignor and the Assignee agrees that
it will hold in trust
for the other party any interest, fees and other amounts which it may
receive to which the other party is entitled pursuant to the preceding
sentence and pay to the other party any such amounts which it may receive
promptly upon receipt.

       Independent Credit Decision.


          The Assignee (a) acknowledges that it has received a copy of the
Agreement and the Schedules and Exhibits thereto, together with copies of
the most recent financial statements referred to in Section 7.01 of the

Agreement, and such other documents and information as it has deemed
appropriate to make its own credit and legal analysis and decision to enter
into this Assignment and Acceptance; and (b) agrees that it will,
independently and without reliance upon the Assignor, the Agent or any
other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit and legal
decisions in taking or not taking action under the Agreement.


                                     - 6 -
       Effective Date; Notices.


            As between the Assignor and the Assignee, the effective date
for this Assignment and Acceptance shall be May 30, 1997 (the "Effective

Date"); provided that the following conditions precedent have been

satisfied on or before the Effective Date:

                 this Assignment and Acceptance shall be executed and
delivered by the Assignor and the Assignee;

                 the consent of the Company, the Issuing Bank, and the
Agent required for an effective assignment of the Assigned Amount by the
Assignor to the Assignee under subsection 11.08(a) of the Agreement shall

have been duly obtained and shall be in full force and effect as of the
Effective Date;

                 the Assignee shall pay to the Assignor all amounts due to
the Assignor under this Assignment and Acceptance;

                 the Assignee shall have otherwise complied with Section

11.08 of the Agreement;


                 the processing fee referred to in Section 2(b) hereof
shall have been paid to the Agent; and

                 the Assignor shall have assigned and the Assignee shall
have assumed a percentage equal to the Assignee's Percentage Share of the
rights and obligations of the Assignor under the Agreement (if such


                                     - 7 -
agreement exists).


            Promptly following the execution of this Assignment and
Acceptance, the Assignor shall deliver to the Company, the Issuing Bank and
the Agent for acknowledgment by the Agent, a Notice of Assignment
substantially in the form attached hereto as Schedule 1.


       Agent.


            The Assignee hereby appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers under the
Agreement as are delegated to the Agent by the Banks pursuant to the terms
of the Agreement.

            The Assignee shall assume no duties or obligations held by the
Assignor in its capacity as Agent under the Agreement.

       Withholding Tax.


          The Assignee (a) represents and warrants to the Agent and the
Company that under applicable law and treaties no tax will be required to
be withheld by the Bank with respect to any payments to be made to the
Assignee hereunder or under the Agreement, (b) agrees to furnish (if it is
organized under the laws of any jurisdiction other than the United States
or any State thereof) to the Agent and the Company prior to the time that
the Agent or Company is required to make any payment of principal, interest
or fees hereunder or under the Agreement, duplicate executed originals of
either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue
Service Form 1001 (wherein the Assignee claims entitlement to the benefits

                                     - 8 -
of a tax treaty that provides for a complete exemption from U.S. federal
income withholding tax on all payments hereunder) and agrees to provide new
Forms 4224 or 1001 upon the expiration of any previously delivered form or
comparable statements in accordance with applicable U.S. law and
regulations and amendments thereto, duly executed and completed by the
Assignee, and (c) agrees to comply with all applicable U.S. laws and
regulations with regard to such withholding tax exemption.

       Representations and Warranties.


            The Assignor represents and warrants that (i) it is the legal
and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any Lien or other adverse claim;
(ii) it is duly organized and existing and it has the full power and
authority to take, and has taken, all action necessary to execute and
deliver this Assignment and Acceptance and any other documents required or
permitted to be executed or delivered by it in connection with this
Assignment and Acceptance and to fulfill its obligations hereunder;
(iii) no notices to, or consents, authorizations or approvals of, any
Person are required (other than any already given or obtained) for its due
execution, delivery and performance of this Assignment and Acceptance, and
apart from any agreements or undertakings or filings required by the
Agreement, no further action by, or notice to, or filing with, any Person
is required of it for such execution, delivery or performance; and
(iv) this
          Assignment and Acceptance has been duly executed and delivered by
it and constitutes the legal, valid and binding obligation of the Assignor,
enforceable against the Assignor in accordance with the terms hereof,
subject, as to enforcement, to bankruptcy, insolvency, moratorium,
reorganization and other laws of general application relating to or


                                     - 9 -
affecting creditors' rights and to general equitable principles.

           The Assignor makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or
representations made in or in connection with the Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Agreement or any other instrument or document furnished
pursuant thereto.  The Assignor makes no representation or warranty in
connection with, and assumes no responsibility with respect to, the
solvency, financial condition or statements of the Company, or the
performance or observance by the Company, of any of its respective
obligations under the Agreement or any other instrument or document
furnished in connection therewith.

           The Assignee represents and warrants that (i) it is duly
organized and existing and it has full power and authority to take, and has
taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or
delivered by it in connection with this Assignment and Acceptance, and to
fulfill its obligations hereunder; (ii) no notices to, or consents,
authorizations or approvals of, any Person are required (other than any
already given or obtained) for its due execution, delivery and performance
of this Assignment and Acceptance; and apart from any agreements or
undertakings or filings required by the Agreement, no further action by, or
notice to, or filing with, any Person is required of it for such execution,
delivery or performance; (iii) this Assignment and Acceptance has been duly
executed and delivered by it and constitutes the legal, valid and binding
obligation of the Assignee, enforceable against the Assignee in accordance
with the terms hereof, subject, as to enforcement, to bankruptcy,
insolvency, moratorium, reorganization and other laws of general
application relating to or affecting creditors' rights and to general
equitable principles; and (iv) it is an Eligible Assignee.

                                     - 10 -

       Further Assurances.


          The Assignor and the Assignee each hereby agree to execute and
deliver such other instruments, and take such other action, as either party
may reasonably request in connection with the transactions contemplated by
this Assignment and Acceptance, including the delivery of any notices or
other documents or instruments to the Company or the Agent, which may be
required in connection with the assignment and assumption contemplated
hereby.


       Miscellaneous.


            Any amendment or waiver of any provision of this Assignment and
Acceptance shall be in writing and signed by the parties hereto.  No
failure or delay by either party hereto in exercising any right, power or
privilege hereunder shall operate as a waiver thereof and any waiver of any
breach of the provisions of this Assignment and Acceptance shall be without
prejudice to any rights with respect to any other or further breach
thereof.

            All payments made hereunder shall be made without any set-off
or counterclaim.

            The Assignor and the Assignee shall each pay its own costs and
expenses incurred in connection with the negotiation, preparation,
execution and performance of this Assignment and Acceptance.




                                     - 11 -
            This Assignment and Acceptance may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.

            THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF CALIFORNIA.  The
Assignor and the Assignee each irrevocably submits to the non-exclusive
jurisdiction of any State or Federal court sitting in California over any
suit, action or proceeding arising out of or relating to this Assignment
and Acceptance and irrevocably agrees that all claims in respect of such
action or proceeding may be heard and determined in such California State
or Federal court.  Each party to this Assignment and Acceptance hereby
irrevocably waives, to the fullest extent it may effectively do so, the
defense of an inconvenient forum to the maintenance of such action or
proceeding.

            THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER,
OR IN CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE AGREEMENT, ANY
RELATED DOCUMENTS AND AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, OR STATEMENTS (WHETHER ORAL OR WRITTEN).


     IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Assignment and Acceptance to be executed and delivered by their duly
authorized officers as of the date first above written.

ASSIGNOR:


BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION

                                     - 12 -

By:
Name:
Title:

Address:

Credit Products #3838
555 California Street, 41st Floor
San Francisco, CA  94104-1502
Attention:  Maria Vickroy-Peralta, VP


ASSIGNEE:


ABN AMRO Bank N.V.,
San Francisco International Branch

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

Address:

101 California Street, Suite 4550
San Francisco, CA  94111-5812
Attention:  Bradford H. Leahy

                                SCHEDULE 1

                                     - 13 -

                    NOTICE OF ASSIGNMENT AND ACCEPTANCE



                               May 30, 1997


Bank of America National Trust
   and Savings Association, as Agent
Credit Products #3838
555 California Street, 41st Floor
San Francisco, CA  94104-1502
Attention:  Maria Vickroy-Peralta, VP

Bank of America National Trust
   and Savings Association, as Issuing Bank
International Trade
Banking Division #5655
333 S. Beaudry Ave., 19th Floor
Los Angeles, CA  90017

Optical Coating Laboratory, Inc.
2789 Northpoint Parkway
Santa Rosa, CA  95407-7397

Ladies and Gentlemen:

     We refer to the Credit Agreement dated as of May 24, 1995 (as amended,
amended and restated, modified, supplemented or renewed from time to time
the "Agreement") among Optical Coating Laboratory, Inc.  (the "Company"),

the Banks referred to therein, Bank of America National Trust and Savings

                                     - 14 -
Association, as agent for the Banks (the "Agent"), and Bank of America

National Trust and Savings Association as letter of credit issuing bank (in
such capacity, the "Issuing Bank").  Terms defined in the Agreement are

used herein as therein defined.

     1.  We hereby give you notice of, and request your consent to, the
assignment by Bank of America National Trust and Savings Association (the
"Assignor") to ABN AMRO Bank N.V., San Francisco International Branch (the

"Assignee") of 23.4375% of the right, title and interest of the Assignor in

and to the Agreement (including, without limitation, the right, title and
interest of the Assignor in and to the Commitment of the Assignor and all
outstanding Loans made by the Assignor and the Assignor's participation in
the Letters of Credit) pursuant to the Assignment and Acceptance Agreement
attached hereto (the "Assignment and Acceptance"). Before giving effect to

such assignment, the Assignor's Commitment is $21,333,333.33 (consisting of
the Assignor's Revolving Commitment of $13,333,333.33 (under which,
pursuant to a subfacility, its participation in L/C Obligations is
$275,952.47) and the aggregate amount of its outstanding Loans is
$8,000,000, consisting of $8,000,000 in its Term Loan and $0.00 of
Revolving Loans).


     2.  The Assignee agrees that, upon receiving the consent of the Agent,
the Issuing Bank, and, if applicable, Optical Coating Laboratory, Inc. to
such assignment, the Assignee will be bound by the terms of the Agreement
as fully and to the same extent as if the Assignee were the Bank originally
holding such interest in the Agreement.

     3.   The following administrative details apply to the Assignee:

                                     - 15 -

          (A)  Notice Address:

                  Assignee name:      ABN AMRO Bank N.V.,
                                      San Francisco International Branch
                  Address:            101 California Street, Suite 4550
                                      San Francisco, CA  94111-5812
                                      Attention:  Bradford H. Leahy
                  Telephone:          415-984-3729
                  Telecopier:         415-362-3524
                  Telex
                  (Answerback:        278137 (ABNSF UR)

          (B)  Payment Instructions:

                  ABN AMRO BANK N.V.
                  New York, NY
                  FED ABA #           026009580
                  For Credit to:      ABN AMRO N.V. San Francisco
                  Account No.:        6510010545-41
                  Reference:          OPTICAL COATING LABORATORY
                  Attention:          Gloria Lee

     4.   You are entitled to rely upon the representations, warranties and
covenants of each of the Assignor and Assignee contained in the Assignment
and Acceptance.


                       [SIGNATURES ON FOLLOWING PAGE]




                                     - 16 -
     IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Notice of Assignment and Acceptance to be executed by their respective duly
authorized officials, officers or agents as of the date first above
mentioned.

Very truly yours,

ASSIGNOR:                               ASSIGNEE:


BANK OF AMERICA NATIONAL TRUST AND      ABN AMRO BANK N.V.,
SAVINGS ASSOCIATION                     San Francisco International Branch

By:                                     By:
Name:                                   Name:
Title:   Vice President                 Title:
                                        By:
                                        Name:
                                        Title:













                                     - 17 -

ASSIGNMENT ACKNOWLEDGED AND

CONSENTED TO:

                                          BANK OF AMERICA NATIONAL TRUST
OPTICAL COATING LABORATORY, INC.          AND SAVINGS ASSOCIATION,
                                               as Agent
By:
Name:                                     By:
Title:                                    Name:
                                          Title:  Vice President
By:
Name:
Title:



BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
     as Issuing Bank

By:
Name:
Title:  Vice President








                                     - 18 -