Fifth Amendment to Purchase and Sale Agreement and Preliminary Escrow Instructions
      dated as of November 17, 2005, with Pulte Home Corporation.


    Exhibit
      10.8.5.

    


    FIFTH
      AMENDMENT TO

    PURCHASE
      AND SALE AGREEMENT

    AND
      PRELIMINARY ESCROW INSTRUCTIONS

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

    


    This
      Fifth Amendment to Purchase and Sale Agreement and Preliminary Escrow
      Instructions (the "Fifth
      Amendment") is
      entered into as of November 17, 2005, between DICON FIBEROPTICS, INC., a
      California corporation ("Seller") and
      PULTE
      HOME CORPORATION, a Michigan corporation ("Buyer").

    


    RECITALS

    


    
      	
              A.

            	
              Seller
                and Buyer entered into a Purchase and Sale Agreement and Preliminary
                Escrow Instructions as of February 27, 2004, a First Amendment to
                Purchase
                and Sale Agreement and Preliminary Escrow Instructions as of March
                1,
                2004, a Second Amendment to Purchase and Sale Agreement and Preliminary
                Escrow Instructions as of April 29, 2004, a Third Amendment to Purchase
                and Sale Agreement and Preliminary Escrow Instructions as of February
                27,
                2005, and a Fourth Amendment to Purchase and Sale Agreement and
                Preliminary Escrow Instructions as of July 27, 2005 (collectively,
                the
                "Agreement").

            


    

     

    
      	
              B.

            	Seller and Buyer desire to amend and restate certain
              provisions of the Agreement as provided in this Fifth
              Amendment.


    

     

    The
      parties agree as follows:

    


    AGREEMENT

    


    
      	1.  	
              Section
                3.5 of the Agreement is hereby amended by adding the following sentence
                at
                the end of the Section.

            


    

    


    "The
      payment under this Section 3.5 is hereinafter referred to as the 'Payment'."

    


    
      	2.  	
              Section
                3.6 of the Agreement is hereby amended by deleting the entire Section
                after the Section number 3.6 and by inserting therein the
                following:

            


    

    


    "This
      Section is intentionally left blank."

    


    
      	3.  	
              Section
                6.4 of the Agreement is hereby amended and restated in its entirety
                to
                read as follows:

            


    

     

    
      	
            	"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 no later than the earlier of (a) December 14, 2005, or (b)
              the
              Close of Escrow."


    

     

    
      	4.  	
              A
                new Section 10.2.8 is hereby added to the Agreement to read as
                follows:

            


    

     

    
      	
            	"10.2.8	Discount on Sales to DiCon
              Employees.
              Pulte shall give DiCon employees a 10% discount from the sales price
              of no
              more than 15%
              of the
              homes built on the Purchase
              Property."


    

    
      	 	 	 	
              ten
                (10) JSK
                HSL

            


    

    


    
      	5.  	
              Section
                11.1 of the Agreement is hereby amended by adding the words "AND
                ALL THE
                EXTENSION DEPOSITS AND ALL THE EXTENSION PAYMENTS RECEIVED BY SELLER
                UNDER
                SECTIONS 13.2.1 AND 13.2.2" on line 21 thereof after the words "THE
                PAYMENT" and before the words "AS LIQUIDATED
                DAMAGES".

            


    

    


    Seller's
      Initials  HSL   Buyer's
      Initials  JSK

    


    
      	6.  	
              Section
                11.3 of the Agreement is hereby amended by adding the words "AND
                ALL THE
                EXTENSION DEPOSITS AND ALL THE EXTENSION PAYMENTS RECEIVED BY SELLER
                UNDER
                SECTIONS 13.2.1 AND 13.2.2" on lines 7 and 8 thereof after the words
                "THE
                PAYMENT" and before the words "AS LIQUIDATED
                DAMAGES".

            


    

    


    Seller's
      Initials  HSL   Buyer's
      Initials  JSK

    


    
      	7.  	
              Section
                13.2.2 of the Agreement is hereby amended and restated in its entirety
                to
                read as follows:

            


    

    


    "13.2.2 Extension
      of Closing Date.
      Buyer
      may elect to extend the Closing Date as provided and subject to the conditions
      precedent in this Section 13.2.2.

    


    1st
      Extension: Buyer may extend the Closing Date to the date of December 14,
      2005.

    


    2nd
      Extension: If Buyer has extended the Closing Date as provided under the
      1st
      extension under this Section 13.2.2, Buyer may extend the Closing Date to the
      date of December 29, 2005.

    


    The
      1st
      extension under this Section 13.2.2 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, (b) Seller shall have received
      from Buyer by wire transfer an extension payment in the amount of Fifty Thousand
      Dollars ($50,000.00), and (c) Seller shall have received from Buyer by wire
      transfer an extension deposit in the amount of One Hundred Thousand Dollars
      ($100,000.00).

    


    The
      2nd
      extension under this Section 13.2.2 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, (b) Seller shall have received
      from Buyer by wire transfer an extension payment in the amount of One Hundred
      Thousand Dollars ($100,000.00), and (c) Seller shall have received from Buyer
      by
      wire transfer an extension deposit in the amount of One Hundred Thousand Dollars
      ($100,000.00).

    


    The
      extension payments described in subsection (b) of each of the two immediately
      preceding paragraphs in this Section 13.2.2 are not applicable to the Purchase
      Price. The extension deposits described in subsection (c) of each of the two
      immediately preceding paragraphs in this Section 13.2.2 actually received by
      Seller shall be applied to the Purchase Price on the Close of Escrow. The
      extension payments and the extension deposits 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."

    


    
      	8.  	
              Except
                as amended and restated by this Fifth Amendment, all terms, conditions
                and
                provisions of the Agreement shall remain in full force and
                effect.

            


    

    


    
      	9.  	
              This
                Fifth Amendment 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.

            


    

    


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

    


    
      	
              Seller:

            	
              Buyer:

            
	 	 
	
              DICON
                FIBEROPTICS, INC., 

            	
              PULTE
                HOME CORPORATION

            
	
              a
                California corporation

            	
              a
                Michigan corporation

            
	 	 
	
              By: /s/
                Ho-Shang Lee

            	
              By:
                /s/
                Steven Kalmbach

            
	
              Name:
                 Ho-Shang
                Lee, Ph.D.

            	
              Name:
                 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 Fifth Amendment
      to
      Purchase and Sale Agreement and Preliminary Escrow Instructions and agrees
      to
      act as Escrow Agent thereunder and to be bound by and perform the terms thereof
      as such terms apply to Escrow Agent.

     

    CHICAGO
      TITLE COMPANY 

    By: 
      /s/Laurie J. Edwards      

    


    Name:
       Laurie
      J.
      Edwards

    Its: Assistant
      Vice President

    Date
      of
      Execution: 12/1/2005