Second Amendment to Purchase and Sale Agreement and Preliminary Escrow Instructions
      dated as of April 29, 2004, with Pulte Home Corporation.


    Exhibit
      10.8.2

    SECOND
      AMENDMENT TO

    PURCHASE
      AND SALE AGREEMENT

    AND
      PRELIMINARY ESCROW INSTRUCTIONS

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

    


    This
      Second Amendment to Purchase and Sale Agreement and Preliminary Escrow
      Instructions (the "Second
      Amendment")
      is
      entered into as of April 29th, 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 and a First Amendment
                to
                Purchase and Sale Agreement and Preliminary Escrow Instructions as
                of
                March 1, 2004 (collectively, the "Agreement").

            


    

    


    
      	B.  	
              Seller
                and Buyer desire to amend and restate certain provision of the Agreement
                as provided in this Second
                Amendment.

            


    

    


    The
      parties agree as follows:

    


    AGREEMENT

    


    
      	1.  	
              Section
                3.5 of the Agreement is hereby amended and restated in its entirety
                to
                read as follows:

            


    

    


    
      	 	
              "3.5

            	
              $250,000
                Payment to Seller.
                If Buyer has not elected to not proceed with its purchase of the
                Purchase
                Property pursuant to Section 3.3 or 7.2, then on the date of August
                26,
                2004, the Buyer shall pay to Seller by wire transfer the amount of
                Two
                Hundred Fifty Thousand Dollars
                ($250,000.00)."

            


    

    


    
      	2.  	
              A
                new Section 3.6 is hereby added to the Agreement to read as
                follows:

            


    

    


    
      	 	
              "3.6

            	
              $500,000
                Payment to Seller.
                If (a) the City has approved the Tentative Map and (b) Buyer has
                requested
                the first extension of the Closing Date as provided in Section 13.2.2,
                then on or before the Closing Date as in effect prior to such first
                extension, the Buyer shall pay to Seller by wire transfer the amount
                of
                Five Hundred Thousand Dollars ($500,000). The payment under Section
                3.5
                and the payment under this Section 3.6 are hereinafter individually
                and
                collectively referred to as the "Payment".

            


    

    


    
      	3.  	
              Section
                3.6 of the Agreement is hereby renumbered as Section 3.7 of the
                Agreement.

            


    

    


    
      	4.  	
              Section
                3.7 of the Agreement is hereby renumbered as Section 3.8 of the
                Agreement.

            


    

    


    
      	5.  	
              A
                new Section 10.3 is hereby added to the Agreement to read as
                follows:

            


    

    


    
      	 	
              "10.3

            	
              Soil.
                

            


    

    


    
      	 	
              10.3.1

            	
              Placement
                of Soil.
                Seller hereby agrees that if the City has approved the Tentative
                Map, then
                (a) Buyer may place soil on that part of the Purchase Property designated
                on Exhibit E hereto on top of the existing site improvements, and
                (b)
                Buyer and Buyer's architects, consultants, contractors and engineers
                performing services or work in connection with this Section 10.3
                may enter
                upon the Purchase Property to perform such services or
                work.

            


    

    


    The
      placement of soil shall be completed in accordance with plans and specifications
      approved by Seller and in compliance with all applicable laws, rules,
      regulations, and ordinances.

    


    The
      plans
      and specifications shall include traffic lanes and fire lanes and protection
      for
      site improvements, utilities, the Remaining Property and adjacent landowners,
      and a date and time schedule for the services and work to be
      performed.

    


    Buyer
      shall submit the plans and specifications to Seller at least sixty (60) days
      prior to the commencement of the placement of soil so that Seller may inform
      Buyer whether the plans and specifications meet with Seller's
      approval.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Buyer
      agrees that each of Buyer's architects, consultants, contractors and engineers
      performing services or work for the placement of soil will be properly qualified
      and licensed to perform such services and work.

    


    Not
      less
      than two (2) Business Days prior to the first entrance
      upon the Purchase Property by Buyer or any of Buyer's architects, consultants,
      contractors or engineers, in connection with the services or work for the
      placement of soil, Buyer will give Seller written notice of such intended
      entrance.

    


    
      	 	
              10.3.2

            	
              Restoration.
                If the Close of Escrow does not occur on or before the Closing Date,
                on or
                before the date falling sixty (60) days after the Closing Date Buyer
                shall
                restore the Purchase Property to substantially the same condition
                it was
                in prior to the placement of soil.

            


    

    


    
      	 	
              10.3.3

            	
              Buyer's
                Responsibility.
                Buyer shall be responsible for all direct, indirect, consequential,
                incidental, special and other damages, whether in contract or in
                tort,
                which may arise out of or result from the services or the work performed
                in connection with this Section
                10.3.

            


    

    


    
      	 	
              10.3.4

            	
              Insurance.
                Buyer shall purchase and maintain insurance protecting Seller from
                claims
                which may arise out of or result from the services and work performed
                in
                connection with this Section 10.3, including liability, property
                damage
                and workmen's compensation. All such insurance shall name Seller
                as
                insured or additional insured, shall be issued by an insurer or insurers
                satisfactory to Seller, shall be written for not less than the limits
                of
                liability specified on Exhibit F hereto, and shall be otherwise
                satisfactory to Seller.

            


    

    


    Certified
      copies of the insurance policies required under this Section 10.3.4 shall be
      delivered to Seller not less than thirty (30) days prior to the commencement
      of
      the placement of soil.

    


    
      	 	
              10.3.5

            	
              Bonds.
                Buyer shall purchase and maintain bonds protecting Seller from mechanics'
                liens which may arise out of or result from the services and work
                performed in connection with this Section 10.3 and guaranteeing Seller
                that Buyer will perform its obligations under this Section 10.3.
                All such
                bonds shall name Seller as obligee, shall be issued by a surety or
                sureties satisfactory to Seller, shall be written for not less than
                the
                limits specified on Exhibit F hereto, and shall be otherwise satisfactory
                to Seller.

            


    

    


    The
      bonds
      required under this Section 10.3.5 shall be delivered to Seller not less than
      thirty (30) days prior to the commencement of the placement of
      soil.

    


    
      	 	
              10.3.6

            	
              Costs.
                Buyer shall be responsible for and shall pay directly all costs,
                fees and
                expenses incurred in connection with the plans and specifications
                for the
                placement of soil, the placement of soil, any restoration of the
                Purchase
                Property required under Section 10.3.2 and the insurance and bonds
                required under Sections 10.3.4 and
                10.3.5."

            


    

    


    
      	6.  	
              Section
                11.1 of the Agreement is hereby amended by adding the words and numbers
                "AND SECTION 10.3" on lines three and ten thereof after the words
                and
                numbers "SECTION 10.2" and before the closing
                parenthesis.

            


    

    


    
      	7.  	
              Section
                11.2 of the Agreement is hereby amended by adding the words and numbers
                "OR SECTION 10.3" at the end of line two thereof after the words
                and
                numbers "SECTION 10.2" and before the
                colon.

            


    

    


    
      	8.  	
              Section
                13.2 of the Agreement is hereby amended by renumbering and renaming
                the
                Section as "Section 13.2.1 Extension
                of Closing Date if City has not Approved the Tentative
                Map",
                the reference to "Section 13.2" in line 2 of the renumbered Section
                13.2.1
                is hereby amended to read "Section 13.2.1", and a new Section 13.2.2
                is
                hereby added to the Agreement to read as
                follows:

            


    

    


    
      	 	
              "13.2.2

            	
              Extension
                of Closing Date if City has Approved the Tentative Map.
                Buyer may request Seller to extend the Closing Date as provided and
                subject to the conditions precedent in this Section
                13.2.2.

            


    

    


    If
      (a)
      the City has approved the Tentative Map and (b) Buyer requires the extension
      in
      order to perform services and work in connection with Section 10.3, then Buyer
      may request Seller to extend the Closing Date up to three (3) times. Each such
      extension may extend the Closing Date to the date falling up to thirty (30)
      days
      after the Closing Date as in effect prior to such extension, but no later than
      May 31, 2005.

    


    The
      first
      such extension is subject to the condition precedent that, on or before the
      Closing Date as in effect prior to such extension, Seller shall have received
      from Buyer by wire transfer the payment under Section 3.6.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Each
      such
      extension is subject to the conditions precedent that, on or before the Closing
      Date as in effect prior to such extension (a) Seller and Escrow Agent shall
      each
      have received from Buyer a written notice of Buyer's request to Seller to extend
      the Closing Date, (b) the extension is required to perform services and work
      in
      connection with Section 10.3, and (c) Seller shall have received from Buyer
      by
      wire transfer an extension payment in the amount of Fifty Thousand Dollars
      ($50,000.00). The extension payments are not applicable to the Purchase Price
      and are non-refundable under any and all circumstances including, but not
      limited to, any termination of Buyer's obligation to purchase and Seller's
      obligation to sell the Purchase Property under this Agreement. 

    


    
      	9.  	
              Except
                as amended and restated by this Second Amendment, all terms, conditions
                and provisions of the Agreement shall remain in full force and
                effect.

            


    

    


    
      	
              10.

            	
              This
                Second Amendment may be executed in any number of identical counterparts.
                If so executed, each of such counterparts is to be deemed an original
                for
                all purposes, and all such counterparts shall, collectively, constitute
                one agreement. The signature pages of each counterpart may be combined
                to
                form one Agreement. The parties agree that the executed counterparts
                may
                be transmitted by fax and that such faxed copy will be deemed as
                an
                original hereof.

            


    

     

    [signatures
      on following page]


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS HEREOF,
      the
      parties hereto have executed this Second 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/ Daniel J. Carroll

            
	
              Name:
                 Ho-Shang
                Lee, Ph.D.

            	
              Name:
                 Daniel
                J. Carroll

            
	
              Its:
                President & CEO

            	
              Its:
                 Attorney-in-Fact

            


    

    


    Acceptance
      by Escrow Holder

    


    CHICAGO
      TITLE COMPANY hereby acknowledges that it has received originally executed
      counterparts or a fully executed original of the foregoing Second 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/
      Laurie Edwards

    


    Name:
       Laurie
      Edwards    

    Its:
       Assistant
      Vice President

    Date
      of
      Execution:  5-3-05  


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    


    


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

    


    INSURANCE

    


    


    
      	
              Liability    

            	
              $10,000,000
                $5,000,000 /s/ DJC /s/ HSL

            
	 	 
	
              Property
                damage   

            	
              $5,000,000

            
	 	 
	
              Workmen¡¦s
                compensation  

            	
              $2,000,000

            
	 	 
	
              Employer¡¦s
                practice liability 

            	
              $1,000,000

            


    

    


    BONDS

    


    


    
      	
              Mechanics¡¦
                Liens   

            	
              $250,000

            
	 	 
	
              Performance   

            	
              $250,000