EXHIBIT 10.1 AMENDMENT NO. 5

Development Agreement

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ZYGO CORP

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Title: EXHIBIT 10.1 AMENDMENT NO. 5
Date: 5/6/2005
Industry: SEMICO

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EXHIBIT 10

EXHIBIT 10.1

_____________________________________________ CONFIDENTIAL TREATMENT REQUESTED___________________________________________

CERTAIN PORTIONS INDICATED BY [*****] HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED NON-PUBLIC PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

AMENDMENT NO. 5

This AMENDMENT NO. 5 (“AMENDMENT”) to DEVELOPMENT AGREEMENT effective as of, as amended by AMENDMENT NO. 1 effective as of September 6, 2001, AMENDMENT NO. 2 effective as of November 30, 2003, AMENDMENT NO. 3 effective as of July 28, 2004 and AMENDMENT NO. 4 effective as of March 26, 2004, made by and between Canon Inc., a Japanese corporation having its principal place of business at 30-2, Shimomaruko 3-chome, Ohta-ku, Tokyo 146-8501, Japan (“CANON”) and Zygo Corporation, a Delaware corporation having its principal place of business at 21 Laurel Brook Road, Middlefield, Connecticut 06455-0448, U.S.A. (“ZYGO”), each sometimes referred to hereinafter as a “PARTY” and jointly as the “PARTIES” to this AMENDMENT,

WITNESSETH:

WHEREAS, CANON and ZYGO entered into the DEVELOPMENT AGREEMENT, as subsequently amended by AMENDMENT NO. 1, AMENDMENT NO. 2, AMENDMENT NO. 3 and AMENDMENT NO. 4 thereto (the “ORIGINAL AGREEMENT”) under which CANON and ZYGO have been developing a certain interferometer and figure measurement machines; and

WHEREAS, the PARTIES have agreed to proceed with another PROJECT (as defined in the ORIGINAL AGREEMENT) under the terms and conditions thereof;

NOW, THEREFORE, the PARTIES hereby agree as follows:

1. EXHIBIT A-3 attached hereto shall be added to EXHIBIT A of the ORIGINAL AGREEMENT and become part thereof.

2. Except as expressly provided herein, all of the terms and conditions of the ORIGINAL AGREEMENT shall continue in effect.

3. This AMENDMENT shall become effective as of November 28, 2003, irrespective of the date signed below.

IN WITNESS WHEREOF, the PARTIES have caused this AMENDMENT to be executed in duplicate originals by their duly authorized representatives as of the date last signed below.


CANON INC.		ZYGO CORPORATION
BY: /s/ Hironori Yamamoto Hironori Yamamoto		BY: /s/ Bruce Robinson Bruce Robinson
Group Executive, Managing Director Core Technology
TITLE: Development Headquarters		TITLE: President
DATE: February 23, 2005		DATE: February 26, 2005

EXHIBIT A-3

PROJECT 3. (Additional development for M#1)

1. TARGET PRODUCT

The following components and tools for the TARGET PRODUCT specified in EXHIBIT A-1 (the figure measurement machine identified as “Machine 1”) of which fundamental specifications and requirements are separately agreed upon by the PARTIES; and which fully meet the FINAL SPECIFICATIONS

(1) [*****] lens and [*****] lens

(2) [*****] lens and [*****] lens

(3) [*****] lens and [*****] lens

(4) [*****] Tools-N1

(5) [*****] Tools-N2

(6) [*****] Tools-N3

(The M1 [*****] Tool-[*****] is a mechanism used during calibration of the reference surface in the M#1 figure measurement machine [*****].)

(7) [*****]#1

(8) [*****]#2

(9) [*****]#3

([*****].)

(10) MFI1.5

(MFI1.5 is an interferometry unit to be used as part of the M#1 figure measurement machine. The MFI1.5 is a [*****].)

2. Scope of the PROJECT

Design, development (“development” includes manufacturing one (1) unit of each of the TARGET PRODUCT that materialize the result thereof) of the TARGET PRODUCT, including associated tools and accessories (such as software, tools, and electronics) and installment of each such one (1) unit of the TARGET PRODUCT (including associated tools and accessories) at CANON’s premise.