First Amendment to Purchase and Sale Agreement and Preliminary Escrow Instructions
      dated March 1, 2004, with Pulte Home Corporation.


    Exhibit
      10.8.1

    


    FIRST
      AMENDMENT TO

    PURCHASE
      AND SALE AGREEMENT

    AND
      PRELIMINARY ESCROW INSTRUCTIONS

    [Portion
      of DiCon Fiberoptics Inc. Land, Regatta Boulevard, Richmond,
      California]

    


    This
      First Amendment to Purchase and Sale Agreement and Preliminary Escrow
      Instructions (the “First
      Amendment”)
      is
      entered into as of March 1, 2004, between DICON FIBEROPTICS, INC., a California
      corporation (“Seller”)
      and
      PULTE HOME CORPORATION, a Michigan corporation (“Buyer”).

    


    RECITALS

    


    
      	A.  	
              Seller
                and Buyer entered into a Purchase and Sale Agreement and Preliminary
                Escrow Instructions as of February 27,
                2004 (the “Agreement”).

            


    

    


    
      	B.  	
              Seller
                and Buyer desire to amend the Agreement as provided in this First
                Amendment.

            


    

    


    The
      parties agree as follows:

    


    Agreement.

    


    
      	1.  	
              Section
                3.5 of the Agreement is hereby amended by substituting the date “August
                26, 2004” for the date “April 26,
                2004”.

            


    

    


    
      	2.  	
              Except
                as amended by this First Amendment, all terms, conditions and provisions
                of the Agreement shall remain in full force and
                effect.

            


    

    


    


    IN
      WITNESS HEREOF, the
      parties hereto have executed this First Amendment as of the date first above
      written.

    


    
      	
              Seller:

            	
              Buyer:

            
	 	 
	
              DICON
                FIBEROPTICS, INC., 

            	
              PULTE
                HOME CORPORATION

            
	
              a
                California corporation

            	
              a
                Michigan corporation

            
	 	 
	
              By: /s/
                Ho-Shang Lee

            	
              By:
                /s/ J. Steven Kalmbach

            
	
              Name:
                 Ho-Shang
                Lee, Ph.D.

            	
              Name:
                 J.
                Steven Kalmbach

            
	
              Its:
                President & CEO

            	
              Its:
                 Division
                President

            


    

    



    
      
        
        

      

      
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    Acceptance
      by Escrow Holder

    


    CHICAGO
      TITLE COMPANY hereby acknowledges that it has received originally executed
      counterparts or a fully executed original of the foregoing First Amendment
      to
      Purchase and Sale Agreement and Preliminary Escrow Instructions and agrees
      to
      act as Escrow Agent thereunder and to be bound by and perform the terms thereof
      as such terms apply to Escrow Agent. 

     

    


    CHICAGO
      TITLE COMPANY

    


    By:
      /s/
      Laurrie Edwards  

    


    Name:
      Laurrie Edwards  

    Its:
      AVP
       

    Date
      of
      Execution:
      3/1/04  


    
      
        
        

      

      
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