LOAN AND SECURITY AGREEMENT

This First Amendment to Loan and Security Agreement (this “Amendment”) is dated as of the 16 ^th day of February, 2009, and is made by and among EMCORE Corporation, a New Jersey corporation (“Borrower”), Bank of America, N.A. (“Lender”), and the other Obligors party to that certain Loan and Security Agreement dated September 26, 2008 (as amended, modified supplemented or restated from time to time, the “Agreement”).  Borrower, Lender and such other Obligors now desire to amend the Agreement as provided herein, subject to the conditions set forth herein.  Capitalized terms used in this Amendment and not otherwise defined herein have the meanings given to such terms in the Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Borrower, such other Obligors and Lender agree as follows:

1.   Obligors acknowledge that an Event of Default has occurred under the Agreement by reason of Obligors’ failure, as of December 31, 2008, to cause Borrower and its Subsidiaries to maintain the minimum EBITDA required by Section 14(b) of the Agreement (the “Specific Event of Default”).  Obligors further acknowledge that as a result of such Specific Event of Default, Lender has the right to immediately exercise all rights and remedies available under the Agreement, related documents and applicable law, including but not limited to the right to cease making loans and advances to Borrower, the right to demand and collect all of Obligors’ outstanding Liabilities, and the right to exercise its remedies with respect to the Collateral securing such Liabilities.

2.   The Specific Event of Default is hereby waived by Lender.  The foregoing waiver does not constitute a waiver of any other Event of Default now existing or hereafter arising, whether known or unknown by Lender.  In addition, Lender’s waiver does not represent any amendment of any provision of the Agreement.  The Agreement, as modified by this Amendment, remains in full force and effect, and Lender expects Obligors to comply with all of its provisions.

3.   Subsection 2(a)(ii) of the Agreement is amended to read in its entirety as follows:

“(ii)           Four Million and No/100 Dollars ($4,000,000.00); minus

4.   The paragraph immediately following subsection 2(a)(iii) of the Agreement is amended to read in its entirety as follows:

“provided that the Revolving Loan Limit shall in no event exceed Nineteen Million Five Hundred Thousand Dollars ($19,500,000) (the ‘Maximum Revolving Loan Limit’).”

5.   The first clause of subsection 4(a)(i) of the Agreement is amended to read in its entirety as follows:

“With respect to Prime Rate Loans, a rate per annum equal to two hundred (200) basis points plus the Prime Rate in effect from time to time, payable on the first Business Day of each month in arrears.”

6.   The first clause of subsection 4(a)(ii) of the Agreement is amended to read in its entirety as follows:

“With respect to LIBOR Rate Loans, a rate per annum equal to four hundred (400) basis points plus the LIBOR Rate for the applicable Interest Period, such rate to remain fixed for such Interest Period.”

7.   Notwithstanding anything to the contrary set forth in the Agreement, Borrower shall not be entitled to request, and Lender shall not be required to make, LIBOR Rate Loans until a date that is five (5) days after Lender’s receipt of Borrower’s quarterly financial statements demonstrating that the EBITDA of Borrower and its Subsidiaries has exceeded $5,000,000 for two (2) consecutive fiscal quarters, together with evidence satisfactory to Lender in its sole and absolute discretion demonstrating that Borrower has had Excess Availability of at least $5,000,000 every day for the ninety (90) day period preceding Lender’s receipt of such financial statements; and until such date all Loans made under the Agreement shall be Prime Rate Loans.  Any LIBOR Rate Loans outstanding on the date of this Amendment shall convert to Prime Rate Loans at the end of the Interest Period(s) applicable thereto.

8.   The last sentence of subsection 9(a) of the Agreement is deleted from the Agreement.

9.   A new subsection (m) is added to Section 12 of the Agreement, to read in its entirety as follows:

“(m)           On or before April 10, 2009, Borrower shall consummate an equity or debt financing or an asset disposition in an amount and on terms and conditions satisfactory in all respects to Lender in its sole, absolute and unfettered discretion, or shall provide Lender with evidence satisfactory in all respects to it (in its sole, absolute and unfettered discretion) that the consummation of such a financing or asset disposition is imminent.”

For the avoidance of doubt, Obligors acknowledge that any failure of Borrower to consummate the financing or disposition referred to in the new subsection 12(m) of the Agreement in an amount and on terms and conditions satisfactory to Lender in its sole, absolute and unfettered discretion on or before such date, or to provide Lender with the evidence described in the new subsection 12(m) of the Agreement shall be an Event of Default under the Agreement.

10.   A new subsection (n) is added to Section 12 of the Agreement, to read in its entirety as follows:

“(n)           Borrower shall (i) not later than February 23, 2009, provide Lender with copies of preliminary title commitments (with copies of exception documents) relating to its corporate headquarters located at 10420 Research Road SE and 1500 Eubank Road SE, Albuquerque, New Mexico (the “Real Property”), and such other documents and information as shall demonstrate to Lender in Lender’s sole, absolute and unfettered discretion that mortgages and/or deeds of trust to be granted by Borrower or another Obligor on such Real Property pursuant to this subsection will provide Lender with sufficient additional security for the repayment of the Liabilities; (ii) not later than March 19, 2009, cause to be executed, acknowledged and delivered to Lender a leasehold mortgage or deed of trust (the “Parcel 1 Mortgage”) in form and substance satisfactory to Lender in its