<PAGE>



                                                                  Exhibit 10.119
                                 FIRST AMENDMENT

         FIRST AMENDMENT (this  "Amendment")  dated as of September 30, 1998, by
and among SPECTRAN CORPORATION (the "Company"), a Delaware corporation, SPECTRAN
COMMUNICATION  FIBER  TECHNOLOGIES,   INC.  ("SCFT"),  a  Delaware  corporation,
SPECTRAN SPECIALTY OPTICS COMPANY ("SSOC"), a Delaware corporation,  and APPLIED
PHOTONIC DEVICES,  Inc.  ("APD"),  a Delaware  corporation  (SCFT, SSOC and APD,
together with their respective successors and assigns, referred to individually,
as a "Guarantor,"  and,  collectively,  as the "Guarantors;" the Company and the
Guarantors being referred to herein as the  "Obligors"),  Fleet National Bank, a
national banking  association (the "Former Trustee") as security trustee under a
certain Trust  Indenture (as amended and as may be further  amended from time to
time,  the "Trust  Indenture",  dated as of December 1, 1996 among the Obligors,
the Former  Trustee and the other  parties  thereto,  and STATE  STREET BANK AND
TRUST COMPANY, a Massachusetts trust company, as successor to the Former Trustee
and in its  capacity as  security  trustee,  together  with its  successors  and
assigns and any co-trustees  that becomes such in accordance with the provisions
of the Trust Indenture, the "Trustee").

6.       Preliminary Statement

         (a) The Obligors  entered into a certain Patent  Collateral  Assignment
(the  "Existing"),  dated as of December 1, 1996, in favor of the Former Trustee
to secure the obligations of the Obligors pursuant to the Lending Documents. The
Existing Patent Collateral Assignment, as amended by this Amendment, is referred
to herein as the "Amended Patent Collateral Assignment."

         (b) All acts and proceedings  required by law and by the certificate or
articles  of  incorporation  and  bylaws of each of the  Obligors  necessary  to
constitute  this  Amendment  a valid  and  binding  agreement  for the  uses and
purposes set forth  herein,  in  accordance  with its terms,  have been done and
taken,  and the  execution  and delivery  hereof has been in all  respects  duly
authorized.

<PAGE>

7.       Defined Terms

         The terms used  herein  have the  meanings  specified  in the  Existing
Patent Collateral Assignment unless otherwise defined herein.

8.       Amendments to Terms of Existing Patent Collateral Assignment

         The Existing Patent Collateral Assignment is amended as follows:

         (a)      in connection  with the resignation of Fleet National Bank, as
                  Trustee,  as  acknowledged  by  Fleet  National  Bank  by  its
                  execution and delivery of this Amendment,  and the appointment
                  of State Street Bank and Trust Company as successor trustee as
                  acknowledged  by State Street Bank and Trust  Company and each
                  of the Obligors by their respective  execution and delivery of
                  this  Amendment,  all references to Fleet National Bank in its
                  capacity as Trustee  are hereby  amended to be  references  to
                  State Street Bank and Trust Company as Trustee; and

         (b)  Schedule A thereto is amended and  restated in its entirety as set
forth on Schedule A hereto.



<PAGE>



                                                         
      SPECTRAN CORPORATION FIRST AMENDMENT TO PATENT COLLATERAL ASSIGNMENT

16.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF OBLIGORS

Each of the  representations,  warranties  and covenants made by the Obligors in
respect of the Trademarks set forth in the Existing Patent Collateral Assignment
are  incorporated  herein by  reference  and are made as of the date  hereof and
immediately after the effectiveness hereof and after giving effect hereto, there
exists no Default or Event of Default.

9.       Scope and Effect of Amendment

         Except as expressly  provided  herein,  no terms or  provisions  of the
Existing Patent Collateral Assignment are modified or changed by this Amendment,
and the  terms and  provisions  of the  Existing  Patent  Collateral  Assignment
continue in full force and effect.

         Each of the  Obligors  hereby  acknowledges,  confirms,  reaffirms  and
ratifies all of its obligations  and duties under the Lending  Documents and all
agreements  related thereto.  This Amendment does not constitute an agreement or
obligation of any Beneficiary to give its consent to any future amendment of any
Lending Document or to any future transaction that would,  absent consent of the
Beneficiaries, constitute a Default or Event of Default under any of the Lending
Documents.  This Amendment may not be  contradicted by evidence of any actual or
alleged prior, contemporaneous or subsequent understandings or agreements of the
parties,  written  or oral,  express  or  implied,  other  than a writing  which
expressly amends or supersedes this Amendment or the Lending Documents. Upon the
effectiveness  of this Amendment,  each reference in any Lending Document to any
Patent  Collateral  Assignment  shall  mean  and be a  reference  to the  Patent
Collateral Assignment as amended hereby.

<PAGE>

10.      Miscellaneous

         (a)      Successors and Assigns

         This  Amendment  shall bind and inure to the benefit of the  respective
successors and assigns of the Obligors, the Trustee and the Beneficiaries.

(1)      Expenses

         The Company will pay, or cause to be paid, the reasonable out-of-pocket
costs and  expenses  of each  Beneficiary  and the  Trustee in  connection  with
entering  into  this  Amendment  and  the   consummation  of  all   transactions
contemplated  hereby.  The  obligations  of the Company  under this Section 6(b)
shall survive payment of any Secured Obligations.

(2)      Effectiveness

         This Amendment may be executed in one or more counterparts and shall be
effective,  as of the date hereof, when at least one counterpart shall have been
executed by each of the parties hereto.

      [Remainder of page intentionally blank. Next page is signature page.]


<PAGE>



     SPECTRAN  CORPORATION  FIRST AMENDMENT TO PATENT  COLLATERAL  ASSIGNMENT IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on
their behalf by a duly authorized officer or agent thereof,  as the case may be,
as of the date first above written.

Signed, sealed and delivered                      SPECTRAN CORPORATION
in the presence of:


                                                   By: -------------------------

                                                   Name:
                                                   Title:


                                                   SPECTRAN COMMUNICATION FIBER
                                                   TECHNOLOGIES, INC.


                                                    By:-------------------------

                                                    Name:
                                                    Title:


                                                    SPECTRAN SPECIALTY OPTICS
                                                    COMPANY


                                                    By: ------------------------

                                                    Name:
                                                    Title:



                                                  APPLIED PHOTONIC DEVICES, INC.


                                                     By: -----------------------

                                                     Name:
                                                     Title:






<PAGE>


                                          FLEET NATIONAL BANK, as Former Trustee



                                                     By: -----------------------

                                                     Name:
                                                     Title:




<PAGE>



                                 STATE STREET BANK AND TRUST COMPANY, as Trustee


                                                     By: -----------------------

                                                     Name:
                                                     Title:



<PAGE>


STATE OF _______________                    )
                                                     )  ss.
COUNTY OF _____________                     )

         On _______________,  before me, the undersigned, a notary public in and
for said County and State,  duly  commissioned  and sworn,  personally  appeared
_____________________________,  personally  known to me or proved to me to be on
the basis of  satisfactory  evidence  to be the person who  executed  the within
instrument as the  _________________________ of SPECTRAN CORPORATION, a Delaware
corporation, and acknowledged that such corporation executed the same.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                                 Notary Public in and for the
                                                 County of ____________________,
                                                 State of ______________________
                                       My Commission Expires: __________________
                                                              [SEAL]




STATE OF _______________                    )
                                                     )  ss.
COUNTY OF _____________                     )

         On _______________,  before me, the undersigned, a notary public in and
for said County and State,  duly  commissioned  and sworn,  personally  appeared
_____________________________,  personally  known to me or proved to me to be on
the basis of  satisfactory  evidence  to be the person who  executed  the within
instrument  as the  _________________________  of SPECTRAN  COMMUNICATION  FIBER
TECHNOLOGIES,   INC.,  a  Delaware  corporation,   and  acknowledged  that  such
corporation executed the same.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                                 Notary Public in and for the
                                                 County of ____________________,
                                                 State of ______________________
                                       My Commission Expires: __________________
                                                              [SEAL]



<PAGE>


STATE OF _______________                    )
                                                     )  ss.
COUNTY OF _____________                     )

         On _______________,  before me, the undersigned, a notary public in and
for said County and State,  duly  commissioned  and sworn,  personally  appeared
_____________________________,  personally  known to me or proved to me to be on
the basis of  satisfactory  evidence  to be the person who  executed  the within
instrument  as  the   _________________________  of  SPECTRAN  SPECIALTY  OPTICS
COMPANY, a Delaware corporation, and acknowledged that such corporation executed
the same.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                                 Notary Public in and for the
                                                 County of ____________________,
                                                 State of ______________________
                                       My Commission Expires: __________________
                                                              [SEAL]



STATE OF _______________                    )
                                                     )  ss.
COUNTY OF _____________                     )

         On _______________,  before me, the undersigned, a notary public in and
for said County and State,  duly  commissioned  and sworn,  personally  appeared
_____________________________,  personally  known to me or proved to me to be on
the basis of  satisfactory  evidence  to be the person who  executed  the within
instrument as the _________________________ of APPLIED PHOTONIC DEVICES, INC., a
Delaware corporation, and acknowledged that such corporation executed the same.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                                 Notary Public in and for the
                                                 County of ____________________,
                                                 State of ______________________
                                       My Commission Expires: __________________
                                                              [SEAL]




<PAGE>


STATE OF _______________                    )
                                                     )  ss.
COUNTY OF _____________                     )

         On _______________,  before me, the undersigned, a notary public in and
for said County and State,  duly  commissioned  and sworn,  personally  appeared
_____________________________,  personally  known to me or proved to me to be on
the basis of  satisfactory  evidence  to be the person who  executed  the within
instrument as the  _________________________  of FLEET NATIONAL BANK, a national
banking  association,  and acknowledged  that such national banking  association
executed the same as security trustee thereunder.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                                 Notary Public in and for the
                                                 County of ____________________,
                                                 State of ______________________
                                       My Commission Expires: __________________
                                                              [SEAL]



<PAGE>




STATE OF _______________                    )
                                                     )  ss.
COUNTY OF _____________                     )

         On _______________,  before me, the undersigned, a notary public in and
for said County and State,  duly  commissioned  and sworn,  personally  appeared
_____________________________,  personally  known to me or proved to me to be on
the basis of  satisfactory  evidence  to be the person who  executed  the within
instrument  as the  _________________________  of STATE  STREET  BANK AND  TRUST
COMPANY, a Massachusetts trust company, and acknowledged that such Massachusetts
trust company executed the same as security trustee thereunder.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                                 Notary Public in and for the
                                                 County of ____________________,
                                                 State of ______________________
                                       My Commission Expires: __________________
                                                              [SEAL]


<PAGE>



                                  Schedule A-1
      SPECTRAN CORPORATION FIRST AMENDMENT TO PATENT COLLATERAL ASSIGNMENT
                                                                      Schedule A


To be provided.
























<PAGE>



                                   Exhibit 1-1
      SPECTRAN CORPORATION FIRST AMENDMENT TO PATENT COLLATERAL ASSIGNMENT