UNITED STATES OF AMERICA,                 Plaintiff,                   v. JDS UNIPHASE CORPORATION    and E-TEK DYNAMICS, INC.,                    Defendants.

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Civil Action No. C 00-2227 TEH Filed: June 22, 2000

It is hereby STIPULATED by and between the undersigned parties, by their respective attorneys, as follows:

1. The Court has jurisdiction over the subject matter of this action and over each of the parties hereto, and venue of this action is proper in the United States District Court for the Northern District of California.

2. The parties stipulate that a Final Judgment in the form hereto attached may be filed and entered by the Court, upon the motion of any party or upon the Court's own motion, at any time after compliance with the requirements of the Antitrust Procedures and Penalties Act (15 U.S.C. § 16), and without further notice to any party or other proceedings, provided that the plaintiff has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice thereof on defendants and by filing that notice with the Court.

3. Defendants shall abide by and comply with the provisions of the proposed Final Judgment pending entry of the Final Judgment by the Court, or until expiration of the time for all appeals of any Court ruling declining entry of the proposed Final Judgment, and shall, from the date of the entry of this Stipulation and Order, comply with all the terms and provisions of the proposed Final Judgment as though the same were in full force and effect as an order of the Court.

4. This Stipulation shall apply with equal force and effect to any amended proposed Final Judgment agreed upon in writing by the parties and submitted to the Court.

5. In the event that the plaintiff withdraws its consent, as provided in paragraph 2 above, or if the proposed Final Judgment is not entered pursuant to this Stipulation, or the time has expired for all appeals of any Court ruling declining entry of the proposed Final Judgment, and the Court has not otherwise ordered continuing compliance with the terms and provisions of the proposed Final Judgment, this Stipulation shall be of no effect whatsoever, and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding.

6. Defendants agree not to consummate their transaction before the Court has signed this Stipulation and Order.

Respectfully submitted,

__________/s/__________ Howard J. Parker, Esq. U.S. Department of Justice Antitrust Division 450 Golden Gate Avenue Room 10-0101, Box 36046 San Francisco, CA 94102 Telephone (415) 436-6660 Facsimile (415) 436-6687 Attorney for United States of America __________/s/__________ W. Stephen Smith, Esq. Morrison & Foerster LLP 2000 Pennsylvania Avenue, N.W. Washington, D.C. 20006-1888 Telephone (202) 887-1514 Facsimile (202) 887-0763 Attorney for JDS Uniphase Corporation __________/s/__________ Charles T. C. Compton, Esq. Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, CA 94304-1050 Telephone (650) 493-9300 Facsimile (650) 565-5100 Attorney for E-TEK Dynamics, Inc.

Dated: June 22, 2000


SO ORDERED:

This ____ day of June, 2000.

_______________________________ United States District Judge