FOURTH AMENDMENT TO CREDIT AGREEMENT
                 ------------------------------------
     THIS FOURTH AMENDMENT TO CREDIT AGREEMENT ("Amendment"), dated as
of May 11, 1999, is entered into by and among OPTICAL COATING
LABORATORY, INC. (the "Company"), the several financial institutions
party to the Credit Agreement (collectively, the "Banks"), and BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as agent for itself
and the Banks (the "Agent") and as letter of credit issuing bank.

                               RECITALS
                               --------
     A.   The Company, Banks, and Agent are parties to a Credit
Agreement dated as of July 31, 1998, as amended by a Waiver and First
Amendment to Credit Agreement dated as of January 8, 1999, effective
as of October 31, 1998, a Second Amendment to Credit Agreement dated
as of January 31, 1999 and a Third Amendment to Credit Agreement dated
as of February 26, 1999 (as so amended, the "Credit Agreement")
pursuant to which the Banks have extended certain credit facilities to
the Company.
     B.   The Company has requested that the Banks agree to a certain
amendment of the Credit Agreement.
     C.   The Banks are willing to amend the Credit Agreement, subject
to the terms and conditions of this Amendment.
     NOW, THEREFORE, for valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows:

     1.   Defined Terms.  Unless otherwise defined herein, capitalized
terms used herein shall have the meanings, if any, assigned to them in
the Credit Agreement.

     2.   Amendment to Credit Agreement. Section 8.09 of the
Credit Agreement shall be amended by deleting the word "and" at the
end of subsection (b) thereof and inserting the following at the end
of subsection (c) thereof:
               ";and
          (d)  Guaranty Obligations of the Company with respect to the
obligations of Flex Products under the Master Equipment Lease
Agreement No. 32089 dated June 19, 1996 between Flex Products  and
Fleet Capital Corporation, along with the two Schedules thereto dated
June 19, 1996, as such lease agreement is in effect on the date hereof
and without giving effect to any amendments, modifications or
supplements (including by way of new Schedules)  thereto after the
date hereof, but after giving effect to the Consent and Amendment
Agreement dated as of  April 26, 1999 among Flex Products and Fleet
Capital Corporation, a copy of which the Company has provided to the
Agent and the Banks."

     3.   Representations and Warranties.  The Company hereby
represents and warrants to the Agent and the Banks as follows:
          (a)  No Default or Event of Default has occurred and is
continuing.
          (b)  The execution, delivery and performance by the Company
of this Amendment have been duly authorized by all necessary corporate
and other action and do not and will not require any registration
with, consent or approval of, notice to or action by, any Person
(including any Governmental Authority) in order to be effective and
enforceable.  The Credit Agreement as amended by this Amendment
constitutes the legal, valid and binding obligations of the Company,
enforceable against it in accordance with its respective terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
or similar laws affecting the enforcement of creditors' rights

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generally or by equitable principles relating to enforceability,
without defense, counterclaim or offset.
          (c)  All representations and warranties of the Company
contained in the Credit Agreement are true and correct on and as of
the date hereof, except to the extent such representations and
warranties expressly refer to an earlier date, in which case they are
true and correct as of such earlier date.
          (d)  The Company is entering into this Amendment on the
basis of its own investigation and for its own reasons, without
reliance upon the Agent and the Banks or any other Person.

     4.   Effective Date.  This Amendment will become effective as of
the date first above written, or, if later, the date on which the
Agent has received from the Company and the Majority Banks a duly
executed original (or, if elected by the Agent, an executed facsimile
copy) of this Amendment.

     5.   Reservation of Rights.  The Company acknowledges and agrees
that the execution and delivery by the Agent and the Banks of this
Amendment shall not be deemed to create a course of dealing or
otherwise obligate the Agent or the Banks to enter into amendments
under the same, similar or any other circumstances in the future.

     6.   Miscellaneous.
          (a)  Except as herein expressly amended, all terms,
covenants and provisions of the Credit Agreement are and shall remain
in full force and effect and all references therein and in the other
Loan Documents to such Credit Agreement shall henceforth refer to the
Credit Agreement as amended by this Amendment.  This Amendment shall
be deemed incorporated into, and a part of, the Credit Agreement.
This Amendment is a Loan Document.
          (b)  This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.  No third party beneficiaries are intended in connection with
this Amendment.
          (c)  This Amendment shall be governed by and construed in
accordance with the law of the State of California.
          (d)  This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same
instrument.  Each of the parties hereto understands and agrees that
this document (and any other document required herein) may be
delivered by any party thereto either in the form of an executed
original or an executed original sent by facsimile transmission to be
followed promptly by mailing of a hard copy original, and that receipt
by the Agent of a facsimile transmitted document purportedly bearing
the signature of a Bank or the Company shall bind such Bank or the
Company, respectively, with the same force and effect as the delivery
of a hard copy original.  Any failure by the Agent to receive the hard
copy executed original of such document shall not diminish the binding
effect of receipt of the facsimile transmitted executed original of
such document of the party whose hard copy page was not received by
the Agent, and the Agent is hereby authorized to make sufficient
photocopies thereof to assemble complete counterparty documents.
          (e)  This Amendment, together with the Credit Agreement,
contains the entire and exclusive agreement of the parties hereto with
reference to the matters discussed herein and therein.  This Amendment
supersedes all prior drafts and communications with respect thereto.
This Amendment may not be amended except in accordance with the
provisions of Section 11.01 of the Credit Agreement.
<PAGE>

          (f)  If any term or provision of this Amendment shall be
deemed prohibited by or invalid under any applicable law, such
provision shall be invalidated without affecting the remaining
provisions of this Amendment or the Credit Agreement, respectively.
          (g)  The Company covenants to pay to or reimburse the Agent,
within five Business Days after demand, for all costs and expenses
(including reasonable Attorney Costs) incurred in connection with the
development, preparation, negotiation, execution and delivery of this
Amendment.

     IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first above written.

                                   OPTICAL COATING LABORATORY, INC.

                                   By:   /s/  Jeffrey M. Ryan
                                       ---------------------------------
                                   Name:  Jeffrey M. Ryan
                                         -------------------------------
                                   Title: Assistant Treasurer
                                          ------------------------------


                                   BANK OF AMERICA NATIONAL TRUST
                                   AND SAVINGS ASSOCIATION,
                                   as Agent

                                   By:   /s/ Christine Cordi
                                       ---------------------------------
                                   Name:  Christine Cordi
                                         -------------------------------
                                   Title: Vice President
                                          ------------------------------


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

                                   By:  /s/ Thomas K. McComas
                                       ---------------------------------
                                   Name:  Thomas K. McComas
                                         -------------------------------
                                   Title: Vice President
                                          ------------------------------


                                   ABN AMRO BANK N.V.

                                   By:   /s/Gina M. Brusatori
                                       ---------------------------------
                                   Name:  Gina M. Brusatori
                                         -------------------------------
                                   Title:  Group Vice President
                                          ------------------------------

                                   By:  /s/ Dianne D. Berkley
                                       ---------------------------------
                                   Name: Dianne D. Berkley
                                         -------------------------------
                                   Title: Group Vice President
                                          ------------------------------


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