Exhibit 10.2

                             TERMINATION AGREEMENT

Agere Systems Inc. ("Agere") and Lucent Technologies Inc. ("Lucent") are
parties to a Joint Design Center Operating Agreement dated as of February 1,
2001, relating to Micro Electro Mechanical Systems ("MEMS"). An important
element in the success of the activities performed under that Agreement is the
operation of Agere's SFRL facility located in Lucent's Murray Hill offices.

In view of changes contemplated with respect to the future operation of the SFRL
facility in Murray Hill, Agere and Lucent have agreed that the arrangements set
forth in the Joint Design Center Operating Agreement will be difficult to
implement.

Agere and Lucent further agree that it is desirable to continue certain
development activities related to optical MEMS, and that those activities
should be governed by individually negotiated development agreements (including
joint development agreements where appropriate) specific to each development
activity.

In view of the foregoing, Agere and Lucent hereby agree, pursuant to Section
15.1(i) of the Joint Design Center Operating Agreement, to terminate that
Agreement effective June 30, 2002. Article 15 of the Agreement shall govern the
rights and obligations of the parties in connection with the termination of the
Agreement.

Notwithstanding anything above to the contrary and so that Parties may act with
a common understanding, the Parties hereto acknowledge that the equipment
currently located in the SFRL facility in Murray Hill may play a critical role
in the future operations of such SFRL facility, currently under discussion
amongst the Parties and others. To that end, Agere and Lucent agree that the
rights and obligations in Section 9.5(ii) of Joint Design Center Operating
Agreement shall survive the termination of such Agreement.

AGERE SYSTEMS INC.

By: /s/ Gerard deBlasi
    ______________________________
    Gerard deBlasi
    Vice President

Date: March 29, 2002


LUCENT TECHNOLOGIES INC.

By: /s/ Frederico Capasso
    ______________________________
    Frederico Capasso
    Physical Research VP

Date: 3/29/02