Purchase and Sale Agreement and Preliminary Escrow Instructions dated as of
      February 27, 2004, with Pulte Home Corporation.


    Exhibit
      10.8

    


    PURCHASE
      AND SALE AGREEMENT

    AND
      PRELIMINARY ESCROW INSTRUCTIONS

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

    


    This
      Purchase and Sale Agreement and Preliminary Escrow Instructions (the
      "Agreement")
      is
      entered into as of February 27, 2004, (the "Agreement
      Date")
      between
      DICON FIBEROPTICS, INC., a California corporation ("Seller")
      and
      PULTE HOME CORPORATION, a Michigan corporation ("Buyer").

    


    RECITALS

    


    
      	
              A.

            	
              Seller
                is the owner of certain real property located in the City of Richmond
                (the
                "City"),
                County of Contra Costa (the "County"),
                State of California, which real property is designated as Lots 1,
                2, 3,
                and 4 of that certain Parcel Map MS 754-01, dated November 1, 2001,
                and
                recorded in the official records of the County on December 24, 2001
                (the
                "Property").
                The real property located within Lots 3 and 4 and that portion of
                the real
                property located within Lot 2 lying directly east and north of Lot
                3 of
                the Parcel Map MS 754-01 is collectively referred to as the "Overall
                Property". 

            


    

    


    
      	
              B.

            	
              Seller
                desires to sell a portion of the Overall Property to Buyer, and Buyer
                desires to purchase the same from Seller, upon the terms and conditions
                contained in this Agreement.

            


    

    


    The
      parties agree as follows:

    


    AGREEMENT

    


    
      	
              1.

            	
              Purchase
                and Sale.
                Seller hereby agrees to sell to Buyer, and Buyer agrees to purchase
                from
                Seller, the Purchase Property. The
                "Purchase
                Property" shall
                mean an approximately eleven (11) acre portion of the Overall Property,
                as
                generally depicted in the crosshatched area shown on Exhibit A hereto,
                together with any improvements situated thereon as of the Agreement
                Date
                and all easements and rights appurtenant to such real property and
                improvements. Prior to the expiration of the Due Diligence Period
                (defined
                in Section 3.1), a survey of the Purchase Property shall be completed
                by a
                licensed land surveyor selected by Buyer and approved by Seller for
                the
                purpose of determining the precise area and location of the Purchase
                Property. The survey shall not increase the acreage of the Purchase
                Property to more than twelve (12) acres, reduce the acreage of the
                Purchase Property to less than ten (10) acres or change the location
                of
                the Purchase Property from the general location set forth in Exhibit
                A.
                The western boundary of the Purchase Property shall be a straight
                line
                lying in a north-south direction and connecting the northern border
                and
                the southern border of the Overall Property. Buyer shall be responsible
                for and shall pay directly all costs, fees and expenses incurred
                in
                connection with the survey. Seller shall have the right to approve
                the
                survey. The Seller¡¦s right to approve or disapprove the survey shall be
                absolute and unconditional under any and all circumstances. If Seller
                disapproves of the survey, the survey shall be revised so that it
                meets
                with Seller¡¦s approval. The "Remaining
                Property" shall
                mean that part of the Property which is not Purchase
                Property.

            


    

    


    
      	
              2.

            	
              Purchase
                Price.
                The purchase price ("Purchase
                Price")
                for the Purchase Property shall be $26.00 times the number of Actual
                Square Feet. "Actual
                Square Feet"
                shall mean the actual gross square footage of the Purchase Property
                as
                determined by the Acceptable Parcel Map (defined in Section 6.4)
                for the
                Purchase Property, without deduction for any portion thereof lying
                within
                any street, right-of-way, easement, or
                encroachment.

            


    

    


    
      	
              3.

            	
              Escrow;
                Deposit; General Release; Payment.

            


    

    


    
      	 	
              3.1

            	
              Opening
                of Escrow.
                The transaction contemplated by this Agreement shall be consummated
                through an escrow ("Escrow")
                with CHICAGO
                TITLE COMPANY
                located at One Kaiser Plaza, Suite 745, Oakland, California 94612
                ("Escrow
                Agent"
                or
                "Title
                Company").
                Prior to the execution of this Agreement, Seller and Buyer shall
                open
                Escrow with Escrow Agent. The period commencing on the Agreement
                Date and
                ending on the date of April 29, 2004, is the "Due
                Diligence Period".

            


    

    


    
      	 	
              3.2

            	
              Deposit;
                General Release.
                

            


    

    


    
      	(a)  	
              Within
                three (3) Business Days after the Agreement Date, Buyer shall deposit
                into
                Escrow the sum of Two Hundred Fifty Thousand Dollars ($250,000.00)
                (the
                "Deposit").

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              Simultaneously
                with the execution of this Agreement, Buyer shall deliver to Seller
                a
                general release, waiver of claims and covenant not to sue in the
                form of
                Exhibit B hereto, duly executed and acknowledged by Buyer ("General
                Release").

            


    

    


    
      	 	
              3.3

            	
              Deposit
                Refundable During Due Diligence Period.
                On or before the date of April 29, 2004, Buyer may elect not to proceed
                with its purchase of the Purchase Property by written notice received
                by
                Seller and Escrow Agent on or before the date of April 29, 2004.
                If Buyer
                so elects as provided in the preceding sentence and Seller and Escrow
                Agent have received the notice of Buyer¡¦s election as provided in the
                preceding sentence:

            


    

    


    
      	(a)  	
              Buyer
                shall immediately pay Escrow Agent its fees and
                costs;

            


    

    


    
      	(b)  	
              Escrow
                Agent shall immediately refund the Deposit to
                Buyer;

            


    

    


    
      	(c)  	
              Escrow
                Agent shall immediately pay Buyer interest which accrued on the Deposit
                while held by Escrow Agent;

            


    

    


    
      	(d)  	
              The
                General Release shall become effective
                immediately;

            


    

    


    
      	(e)  	
              Buyer
                shall have no obligation under this Agreement to purchase the Purchase
                Property from Seller, or to process and obtain the approval of the
                parcel
                maps pursuant to Section 6 and the Tentative Map (defined in Section
                8.1);
                and

            


    

    


    
      	(f)  	
              Seller
                shall have no obligation under this Agreement to sell the Purchase
                Property to Buyer.

            


    

    


    
      	 	
              3.4

            	
              Deposit
                Released 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, on the date of April 30,
                2004,
                the Escrow Agent shall, and Buyer hereby irrevocably instructs Escrow
                Agent to, release and pay the Deposit (but not the accrued interest
                thereon) to Seller.

            


    

    


    
      	 	
              3.5

            	
              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, on the date of April 26,
                2004,
                the Buyer shall pay to Seller the amount of Two Hundred Fifty Thousand
                Dollars ($250,000.00) (the
                "Payment").

            


    

    


    
      	 	
              3.6

            	
              Deposit
                and Payment Non-Refundable.
                The Deposit (after the release and payment of the Deposit to Seller
                pursuant to Section 3.4) and the Payment shall be non-refundable
                to Buyer
                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 or the occurrence of any default by Buyer
                or by
                Seller, under this Agreement, except as provided in Section
                11.3.

            


    

    


    
      	 	
              3.7

            	
              Investment
                and Reinvestment of Deposit.
                The Deposit and all other funds deposited
                by Buyer, for so long as they may be held by the Escrow Agent under
                this
                Agreement, will be invested and reinvested by the Escrow Agent in
                any
                demand deposit or savings account(s) of any California state or federal
                savings and loan association or California state bank or national
                banking
                association. All interest earned under such account(s) will accrue
                to
                Buyer.

            


    

    


    
      	
              4.

            	
              Payment
                of Purchase
                Price.
                The Purchase Price will be payable to Seller in cash through Escrow
                at the
                Close of Escrow. The amount of the Deposit and the Payment actually
                received by Seller shall be applied to the Purchase Price on the
                Close of
                Escrow.

            


    

    


    5. Documents
      and Investigations.

    


    
      	 	
              5.1

            	
              Delivery
                of Documents.
                Seller will within ten (10) days after the Agreement Date deliver
                to
                Buyer, for Buyer¡¦s review, copies of the documents listed on Exhibit C
                hereto (the "Property
                Documents").

            


    

    


    Buyer
      agrees to treat all the Property Documents as confidential, not to disclose
      any
      information gained by review of the Property Documents to any third parties
      other than Buyer¡¦s employees, agents, consultants, attorneys, and prospective
      lenders, investors and other financing sources for purposes related to Buyer¡¦s
      purchase of the Purchase Property, to use such information only in connection
      with its proposed purchase of the Purchase Property hereunder, and to take
      all
      measures necessary to safeguard such information in order to preserve its
      confidentiality.

    


    Buyer
      agrees that it will obtain from the person responsible for preparing a Property
      Document that person¡¦s prior written consent to the disclosure and use of the
      Property Document and any information gained by review of the Property Document
      permitted by the preceding paragraph.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Buyer
      shall rely solely upon its own independent investigation concerning matters
      contained in the Property Documents. Without limiting the provisions of this
      Section or Section 5.3 below, Buyer acknowledges and agrees that Seller has
      not
      made any representation or warranty, express or implied, as to the accuracy
      or
      completeness of the Property Documents or the information contained in the
      Property Documents, and that Seller shall have no responsibility for the
      accuracy or completeness of the Property Documents or the information contained
      in the Property Documents.

    


    
      	 	
              5.2

            	
              Buyer's
                Investigation.
                Seller hereby agrees that Buyer and Buyer's agents, engineers,
                contractors, representatives and employees before the Closing Date
                may
                enter upon the Purchase Property for purposes of performing, at Buyer's
                expense, an ALTA, boundary, and/or other survey, engineering studies,
                Hazardous Materials (defined below) and soils tests, and such other
                feasibility studies and inspections as Buyer shall determine in its
                sole
                discretion (collectively, "Investigations").

            


    

    


    Buyer
      shall not, and shall not permit any of its agents, engineers, contractors,
      representatives and employees to, conduct any Investigations within twenty
      (20)
      feet from any building.

    


    Buyer
      agrees that (a) each of Buyer's agents, engineers, contractors, representatives
      and employees will be properly qualified and licensed to perform the
      Investigations with respect to the Purchase Property required by Buyer; (b)
      not
      less than two (2) Business Days prior to each entrance upon the Purchase
      Property by Buyer or any of Buyer's agents, engineers, contractors,
      representatives and employees, Buyer will give Seller written notice of such
      intended entrance and deliver to Seller insurance certificates evidencing the
      workmen's compensation and liability insurance covering each of Buyer¡¦s agents,
      engineers, contractors, representatives and employees who will be entering
      upon
      the Purchase Property, which insurance coverage must have general liability
      limits of $2,000,000 and be otherwise reasonably satisfactory to Seller; and
      (c)
      Buyer will permit Seller's employees to accompany each of Buyer's agents,
      engineers, contractors, representatives and employees entering upon the Purchase
      Property.

    


    A
      draft
      copy of each report, survey, study, test and inspection prepared pursuant to
      the
      Investigations shall be delivered to Seller for review and comment at least
      five
      (5) Business Days before such report, survey, study, test or inspection is
      finalized. Buyer shall provide Seller with a copy of each final report, survey,
      study, test and inspection as soon as the same is finalized.

    


    All
      Investigations shall be at the sole expense of Buyer.

    


    Buyer
      shall restore the Purchase Property to substantially the same condition it
      was
      in prior to the Investigations. 

    


    
      	 	
              5.3

            	
              Condition
                of Property.
                Buyer acknowledges and agrees that it is purchasing the Purchase
                Property
                based solely upon Buyer's Investigations of the Purchase Property,
                and
                that Buyer is purchasing the Purchase Property in an "AS IS, WITH
                ALL
                FAULTS" condition, without relying upon any representations or warranties,
                express, implied or statutory, of any kind. Without limiting the
                above,
                Buyer acknowledges and agrees that neither Seller nor any of Seller¡¦s
                directors, officers, employees or agents has made any representations
                or
                warranties, express or implied, as to any matters, directly or indirectly,
                concerning the Purchase Property including, but not limited to, the
                land,
                the square footage of the Purchase Property, improvements and
                infrastructure, if any, development rights and exactions, expenses
                associated with the Purchase Property, taxes, assessments, bonds,
                permissible uses, title exceptions, water or water rights, topography,
                utilities, zoning, soil, subsoil, soil and subsoil remediation, the
                purposes for which the Purchase Property may be used, the Purchase
                Property's fitness for Buyer's intended use, the availability of
                such
                intended use under applicable law or rule or regulation or ordinance,
                drainage, environmental or building laws or rules or regulations
                or
                ordinances, Hazardous Materials (defined below in this Section 5.3),
                or
                any other matters affecting or relating to the Purchase Property.
                The
                Close of Escrow shall be conclusive evidence that (a) Buyer has inspected
                (or has caused to be inspected) the Purchase Property to the extent
                deemed
                by Buyer to be necessary or advisable for its own purposes, (b) Buyer
                accepts the Purchase Property as being in good and satisfactory condition
                and suitable for Buyer's purposes, and (c) the Purchase Property
                fully
                complies with Seller's covenants and obligations
                hereunder.

            


    

    


    Buyer
      further acknowledges and agrees that Seller's cooperation with Buyer in
      connection with Buyer's due diligence review of the Purchase Property, whether
      by providing the Title Report (defined in Section 7.1), the Property Documents
      and other documents, or permitting inspection of the Purchase Property, shall
      not be construed as any warranty or representation, express or implied, of
      any
      kind with respect to the Purchase Property, or with respect to the accuracy,
      completeness, or relevance of any such documents.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Without
      limiting the generality of the foregoing, Buyer hereby expressly waives,
      releases and relinquishes, and hereby covenants and agrees that it will forever
      refrain from instituting, reinstating, maintaining or prosecuting, any and
      all
      claims, causes of action, suits, rights and remedies Buyer may now or hereafter
      have against Seller, and the directors, officers, employees, and agents of
      Seller, whether known or unknown, with respect to any past, present or future
      presence or existence of Hazardous Materials on, under or about the Purchase
      Property or with respect to any past, present or future violations of any laws,
      rules, regulations or ordinances, now or hereafter enacted, regulating or
      governing the use, handling, storage, release or disposal of Hazardous
      Materials, including, without limitation, (a) any and all rights Buyer may
      now
      or hereafter have to seek contribution from Seller under Section 113(f)(i)
      of
      the Comprehensive Environmental Response, Compensation and Liability Act of
      1980
      ("CERCLA"), as amended by the Superfund Amendments and Reauthorization Act
      of
      1986 (42 U.S.C.A. Section 9613), as the same may be further amended or replaced
      by any similar law, rule or regulation, (b) any and all rights Buyer may now
      or
      hereafter have against Seller under the Carpenter-Presley-Tanner Hazardous
      Substances Account Act (California Health and Safety Code, Section 25300 et
      seq.), as the same may be further amended or replaced by any similar law, rule
      or regulation, (c) any and all claims, whether known or unknown, now or
      hereafter existing, with respect to the Purchase Property under Section 107
      of
      CERCLA (42 U.S.C.A. Section 9607), as the same may be further amended or
      replaced by any similar law, rule or regulation, and (d) any and all claims,
      whether known or unknown, based on nuisance, trespass or any other common law
      or
      statutory provisions. As used herein, the term "Hazardous
      Material(s)"
      includes, without limitation, any hazardous or toxic materials, substances
      or
      wastes, such as (i) those materials identified in Chapters 10 and 11 of Title
      22
      of the California Administrative Code, Division 4.5, as amended from time to
      time, (ii) those materials defined in Section 25001 (o), (p) and (q) of the
      California Health and Safety Code, as amended from time to time, (iii) any
      materials, substances or wastes which are toxic, ignitable, corrosive or
      reactive and which are regulated by any local governmental authority, any agency
      of the State of California or any agency of the United States Government, (iv)
      asbestos, (v) petroleum and petroleum based products, (vi) urea formaldehyde
      foam insulation, (vii) polychlorinated biphenyls (PCBs), and (viii) freon and
      other chlorofluorocarbons.

    


    BUYER
      HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF
      CALIFORNIA CIVIL CODE SECTION 1542 ("SECTION 1542"), WHICH IS SET FORTH
      BELOW:

    


    "A
      GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
      OR
      SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
      KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
      DEBTOR."

    


    BY
      INITIALING BELOW, BUYER HEREBY WAIVES THE PROVISIONS OF SECTION
      1542.

    


    Buyer's
      Initials
      /s/
      SK   

    


    
      	
              6.

            	
              Parcel
                Maps.
                

            


    

    


    
      	 	
              6.1

            	
              Buyer's
                Obligation.
                Buyer shall prepare and process with the City in compliance with
                all
                applicable laws, rules, regulations, and ordinances parcel maps,
                one of
                which will describe the Purchase Property and the other of which
                will
                describe the Remaining Property. The parcel map for the Purchase
                Property
                shall replicate the area and the location of the Purchase Property
                as
                shown on the survey of the Purchase Property completed pursuant to
                Section
                1, except
                that if the City requires the boundary between the Purchase Property
                and
                the Remaining Property (the western boundary of the Purchase Property
                and
                the eastern boundary of the Remaining Property) to be moved west
                no more
                than fifteen (15) feet or east no more than fifteen (15) feet as
                a
                condition of the City's approval of the parcel maps, then the boundary
                between the Purchase Property and the Remaining Property shall be
                moved to
                the extent required by such condition. 
                The parcel map for the Remaining Property shall contain two lots.
                The
                parcel maps shall include all the site requirements, easements and
                terms
                and conditions for the Purchase Property and the Remaining Property.
                Buyer
                shall use reasonably commercial efforts to obtain the City's approval
                of
                the parcel maps as soon as possible. Buyer shall be responsible for
                and
                shall pay directly all costs, fees and expenses incurred in connection
                with the parcel maps. 

            


    

    


    
      	 	
              6.2

            	
              Seller's
                Approvals.
                Seller shall have the right to approve the parcel maps (including
                all
                related documents, applications, maps, drawings, plans and materials)
                as a
                condition precedent to the submission of the parcel maps to the
                City.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    Seller
      shall have the right to approve any amendment or modification of the parcel
      maps
      (and of any related documents, applications, maps, drawings, plans and
      materials) after the submission of the parcel maps to the City and any
      conditions requested or imposed by the City in connection with the processing
      of
      the parcel maps by the City.

    


    The
      Seller's right to approve or disapprove under this Section 6.2 is subject to
      the
      exception in Section 6.1 concerning the movement of the boundary between the
      Purchase Property and the Remaining Property west no more than fifteen (15)
      feet
      or east no more than fifteen (15) feet pursuant to a condition of the City's
      approval of the parcel maps.

    


    Any
      item
      of which Seller disapproves under this Section 6.2 shall be revised so that
      it
      meets with Seller¡¦s approval.

    


    If
      Seller
      does not approve or disapprove of an item under this Section 6.2 on or before
      ten (10) days after receiving the same, Seller shall be deemed to have approved
      the item.

    


    
      	 	
              6.3

            	
              Information
                to Seller.
                Buyer shall submit the parcel maps along with all related documents,
                applications, maps, drawings, plans and materials to Seller at least
                five
                (5) Business Days prior to submission to the
                City.

            


    

    


    
      	 	
              6.4

            	
              Recording
                of Acceptable Parcel Maps.
                The parcel maps prepared by Buyer, approved by Seller, and approved
                by the
                City, pursuant to this Section 6 are referred to as the "Acceptable
                Parcel Maps".
                The Acceptable Parcel Maps shall be recorded in the Official Records
                of
                the County prior to or concurrently with the Close of
                Escrow.

            


    

    


    
      	
              7.

            	
              Title.

            


    

     

    
      	 	
              7.1

            	
              Title
                Report.
                Within five (5) Business Days after the Agreement Date, Seller, at
                Seller¡¦s cost and expense, shall cause to be issued by the Title Company
                a current preliminary title report ("Title
                Report")
                covering the Overall Property. The Title Report shall set forth the
                state
                of title to the Overall Property together with all exceptions or
                conditions to such title, including, but not limited to, all easements,
                restrictions, rights-of-way, covenants, reservations and all other
                encumbrances affecting the Overall Property which would appear in
                an
                owner's policy of title insurance if issued. Buyer shall also be
                furnished
                with true, correct and legible copies of all instruments referred
                to in
                the Title Report as conditions or exceptions to title to the Overall
                Property, (collectively, "supporting
                documents").

            


    

    


    
      	 	
              7.2

            	
              Title
                Objections.
                Buyer shall give written notice to Seller and Escrow Agent approving
                or
                disapproving the exceptions set forth in the Title Report (other
                than
                Approved Exceptions (defined in Section 7.3)) within fifteen (15)
                days
                following the later of (a) Buyer's receipt of the Title Report, all
                supporting documents and the Property Documents, or (b) the Agreement
                Date. Seller will have fifteen (15) days ("Seller's
                Response Period")
                after receipt of Buyer's notice to notify Buyer and Escrow Agent
                of
                Seller's intent to cause any exceptions disapproved by Buyer to be
                removed
                by the Close of Escrow. If Seller fails to notify Buyer and Escrow
                Agent
                within Seller's Response Period that Seller does not intend to cause
                the
                disapproved exceptions to be removed, then Seller shall be deemed
                to have
                notified Buyer and Escrow Agent that Seller does not intend to cause
                the
                disapproved exceptions to be removed. If Seller notifies Buyer and
                Escrow
                Agent or is deemed to have notified Buyer and Escrow Agent that Seller
                does not intend to cause the disapproved exceptions to be so removed,
                then
                Buyer will, by written notice received by Seller and Escrow Agent
                no later
                than ten (10) days after the expiration of Sellers' Response Period,
                either withdraw Buyer's objections to the exceptions that Seller
                will not
                remove or elect not to proceed with its purchase of the Purchase
                Property.
                If Buyer fails to notify Seller and Escrow Agent as provided in the
                preceding sentence, then Buyer shall be deemed to have notified Seller
                and
                Escrow Agent that it is withdrawing Buyer's objections to the exceptions
                that Seller will not remove. If Buyer elects not to proceed with
                its
                purchase of the Purchase Property:

            


    

    


    
      	(a)  	
              Buyer
                shall immediately pay Escrow Agent its fees and
                costs;

            


    

    


    
      	(b)  	
              Escrow
                Agent shall immediately refund the Deposit to
                Buyer;

            


    

    


    
      	(c)  	
              Escrow
                Agent shall immediately pay Buyer interest which accrued on the Deposit
                while held by Escrow Agent;

            


    

    


    
      	(d)  	
              The
                General Release shall become effective
                immediately;

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    
      	(e)  	
              Buyer
                shall have no obligation under this Agreement to purchase the Purchase
                Property from Seller, or to process and obtain the approval of the
                parcel
                maps pursuant to Section 6 and the Tentative Map;
                and

            


    

    


    
      	(f)  	
              Seller
                shall have no obligation under this Agreement to sell the Purchase
                Property to Buyer.

            


    

     

    
      	
            	
              7.3

            	
              Approved
                Exceptions.
                "Approved
                Exceptions" means:

            


    

     

    
      	(a)  	
              all
                title exceptions in the Title Report approved by Buyer (including
                those
                for which Buyer has withdrawn or is deemed to have withdrawn an objection)
                pursuant to Section 7.2;

            


    

     

    
      	(b)  	
              all
                liens to secure payment of general and special real property taxes
                and
                assessments, not delinquent;

            


    

    


    
      	(c)  	
              all
                liens of supplemental taxes assessed pursuant to the provisions of
                Chapter
                3.5 of the California Revenue and Taxation Code, Section 75 et.
                seq.;

            


    

    


    
      	(d)  	
              all
                matters affecting the condition of title created by or resulting
                from the
                Acceptable Parcel Maps or the Tentative Map (defined in Section
                8.1);

            


    

    


    
      	(e)  	
              all
                exceptions created by or resulting from any act or omission of Buyer
                or
                any of its agents, engineers, contractors, representatives and
                employees;

            


    

    


    
      	(f)  	
              all
                exceptions created by or resulting from any act or omission of any
                governmental authority in response to any activities of Buyer or
                Seller
                pursuant to Sections 6 or 8 of this
                Agreement;

            


    

    


    
      	(g)  	
              all
                applicable laws, rules, regulations and ordinances (including, but
                not
                limited to, those relative to building, zoning and land use) affecting
                the
                development, use, occupancy or enjoyment of the Purchase
                Property;

            


    

    


    
      	(h)  	
              all
                matters which would be revealed by a survey of the Purchase
                Property;

            


    

    


    
      	(i)  	
              all
                matters which could be revealed by an inspection of the Purchase
                Property;

            


    

     

    
      	(j)  	
              
                all
                  matters which could be ascertained by making inquiry of the parties
                  or
                  persons in possession of the Purchase
                  Property;

              

            


    

     

    
      	(k)  	
              
                all
                  standard exceptions and exclusions in the Title
                  Report;

              

            


    

     

    
      	(l)  	
              
                all
                  standard exceptions and exclusions in the Title Policy (defined
                  in Section
                  7.4).

              

            


    

     

    
      	 	
              7.4

            	
              Title
                Insurance.
                On the Close of Escrow, Seller shall convey to Buyer good and marketable
                fee title to the Purchase Property, which conveyance shall be effected
                by
                the recordation of the Grant Deed (defined in Section 13.3), insured
                upon
                recordation by Buyer's "Title
                Policy,"
                which shall consist of an CLTA (or ALTA if elected by Buyer) Owner's
                Policy of Title Insurance issued by the Title Company in the full
                amount
                of the Purchase Price, showing title to the Purchase Property vested
                in
                Buyer, subject only to the Approved Exceptions. The issuance by the
                Title
                Company of the Title Policy as provided in the preceding sentence
                shall be
                conclusive evidence that Seller has complied with its obligations
                (express
                and implied) to convey to Buyer good and marketable fee title to
                the
                Purchase Property.

            


    

     

    
      
        	
                8.

              	
                Tentative
                  Subdivision Map. 

              


      

       

    

    
      	 	
              8.1

            	
              Buyer's
                Development.
                Buyer shall develop the Purchase Property for single family attached
                or
                detached homes pursuant to a tentative subdivision map of the Purchase
                Property ("Tentative
                Map").
                Buyer shall use reasonably commercial efforts to obtain the City's
                approval of the Tentative Map as soon as possible. Buyer shall be
                responsible for and shall pay directly all costs, fees and expenses
                incurred in connection with the Tentative
                Map.

            


    

    


    
      	 	
              8.2

            	
              Seller's
                Approvals.
                Seller shall have the right to approve the Tentative Map (including
                all
                related documents, applications, maps, drawings, plans and materials)
                as a
                condition precedent to the submission of the Tentative Map to the
                City.

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Seller
      shall have the right to approve any amendment or modification of the Tentative
      Map (and of any related documents, applications, maps, drawings, plans and
      materials) after the submission of the Tentative Map to the City and any
      conditions requested or imposed by the City in connection with the processing
      of
      the Tentative Map by the City.

    


    Seller
      may refuse to approve the Tentative Map, any amendment or modification of the
      Tentative Map, and any related document, application, map, drawing, plan or
      material, if Seller determines that the Tentative Map, any amendment or
      modification of the Tentative Map, or any related document, application, map,
      drawing, plan or material, may cause or result in any material negative impact
      on the value or the use of the Remaining Property, including but not limited
      to
      any requirement that Seller apply for or obtain new or modified approvals for
      Seller's use of the Remaining Property, or may cause or result in any material
      adverse effect on Seller's use and enjoyment of the Remaining Property, or
      may
      cause or result in any material burden or restriction on the Remaining
      Property.

    


    Any
      item
      of which Seller disapproves under this Section 8.2 shall be revised so that
      it
      meets with Seller's approval.

    


    If
      Seller
      does not approve or disapprove of an item under this Section 8.2 on or before
      five (5) Business Days after receiving the same, Seller shall be deemed to
      have
      approved the item.

    


    
      	 	
              8.3

            	
              Information
                to Seller.
                Buyer shall provide to Seller copies of the Tentative Map, any amendment
                or modification of the Tentative Map, and all related documents,
                applications, maps, drawings, plans and materials, at least five
                (5)
                Business Days prior to submission to the City. Buyer shall, on a
                regular
                basis, keep Seller fully informed of the status of the Tentative
                Map and
                shall notify Seller at least five (5) Business Days in advance of
                any
                public meeting or private meeting (which Seller shall be permitted
                to
                attend) relating to the Tentative
                Map.

            


    

     

    
      	
              9.

            	
              Representations.

            


    

    


    
      	 	
              9.1

            	
              Seller's
                Representations.
                Seller makes the following representations and warranties to Buyer
                on and
                as of the Agreement Date and the Close of
                Escrow.

            


    

    


    
      	 	
              9.1.1

            	
              Authority.
                The individual signing this Agreement on behalf of Seller has the
                power,
                right and authority to (a) enter into this Agreement, (b) bind Seller
                hereto, and (c) consummate the transaction contemplated hereby, without
                the consent or joinder of any other party (other than the City approval
                required for the Acceptable Parcel
                Maps).

            


    

    


    
      	 	
              9.1.2

            	
              California
                Franchise Withholding.
                Seller is exempt from the provisions of Section 18662 of the California
                Revenue and Taxation Code and neither Buyer nor Escrow Agent is required
                to withhold any amounts from the purchase price pursuant
                thereto.

            


    

    


    
      	 	
              9.2

            	
              Buyer's
                Representations.
                Buyer hereby represents and warrants to Seller on and as of the Agreement
                Date and the Close of Escrow that the individual signing this Agreement
                on
                behalf of Buyer has the power, right and authority to (a) enter into
                this
                Agreement and (b) bind Buyer hereto, and (c) consummate the transaction
                contemplated hereby, without the consent or joinder of any other
                party
                (other than the City approval required for the Acceptable Parcel
                Maps).

            


    

     

    
      
        	
                10.

              	
                Covenants.

              


      

       

    

    
      	 	
              10.1

            	
              Seller's
                Covenants.
                Seller covenants as follows until the Close of
                Escrow:

            


    

    


    
      	 	
              10.1.1

            	
              No
                Improvements.
                Seller shall not construct any additional improvements on the Purchase
                Property.

            


    

    


    
      	 	
              10.1.2

            	
              Maintain
                the Purchase Property.
                Seller shall maintain the Purchase Property in its condition existing
                on
                the Agreement Date.

            


    

    


    
      	 	
              10.1.3

            	
              Enter
                into No Agreements.
                Seller shall enter into no agreements with the City, the County,
                any other
                governmental agency, utility company or any person or entity regarding
                the
                Purchase Property, which would remain in effect after the Close of
                Escrow,
                without obtaining Buyer¡¦s prior written consent, which Buyer shall not
                unreasonably withhold.

            


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              10.2

            	
              Buyer's
                Covenants.

            


    

     

    
      	 	
              10.2.1

            	
              Utilities.
                Buyer, at Buyer's cost and expense (including any fees) and subject
                to the
                approval of Seller, shall arrange for (a) the design and engineering
                work
                for the separation of all utility services and all fire lines and
                fire
                lanes between the Purchase Property and the Remaining Property, and
                (b)
                the completion of the physical separation of all utility services
                and all
                fire lines and fire lanes pursuant to the design and engineering
                work
                provided for in the preceding subsection (a) effective on and as
                of the
                Closing Date. The design and engineering work and the construction
                work
                provided for in this Section shall be subject to the approval of
                Seller.
                All deposits for utilities made by Seller and all refunds due from
                utilities shall be the property of Seller. Buyer shall be responsible
                for
                any required replacement of
                deposits.

            


    

    


    
      	 	
              10.2.2

            	
              Fence.
                Within ten (10) days after the Close of Escrow Buyer, at Buyer's
                cost and
                expense (including any fees) and subject to the approval of Seller,
                shall
                install a temporary chain link fence separating the Purchase Property
                and
                the Remaining Property.

            


    

    


    
      	 	
              10.2.3

            	
              New
                Parking Area.
                Within eighteen (18) months after the Close of Escrow, for the area
                designated as "New Parking" in Exhibit A, Buyer, at Buyer's cost
                and
                expense (including any fees) and subject to the approval of Seller,
                shall
                arrange for (a) the design and engineering work for grading, paving,
                painting not less than the greater of (i) three hundred (300) parking
                spaces or (ii) the number of parking spaces required by the City,
                landscaping and lighting, and (b) the completion of the grading,
                paving,
                painting, landscaping and lighting pursuant to the design and engineering
                work provided for in the preceding subsection
                (a).

            


    

    


    
      	 	
              10.2.4

            	
              Standpipe.
                Within one (1) year after obtaining the first building permit to
                construct
                a home or homes on the Purchase Property, and at Buyer's cost and
                expense
                (including any fees), Buyer shall install a standpipe on the south
                west
                corner of the Remaining Property.

            


    

    


    
      	 	
              10.2.5

            	
              Transformer.
                Within one (1) year after obtaining the first building permit to
                construct
                a home or homes on the Purchase Property, and at Buyer's cost and
                expense
                (including any fees), Buyer shall cause a transformer to be installed
                on
                the Purchase Property adequate for all electrical service to the
                improvements contemplated for the Purchase
                Property.

            


    

    


    
      	 	
              10.2.6

            	
              No
                Interference.
                Buyer shall not, and shall not permit any contractor or subcontractor
                or
                any other person to, interfere with any utility service accessing
                the
                Remaining Property through the Purchase
                Property.

            


    

    


    
      	 	
              10.2.7

            	
              Grading.
                Buyer shall not change the grade of the Purchase Property to a grade
                that
                will adversely affect the use of, or the storm water drainage to
                or from,
                the Remaining Property.

            


    

    


    Buyer
      shall submit the plans and specifications for the design and engineering work
      required under this Section 10.2 to Seller at least sixty (60) days prior to
      the
      Close of Escrow so that Seller may inform Buyer whether the design and
      engineering work meets with Seller's approval.

    


    
      	
              11.

            	
              Remedies.
                

            


    

    


    
      	 	
              11.1

            	
              Liquidated
                Damages to Seller.
                IF BUYER FAILS TO PERFORM ANY OF BUYER¡¦S OBLIGATIONS UNDER THIS AGREEMENT
                (EXCEPT OBLIGATIONS UNDER SECTION 10.2) AND SELLER HAS NOTIFIED BUYER
                IN
                WRITING OF SUCH DEFAULT, OR IF ANY REPRESENTATION OR WARRANTY UNDER
                SECTION 9.2 IS NOT TRUE AND CORRECT IN ALL MATERIAL RESPECTS WHEN
                MADE AND
                SELLER HAS NOTIFIED BUYER IN WRITING OF SUCH DEFAULT, OR IF THE CLOSE
                OF
                ESCROW DOES NOT OCCUR ON OR BEFORE THE CLOSING DATE BECAUSE OF A
                DEFAULT
                BY BUYER UNDER SECTIONS 12.1.1 (EXCEPT OBLIGATIONS UNDER SECTION
                10.2),
                12.1.2 OR 12.1.3 AND SELLER HAS NOTIFIED BUYER IN WRITING OF SUCH
                DEFAULT,
                OR IF THE CLOSE OF ESCROW DOES NOT OCCUR ON OR BEFORE THE CLOSING
                DATE
                BECAUSE THE ACCEPTABLE PARCEL MAPS HAVE NOT BEEN RECORDED OR THE
                TITLE
                COMPANY IS NOT PREPARED TO RECORD THE ACCEPTABLE PARCEL MAPS CONCURRENTLY
                WITH THE CLOSE OF ESCROW AND SELLER HAS NOTIFIED BUYER IN WRITING
                OF SUCH
                FAILURE, THE PARTIES AGREE THAT SELLER SHALL BE DEEMED RELEASED FROM
                SELLER'S OBLIGATION TO SELL THE PURCHASE PROPERTY TO BUYER. IN SUCH
                EVENT,
                SELLER SHALL BE ENTITLED TO THE DEPOSIT AND THE PAYMENT AS LIQUIDATED
                DAMAGES, WHICH THE PARTIES AGREE IS A REASONABLE SUM CONSIDERING
                ALL THE
                CIRCUMSTANCES EXISTING ON THE AGREEMENT DATE, INCLUDING THE DIFFICULTY
                OR
                IMPRACTICALITY OF DETERMINING THE ACTUAL DAMAGES TO
                SELLER.

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    SUCH
      LIQUIDATED DAMAGES SHALL BE SELLER¡¦S EXCLUSIVE REMEDY FOR SUCH DEFAULT, AND
      SELLER SHALL ACCEPT SAID LIQUIDATED DAMAGES IN PLACE OF ANY
      OTHER
      RIGHTS OR REMEDIES IT MAY HAVE AGAINST BUYER INCLUDING, BUT NOT LIMITED TO,
      ANY
      RIGHT TO SPECIFIC PERFORMANCE OR TO RECOVER DAMAGES. THE LIQUIDATED DAMAGES
      HEREUNDER ARE NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF
      CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT ARE INTENDED TO CONSTITUTE
      LIQUIDATED DAMAGES TO SELLER PURSUANT TO CIVIL CODE SECTIONS 1671, 1676 AND
      1677. SELLER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION
      3389.
      THE GENERAL RELEASE SHALL BECOME EFFECTIVE IMMEDIATELY UPON SELLER NOTIFYING
      BUYER OF A DEFAULT OR FAILURE AS PROVIDED ABOVE IN THIS SECTION
      11.1.

    


    Seller's
      Initials /s/
      HSL            
      Buyer's Initials 
      /s/
      SK

     

    
      	
            	
              11.2

            	Other Damages to Seller.
              IF
              BUYER FAILS TO PERFORM ANY OF BUYER¡¦S OBLIGATIONS UNDER SECTION
              10.2: 


    

     

    
      	(A)  	
              IF
                THE CLOSE OF ESCROW HAS NOT YET OCCURRED, SELLER MAY TERMINATE ITS
                OBLIGATION TO SELL THE PURCHASE PROPERTY TO BUYER BY WRITTEN NOTICE
                TO
                BUYER OF SUCH DEFAULT; AND 

            


    

     

    
      	(B)  	
              
                
                  BUYER
                    SHALL BE LIABLE TO SELLER FOR ALL DIRECT, INDIRECT, CONSEQUENTIAL,
                    INCIDENTAL AND SPECIAL DAMAGES RESULTING FROM SUCH DEFAULT.

                

              

            


    

     

    
      	 	
              11.3

            	
              Liquidated
                Damages to Buyer.
                IF THE CLOSE OF ESCROW DOES NOT OCCUR ON OR BEFORE THE CLOSING DATE
                BECAUSE OF A DEFAULT BY SELLER UNDER SECTIONS 12.2.1, 12.2.2, 12.2.5
                OR
                12.2.6 AND BUYER HAS NOTIFIED SELLER IN WRITING OF SUCH DEFAULT,
                THE
                PARTIES AGREE THAT BUYER SHALL BE ENTITLED TO EITHER (BUT NOT BOTH)
                OF THE
                FOLLOWING REMEDIES AT BUYER'S ELECTION: (A) THE RETURN OF THE DEPOSIT
                AND
                THE PAYMENT AS LIQUIDATED DAMAGES, AND IN SUCH EVENT THE PARTIES
                AGREE
                THAT SELLER SHALL BE DEEMED RELEASED FROM SELLER'S OBLIGATION TO
                SELL THE
                PURCHASE PROPERTY TO BUYER, OR (B) IF THE ACCEPTABLE PARCEL MAP FOR
                THE
                PURCHASE PROPERTY HAS BEEN RECORDED, TO PURSUE SPECIFIC PERFORMANCE
                OF THE
                AGREEMENT. BUYER SHALL BY WRITTEN NOTICE RECEIVED BY SELLER NO LATER
                THAN
                SIXTY (60) DAYS AFTER THE CLOSING DATE NOTIFY SELLER OF WHETHER IT
                HAS
                ELECTED THE REMEDY PROVIDED IN CLAUSE (A) ABOVE OR THE REMEDY PROVIDED
                IN
                CLAUSE (B) ABOVE. IF BUYER FAILS TO NOTIFY SELLER AS PROVIDED IN
                THE
                PRECEDING SENTENCE, THEN BUYER SHALL BE DEEMED TO HAVE NOTIFIED SELLER
                IN
                WRITING THAT IT HAS ELECTED THE REMEDY PROVIDED IN CLAUSE (A)
                ABOVE.

            


    

    


    THE
      PARTIES AGREE THAT THE LIQUIDATED DAMAGES PROVIDED UNDER CLAUSE (A) ABOVE IS
      A
      REASONABLE SUM CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE AGREEMENT
      DATE,
      INCLUDING THE DIFFICULTY OR IMPRACTICALITY OF DETERMINING THE ACTUAL DAMAGES
      TO
      BUYER. 

    


    THE
      REMEDIES PROVIDED IN THIS SECTION 11.3 SHALL BE BUYER'S EXCLUSIVE REMEDIES
      FOR
      SUCH DEFAULT, AND BUYER SHALL ACCEPT SAID REMEDIES IN PLACE OF ANY OTHER RIGHTS
      OR REMEDIES IT MAY HAVE AGAINST SELLER INCLUDING, BUT NOT LIMITED TO, ANY RIGHT
      TO RECOVER DAMAGES. BUYER SHALL NOT BE ENTITLED TO RECORD A LIS PENDENS AGAINST
      THE PURCHASE PROPERTY OTHER THAN IN CONNECTION WITH AN ACTION FOR SPECIFIC
      PERFORMANCE OF THE AGREEMENT PURSUANT TO CLAUSE (B) ABOVE. 

    


    THE
      LIQUIDATED DAMAGES PROVIDED UNDER CLAUSE (A) ABOVE ARE NOT INTENDED AS A
      FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS
      3275
      OR 3369, BUT ARE INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO BUYER PURSUANT
      TO
      CIVIL CODE SECTION 1671. BUYER HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL
      CODE SECTION 3389. THE GENERAL RELEASE SHALL BECOME EFFECTIVE IMMEDIATELY UPON
      THE
      RETURN OF THE DEPOSIT AND THE PAYMENT AS LIQUIDATED DAMAGES AS
      PROVIDED
      IN CLAUSE (A) ABOVE.

    


      Seller's
      Initials /s/
      HSL    Buyer's
      Initials
      /s/
      SK   


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              12.

            	
              Closing
                Conditions.

            


    

    


    
      	 	
              12.1

            	
              Seller's
                Conditions Precedent.
                Seller's obligation to sell the Purchase Property is subject to the
                conditions precedent that, on the Close of
                Escrow:

            


    

    


    
      	 	
              12.1.1

            	
              Buyer
                Performed All Obligations.
                Buyer shall have performed each and every of Buyer's obligations
                under
                this Agreement.

            


    

    


    
      	 	
              12.1.2

            	
              Buyer's
                Representations and Warranties Are True.
                All of Buyer's representations and warranties set forth in Section
                9.2 of
                this Agreement shall be true and correct in all material respects
                on and
                as of the Agreement Date and the Close of
                Escrow.

            


    

    


    
      	 	
              12.1.3

            	
              Buyer's
                Deliveries.
                Buyer shall have deposited with Escrow Agent all funds required under
                Section 13.4.1.

            


    

    


    
      	 	
              12.1.4

            	
              Acceptable
                Parcel Maps.
                The Acceptable Parcel Maps have been recorded or the Title Company
                is
                prepared to record the Acceptable Parcel Maps concurrently with the
                Close
                of Escrow.

            


    

    


    
      	 	
              12.2

            	
              Buyer's
                Conditions Precedent.
                Buyer's obligation to purchase the Purchase Property is subject to
                the
                conditions precedent that, on the Close of
                Escrow:

            


    

    


    
      	 	
              12.2.1

            	
              Seller
                Performed All Obligations.
                Seller shall have performed each and every of Seller's obligations
                under
                this Agreement.

            


    

    


    
      	 	
              12.2.2

            	
              Seller's
                Representations and Warranties Are True.
                All of Seller's representations and warranties set forth in Section
                9.1 of
                this Agreement shall be true and correct in all material respects
                on and
                as of the Agreement Date and the Close of
                Escrow.

            


    

    


    
      	 	
              12.2.3

            	
              Title
                Company Can Issue Title Policy.
                The Title Company shall be ready, willing and able to issue Buyer¡¦s Title
                Policy to Buyer at the Close of Escrow, and Seller shall be ready,
                willing
                and able to convey good and marketable fee title to the Purchase
                Property
                to Buyer at the Close of Escrow, both except for and subject to the
                Approved Exceptions. The willingness of the Title Company to issue
                the
                Title Policy as provided in Section 7.4 shall be conclusive evidence
                that
                Seller is ready, willing and able to convey to Buyer good and marketable
                fee title to the Purchase Property, except for and subject to the
                Approved
                Exceptions.

            


    

    


    
      	 	
              12.2.4

            	
              Acceptable
                Parcel Maps.
                The Acceptable Parcel Maps have been recorded or the Title Company
                is
                prepared to record the Acceptable Parcel Maps concurrently with the
                Close
                of Escrow.

            


    

    


    
      	 	
              12.2.5

            	
              Seller's
                Deliveries.
                Seller shall have delivered to Escrow Agent the documents described
                in
                Section 13.4.2 below.

            


    

    


    
      	 	
              12.2.6

            	
              Possession
                at Closing.
                Seller shall be ready, willing and able to deliver possession of
                the
                Purchase Property to Buyer at the Close of Escrow, free from any
                rights or
                claims of rights of possession of any person or entity, except for
                and
                subject to the Approved Exceptions.

            


    

     

    
      
        	
                13.

              	
                Escrow
                  Closing.

              


      

       

    

    
      	 	
              13.1

            	
              Closing
                of Escrow.
                The Close of Escrow shall occur on or before the earlier of (a) thirty
                (30) days after the City has approved the Tentative Map, or (b) the
                date
                of February 28, 2005, and may be extended as provided in Section
                13.2 (the
                "Closing
                Date").
                The Close of Escrow shall be the date on which the Grant Deed (defined
                below) is recorded in the Official Records of the County (the
                "Close
                of Escrow").

            


    

     

    
      	
            	
              13.2

            	
              Extension
                of Closing Date.
                Buyer may elect to extend the Closing Date as provided and subject
                to the
                conditions precedent in this Section
                13.2.

            


    

     

    If
      the
      City has not approved the Tentative Map on or before the date of February 28,
      2005, Buyer may extend the Closing Date to the date of March 30,
      2005.

    


    If
      Buyer
      has extended the Closing Date as provided in the preceding sentence and if
      the
      City has not approved the Tentative Map on or before the date of March 30,
      2005,
      Buyer may extend the Closing Date to the date of April 29,
      2005.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    If
      Buyer
      has extended the Closing Date as provided in the preceding sentence and if
      the
      City has not approved the Tentative Map on or before the date of April 29,
      2005,
      Buyer may extend the Closing Date to the date of May 31, 2005.

    


    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 election to extend the
      Closing Date, and (b) Seller shall have received from Buyer by wire transfer
      an
      extension payment in the amount of Twenty Five Thousand Dollars ($25,000.00).
      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.

    


    
      	 	
              13.3

            	
              Grant
                Deed.
                Title to the Purchase Property shall be conveyed by a grant deed
                ("Grant
                Deed")
                in the form of Exhibit D hereto.

            


    

     

    
      
        	
              	
                13.4

              	
                Deposit
                  into Escrow.

              


      

       

    

    
      	 	
              13.4.1

            	
              Deposit
                by Buyer.
                Buyer shall at least three (3) Business Days before the Closing Date
                deposit with Escrow Agent the Purchase Price for the Purchase Property
                and
                any other funds necessary to close
                escrow.

            


    

    


    
      	 	
              13.4.2

            	
              Deposit
                by Seller.
                Seller shall at least two (2) Business Days before the Closing Date,
                deposit the following into Escrow:

            


    

    


    
      	 	
              (a)

            	
              Grant
                Deed.
                The Grant Deed, duly executed and acknowledged by Seller;
                and

            


    

    


    
      	 	
              (b)

            	
              FIRPTA
                Certificate.
                A
                certificate satisfying the requirements of Section 1445 of the Internal
                Revenue Code of 1986, as amended (the "FIRPTA
                Certificate").

            


    

    


    
      	 	
              13.5

            	
              Prorations.
                Real property taxes and general assessments for the then current
                tax year
                shall be prorated as of the Close of Escrow on the basis of the value
                of
                the land with offsite improvements and without buildings, excluding
                any
                increase arising from the purchase and sale under this Agreement.
                If the
                Close of Escrow shall occur before the tax rate is fixed for the
                then
                current year, the apportionment of taxes shall be based upon the
                tax rate
                for the preceding year applied to the latest assessed valuation,
                and after
                the taxes are assessed for the then current year, Buyer and Seller
                shall
                adjust the amount actually due by a new proration based upon the
                new rate
                and upon demand the proper party shall promptly pay the differential
                in
                cash to the other party. Seller shall not be responsible for any
                taxes and
                assessments incurred or assessed applicable to any period after the
                Close
                of Escrow.

            


    

    


    
      	 	
              13.6

            	
              Possession.
                Seller shall deliver possession of the Purchase Property to Buyer
                at the
                Close of Escrow, free from any rights or claims of rights of possession
                of
                any person or entity, except for and subject to the Approved Exceptions.
                

            


    

    


    
      	 	
              13.7

            	
              Costs
                of Escrow.
                All title premiums and other escrow related fees and closing costs
                shall
                be paid as between Seller and Buyer as
                follows:

            


    

    


    
      	(a)  	
              Seller
                shall pay County transfer taxes;

            


    

    


    
      	(b)  	
              Buyer
                shall pay all premiums for the Title
                Policy;

            


    

    


    
      	(c)  	
              Seller
                and Buyer shall each pay one-half (1/2) of the Escrow fees and City
                transfer taxes;

            


    

    


    
      	(d)  	
              Buyer
                shall pay all other costs and expenses required for the Close of
                Escrow,
                including without limitation recording
                fees.

            


    

    


    
      	 	
              13.8

            	
              Reporting
                to Internal Revenue Service.
                Escrow Agent shall report this transaction to the Internal Revenue
                Service
                pursuant to Section 6045 of the Internal Revenue Code of 1986, as
                amended.

            


    

    


    
      	
              14.

            	
              Condemnation.
                If, prior to the Close of Escrow, all or any portion of the Purchase
                Property is subject to an actual taking by a public authority by
                the power
                of eminent domain (a "taking"),
                Buyer shall accept that portion of the Purchase Property subject
                to such
                taking without any reduction in the Purchase Price, and shall be
                entitled
                to any compensation or award relating to that portion of the Purchase
                Property subject to such
                taking.

            


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    
      	
              15.

            	
              Commissions.
                Buyer and Seller each represent and warrant to the other that they
                have
                not entered into any agreement,
                incurred any obligation or know of any facts which might result in
                an
                obligation for any party to pay a sales or brokerage commission or
                finder's fee for this transaction, except that Buyer has agreed to
                pay a
                commission to Samuel Greason ("Broker")
                pursuant to a separate written agreement between Broker and Buyer.
                The
                Broker shall not be
                entitled to a commission if this transaction does not close. Buyer
                and
                Seller each agree to indemnify and hold the other harmless from any
                and
                all liabilities, claims, damages, and costs, including reasonable
                attorneys' fees, arising from a breach of the representation and
                warranty
                set forth in the first sentence of this
                Section.

            


    

    


    
      	
              16.

            	
              Backup
                Offers.
                On and after the Agreement Date but only until the expiration of
                the Due
                Diligence Period if Buyer has not elected to not proceed with its
                purchase
                of the Purchase Property pursuant to Section 3.3 or 7.2, Seller shall
                have
                the right to market the Purchase Property and negotiate with third
                parties
                concerning the sale of the Purchase Property. On and after the Agreement
                Date but only until the expiration of the Due Diligence period if
                Buyer
                has not elected to not proceed with its purchase of the Purchase
                Property
                pursuant to Section 3.3 or 7.2, Seller shall have the right to make
                and
                accept "backup" offers and to execute "backup" agreements subject
                to this
                Agreement for the sale of the Purchase
                Property.

            


    

    


    
      	
              17.

            	
              No
                Recorded Memorandum.
                Buyer shall not record this Agreement or any short form memorandum
                of this
                Agreement.

            


    

    


    
      	
              18.

            	
              Further
                Documents.
                This Agreement shall be preliminary escrow instructions to Escrow
                Agent.
                Each party will, whenever and as often as it shall be requested by
                the
                other party or Escrow Agent, execute, acknowledge and deliver or
                cause to
                be executed, acknowledged and delivered, such further instruments
                and
                documents as may be reasonably necessary in order to complete the
                transactions contemplated by this Agreement, including without limitation
                such escrow instructions as may be required by Escrow Agent. If there
                is a
                conflict between this Agreement and any escrow instructions, this
                Agreement shall control.

            


    

    


    
      	
              19.

            	
              Time
                is of the Essence.
                Time is of the essence of the Agreement and the escrow provided for
                herein.

            


    

    


    
      	
              20.

            	
              Survival.
                The agreements, covenants, representations, warranties, indemnities,
                releases and waivers of the parties shall survive the Close of Escrow
                and
                the recordation of the Grant Deed, and shall not be deemed merged
                into the
                Grant Deed upon its recordation.

            


    

    


    
      	
              21.

            	
              Relationship
                of the Parties.
                The relationship of Seller and Buyer is solely that of vendor and
                vendee.
                Nothing is intended to create a partnership, joint venture, or a
                fiduciary
                relationship between the parties or make one party the agent of the
                other.

            


    

    


    
      	
              22.

            	
              Notices.
                All notices given pursuant to this Agreement shall be in writing.
                If
                notice is received on a day which is not a Business Day (defined
                in
                Section 23), or on a Business Day after 5:00 P.M., it shall be deemed
                received on the next Business Day. For purposes of notice, the addresses
                of the parties are as follows, which may be changed by five (5) days
                prior
                written notice:

            


    

    


    
      	
              To
                Seller:

            	
              To
                Buyer

            
	
              DICON
                FIBEROPTICS, INC.

            	
              PULTE
                HOME CORPORATION

            
	
              1689
                Regatta Blvd.

            	
              7031
                Koll Center Parkway, #150

            
	
              Richmond,
                CA 94804

            	
              Pleasanton,
                CA 94566

            
	
              Attn:
                Gina Liang

            	
              Attn:
                Steve Kalmbach

            
	
              Fax
                No.: (510) 620-4103

            	
              Fax
                No.: (925) 485-0391

            


    

    


    
      	
              With
                copy to:

            	
              With
                copy to:

            
	
              DICON
                FIBEROPTICS, INC.

            	
              Daniel
                R. Kisner, Esq.

            
	
              1689
                Regatta Blvd.

            	
              3900
                Newpark Mall Road, 3rd
                Floor

            
	
              Richmond,
                CA 94804

            	
              Newark,
                CA 94560

            
	
              Attn:
                Jannett Wang

            	 
	
              Fax
                No.: (510) 620-4100

            	
              Fax
                No.: (510) 791-5791

            


    

    


    
      	
              To
                Escrow Agent:

            
	
              CHICAGO
                TITLE COMPANY

            
	
              One
                Kaiser Plaza, Suite 745

            
	
              Oakland,
                CA 94612

            
	
              Attn:
                Laurie J. Edwards

            
	
              Fax
                No.: (510) 465-0738

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
              23.

            	
              Business
                Days.
                A
                "Business Day" is a day of the week from 8:00 A.M. through 5:00 P.M.,
                Monday through Friday, but excluding holidays, as defined by California
                Government Code Sections 6700 and 6701, and the Thursday in November
                known
                as Thanksgiving Day and the day after Thanksgiving Day. If performance
                of
                a party or Escrow Agent is specified pursuant to this Agreement to
                occur
                on a day which is not a Business Day, then such performance shall
                be
                extended to the next Business Day, and all future performance shall
                be
                counted from such extended date.

            


    

    


    
      	
              24.

            	
              Successors
                and Assigns.
                This Agreement shall bind and inure to the benefit of the parties
                hereto
                and their respective successors and assigns; provided, however, that
                Buyer
                shall not assign this Agreement or any of the rights of Buyer hereunder
                without the prior written consent of
                Seller.

            


    

    


    
      	
              25.

            	
              Waivers;
                Writing Required.
                No delay or omission to exercise any right under this Agreement shall
                impair any such right, nor shall it be construed to be a waiver thereof.
                No waiver of any single default under this Agreement shall be deemed
                a
                waiver of any other default. Any amendment or waiver of any provision
                of
                this Agreement must be in writing to be
                effective.

            


    

    


    
      	
              26.

            	
              Attorneys'
                Fees.
                In any action to enforce this Agreement, the prevailing party shall
                be
                entitled to reasonable attorneys' fees and
                costs.

            


    

    


    
      	
              27.

            	
              Indemnification.
                Buyer shall indemnify Seller and its directors, officers, employees,
                and
                agents against and hold Seller and each such person harmless from
                any and
                all liabilities, obligations, losses, damages, penalties, actions,
                judgments, suits, costs, expenses and disbursements of any kind or
                nature
                whatsoever (including attorneys' fees) in any way arising out of
                or
                attributable to any services or work performed by Buyer or for Buyer
                by
                any of Buyer's officers, employees, agents, architects, consultants,
                contractors, or engineers, in connection with this Agreement.
                

            


    

    


    
      	
              28.

            	
              Paragraph
                Headings.
                Paragraph headings are for reference only, and shall not affect the
                interpretation or meaning of any provision of this
                Agreement.

            


    

    


    
      	
              29.

            	
              Severability.
                The illegality or unenforceability of any provision of this Agreement
                shall not in any way affect or impair the legality or enforceability
                of
                the remaining provisions of this Agreement.


            


    

    


    
      	
              30.

            	
              Counterparts.
                This Agreement may be executed by the different parties hereto on
                separate
                counterparts each of which, when so executed, shall be deemed an
                original
                but all such counterparts shall constitute but one and the same
                agreement.

            


    

    


    
      	
              31.

            	
              Governing
                Law.
                This Agreement shall be governed by and construed under the laws
                of the
                State of California. 

            


    

    


    
      	
              32.

            	
              Construction.
                Seller and Buyer acknowledge that each party and their counsel have
                reviewed and revised this Agreement and that the normal rule of
                construction to the effect that any ambiguities are to be resolved
                against
                the drafting party shall not be employed in the interpretation of
                this
                Agreement or any amendments or exhibits to this Agreement. If any
                portion
                of this Agreement is declared by a court of competent jurisdiction
                to be
                invalid or unenforceable, any remaining portion of this Agreement
                shall
                remain in effect.

            


    

    


    
      	
              33.

            	
              Entire
                Agreement.
                This Agreement, the Exhibits attached hereto and the survey referred
                to in
                Section 1 (a) integrate all the terms and conditions mentioned herein
                or
                incidental hereto, (b) supersede all oral negotiations and prior
                writings
                with respect to the subject matter hereof, and (c) are intended by
                the
                parties as the final expression of the agreement with respect to
                the terms
                and conditions set forth in this Agreement, the Exhibits and the
                survey
                referred to in Section 1 and as the complete and exclusive statement
                of
                the terms agreed to by the parties.

            


    

    


    [signatures
      on following page]

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    IN
      WITNESS HEREOF, the
      parties hereto have executed this Agreement 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

            


    

    


    Acceptance
      by Escrow Holder

    


    CHICAGO
      TITLE COMPANY
      hereby
      acknowledges that it has received originally executed counterparts
      or a fully executed original of the foregoing 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:
                 AVP

            
	
              Date
                of Execution:  3/1/04

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    



    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    GENERAL
      RELEASE, WAIVER OF CLAIMS AND COVENANT NOT TO SUE

    


    1.  PULTE
      HOME CORPORATION, a Michigan corporation ("Buyer") hereby expressly waives,
      releases and relinquishes, and hereby covenants and agrees that it will forever
      refrain from instituting, reinstating, maintaining or prosecuting, any and
      all
      claims, causes of action, suits, rights and remedies Buyer may now or hereafter
      have against DICON FIBEROPTICS, INC., a California corporation ("Seller"),
      whether known or unknown, arising from or relating to that certain Purchase
      and
      Sale Agreement and Preliminary Escrow Instructions (the "Agreement") entered
      into as of February 27, 2004, between Seller and Buyer (the
      "Claims").

     

    2.  Buyer
      hereby waives the provisions of California Civil Code Section 1542, which
      provides:

     

    "A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his favor at the time of executing the release, which if
      known by him must have materially affected his settlement with the
      debtor,"

    


    3.  Buyer
      hereby represents and warrants that it has not sold, assigned, transferred,
      conveyed or otherwise disposed of any of the Claims, and hereby agrees to
      indemnify Seller against any and all claims by third persons resulting from
      any
      such sale, assignment, transfer, conveyance or other disposition.

    


    4.  This
      General Release, Waiver of Claims and Covenant not to Sue shall bind and inure
      to the benefit of Buyer and Seller and their respective successors and
      assigns.

    


    5.  In
      any
      action to enforce this General Release, Waiver of Claims and Covenant not to
      Sue, the prevailing party shall be entitled to reasonable attorneys' fees and
      costs.

    


    6.  This
      General Release, Waiver of Claims and Covenant not to Sue shall be governed
      by
      and construed under the laws of the State of California.

    


    7.  This
      General Release, Waiver of Claims and Covenant not to Sue shall become effective
      as provided in Sections 3.3, 7.2, 11.1 and 11.3 of the Agreement.

    


    
      	
              PULTE
                HOME CORPORATION, a Michigan corporation

            
	 
	
              By:
                     

            
	
              Name:
                     

            
	
              Title:
                     

            
	 
	
              Dated:
                February 27, 2004

            
	 
	
              STATE
                OF                                            
                )    

            
	
                             
                  ) ss.

            
	
              COUNTY
                OF     
                 )

            


    

    


    On
      ____________________, before me, ___________________, a Notary Public in and
      for
      said state, personally appeared _______________, personally known to me (or
      proved to me on the basis of satisfactory evidence) to be the person whose
      name
      is subscribed to the within instrument and acknowledged to me that he/she
      executed the same in his/her authorized capacity, and that by his/her signature
      on the instrument, the person, or the entity upon behalf of which the person
      acted, executed the instrument.

    


    WITNESS
      my hand and official seal.

    


    
      	 	                                          
              
	 	
              Notary
                Public in and for said State

            


    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

    


    PROPERTY
      DOCUMENTS

    


    
      	1.  	
              Med-Tox
                Associates, 3/28/90, 4/6/90, 4/11/90, 4/13/90, 4/26/90: Analytical
                Laboratory Report.

            


    

     

    
      	2.  	
              Dames
                & Moore, 4/10/90: Limited Preliminary Site Assessment Railroad
                Properties, California, Illinois, Kansas, New Mexico and
                Texas.

            


    

    


    
      	3.  	
              Levine
                Fricke, Inc., 4/25/90: Preliminary Site
                Assessment.

            


    

    


    
      	4.  	
              McLaren
                Hart, 6/18/90: Property Assessment, 23rd
                Street Yard.

            


    

    


    
      	5.  	
              PES
                Environmental, Inc., 9/9/97: Final Removal Action Workplan, Catellus
                Commercial Center, 23rd
                Street Railyard, Richmond, CA. 

            


    

    


    
      	6.  	
              PES
                Environmental, Inc., 9/10/97: Underground Storage Tank Closure Report,
                Catellus Commercial Center, 23rd
                Street Railyard, Richmond, CA.

            


    

    


    
      	7.  	
              PES
                Environmental, Inc., 9/4/98: Operations and Maintenance Plan, Catellus
                Commercial Center Phase I, Richmond,
                CA.

            


    

    


    
      	8.  	
              PES
                Environmental, Inc., 11/16/98: Phase I ESA Update, Parcels CA0131106
                and
                CA0131107 [vacant parcels], Catellus Commercial Center, Richmond,
                CA.

            


    

    


    
      	9.  	
              PES
                Environmental, Inc., 12/29/98: Removal Action Implementation Report,
                Catellus Commercial Center, 23rd
                Street Railyard, Richmond, CA.

            


    

    


    
      	10.  	
              DTSC
                and Catellus, 12/30/98: Operation and Maintenance Agreement, Catellus
                Commercial Center Site (Phase I Portion) between Meeker and Regatta
                Blvd.
                and between Marina Way South and Marina Bay Parkway, Richmond,
                CA.

            


    

    


    
      	11.  	
              DTSC
                and Catellus, 12/30/98: Covenant to Restrict Use of Property
                (Environmental Restrictions), Regatta Business Park at Marina Bay
                (formerly known as Phase I of Catellus Commercial Center) located
                on the
                east side of Marina Way South between Wright Avenue and Regatta Blvd,
                Richmond, CA.

            


    

    


    
      	12.  	
              DTSC,
                12/31/98: Approval of Removal Action Implementation Report, Catellus
                Commercial Center, Richmond, CA.

            


    

    


    
      	13.  	
              DTSC,
                1/12/99 Completion of Oversight of Removal Activities as outlined
                in the
                Voluntary Cleanup Agreement, Catellus Commercial Center, Richmond,
                CA.

            


    

    


    
      	14.  	
              PES,
                2/8/99: Phase I ESA Update, Parcel 4, Regatta Business Center, Richmond,
                CA. [CA0131108]

            


    

    


    
      	15.  	
              PES,
                7/13/99: Documentation of Groundwater Monitoring Well Destruction,
                Former
                23rd
                Street Railyard, Richmond, CA.

            


    

    


    
      	16.  	
              Treadwell
                & Rollo, 4/21/00: Geotechnical Investigation [Project No.
                2774.01].

            


    

    


    
      	17.  	
              Treadwell
                & Rollo, 7/24/01: Final Geotechnical Services Report [Project No.
                2774.02].

            


    

    


    
      	18.  	
              DES
                Architects + Engineers, 2/02/98: Storm Water Pollution Prevention
                Plan for
                Catellus Commercial Center, Richmond,
                CA.

            


    

    


    
      	19.  	
              Levine
                Fricke, Inc., 3/18/97: Initial Study for the 23rd
                Street, Richmond, CA.

            


    

    


    
      	20.  	
              LSA
                Associates, Inc., 4/04/00: Initial Study for the Proposed DiCon
                Fiberoptics Project [EID00-03].

            


    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


    GRANT
      DEED

    


    RECORDING
      REQUESTED BY

    AND
      WHEN
      RECORDED MAIL

    THIS
      GRANT DEED AND ALL

    TAX
      STATEMENTS TO:

    


    PULTE
      HOME CORPORATION

    7031
      Koll
      Center Parkway, #150

    Pleasanton,
      CA 94566

    Attn:
      Steve Kalmbach

    ______________________________________________________________________________________________________

    (Above
      Space for Recorder's Use Only)

    


    GRANT
      DEED

    


    Documentary
      Transfer Tax not shown

    pursuant
      to Section 11932 of the Revenue 

    and
      Taxation Code, as amended.

     

    FOR
      VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, DICON
      FIBEROPTICS, INC., a California corporation ("Grantor"), hereby GRANTS to PULTE
      HOME CORPORATION, a Michigan corporation, the following described real property
      (the "Property") located in the City of Richmond, County of Contra Costa, State
      of California.

     

    SEE
      EXHIBIT "1" ATTACHED HERETO AND INCORPORATED HEREIN
      BY THIS REFERENCE


    AND
      SUBJECT TO:

     

    
      	1.  	
              Taxes
                and assessments.

            


    

    


    
      	2.  	
              All
                other covenants, conditions, restrictions, reservations, rights,
                rights of
                way, easements, encumbrances, liens and title matters whether or
                not of
                record or visible from an inspection of the Property and all matters
                which
                an accurate survey of the Property would
                disclose.

            


    

    


    IN
      WITNESS WHEREOF, Grantor has caused this Grant Deed to be executed as of the
      ___
      day of ________, 200__.

     

    
      	 	
              DICON
                FIBEROPTICS, INC.,

            
	 	
              a
                California corporation

            
	 	 
	 	
              By:
                     

            
	 	
              Name:
                     

            
	 	
              Title:
                     

            
	 	
              STATE
                OF     
                )

            
	 	
                        )
                ss.

            
	 	
              COUNTY
                OF          
                    )

            


    

     

    On
      ______________________, before me, ______________________, a Notary Public
      in
      and for said state, personally appeared _____________________, personally known
      to me (or proved to me on the basis of satisfactory evidence) to be the person
      whose name is subscribed to the within instrument and acknowledged to me that
      he/she executed the same in his/her authorized capacity, and that by his/her
      signature on the instrument, the person, or the entity upon behalf of which
      the
      person acted, executed the instrument.

    


    WITNESS
      my hand and official seal.

    


    
      	 	                                                       
              
	 	
              Notary
                Public in and for said State

            


    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    STATEMENT
      OF TAX DUE AND REQUEST THAT TAX DECLARATION NOT BE MADE A PART OF THE PERMANENT
      RECORD IN THE OFFICE OF THE COUNTY RECORDER

    (PURSUANT
      TO SECTION 11932 REVENUE AND TAXATION CODE)

     

    
      
        	
                TO:

              	Recorder


      

      
        	
                 

              	
                County
                  of Contra
                  Costa

              


      

    

        

    Request
      is hereby made in accordance with the provisions of the Documentary Transfer
      Tax
      Act that the amount of the tax due not be shown on the original document which
      names:

     

    
      	
              Grantor:

            	DICON
              FIBEROPTICS, INC., a California
              corporation
	 	 
	
              Grantee: 

            	
              PULTE
                HOME CORPORATION, a Michigan
                corporation

            


    

     

    The
      property described in the accompanying document is located in the City of
      Richmond.

    


    The
      amount of tax due on the accompanying document is $____________.

    


    
      	
              _______ 

            	
              Computed
                on full value of property conveyed.

            
	 	 
	
              _______ 

            	
              Computed
                on full value, less liens and encumbrances remaining at the time
                of
                sale.

            


    

     

    
      	 	
              DICON
                FIBEROPTICS, INC.,

            
	 	
              a
                California corporation

            
	 	 
	 	
              By:
                     

            
	 	
              Name:
                     

            
	 	
              Title:
                     

            


    

     

    
      	
              Note:
                

            	
              After
                the permanent record is made, this form will be affixed to the conveying
                document and returned with it.

            


    


    
      
        
        

      

      
        19