8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K

Current Report


Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934




Date of Report (date of earliest event reported):  February 22, 1996
                                                ------------------------


II-VI INCORPORATED
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(Exact name of registrant as specified in its charter)




Pennsylvania                     0-16195                25-1214948
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(State or other jurisdiction   (Commission            (IRS Employer
of incorporation)	               File Number)    Identification Number)




375 Saxonburg Boulevard, Saxonburg, Pennsylvania           16056
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(Address of principal executive offices)                 (ZIP Code)



Registrant's telephone number, including area code:  412-352-4455
                                                     ------------

Item 2.  Acquisition or Disposition of Assets
         ------------------------------------

On February 22, 1996, Lightning Optical Corporation, a Florida 
corporation located in Tarpon Springs, Florida ("Lightning Optical"), 
merged with and into II-VI Lightning Optical Incorporated ("II-VI 
Lightning"), a newly-formed wholly-owned Pennsylvania subsidiary of the 
Registrant, II-VI Incorporated.  As a result of the merger, II-VI 
Lightning acquired substantially all of the assets and assumed certain 
liabilities of Lightning Optical.  The aggregate purchase price paid to 
the shareholders of Lightning Optical (the "Sellers") consisted of 
approximately $2.5 million in cash and 186,183 shares of the Common Stock, 
no par value, of the Registrant.  A portion of the cash portion of the 
purchase price will be held in escrow for potential post-closing 
adjustments.  The purchase price was determined by negotiation.  The 
Registrant paid the cash portion of the purchase price from cash on hand.

The Registrant has agreed to file a registration statement with respect 
to a market offering of the shares of Common Stock issued in the 
transaction.

The assets of Lightning Optical acquired by II-VI Lightning in the 
merger include inventory, accounts receivable, machinery and equipment.  
These assets were used by Lightning Optical in the design and 
manufacture of optics and materials for visible and near infrared 
applications.  These products are used in industrial, medical and 
scientific solid-state lasers and electro-optic equipment.  The 
Registrant intends to use the acquired assets in a similar fashion.  
Annual sales of Lightning Optical are in the $6.0 range.  

See the Registrant's Press Release dated February 23, 1996, for further 
information regarding this transaction.


Item 7.  Financial Statements, Pro Forma Financial Information and 
         Exhibits
         ---------------------------------------------------------------

      (a)   Financial statements of business acquired.

            It is impractical to provide any required financial 
statements at the time of the filing of this report on Form 8-K.  The 
required financial statements will be filed in an amendment to this Form 
8-K as soon as practicable but not later than 60 days after March 8, 
1996.

      (b)   Pro forma financial information.

            It is impractical to provide any required pro forma 
financial information at the time of the filing of this report on Form 
8-K. The required pro forma financial information will be filed in an 
amendment to this Form 8-K as soon as practicable but not later than 60 
days after March 8, 1996.

      (c)   Exhibits.

             Exhibit No.                                     Reference
             -----------                                     ---------

                2.01     Merger Agreement and Plan of   Filed herewith
                         Reorganization by and among 
                         II-VI Incorporated, II-VI 
                         Lightning Optical Incorporated 
                         and Lightning Optical Corporation, 
                         dated as of February 22, 1996


                2.02     Registration Rights Agreement  Filed herewith
                         dated February 22, 1996 by and 
                         among certain former 
                         shareholders of Lightning Optical 
                         Corporation and II-VI Incorporated


                2.03     Escrow Agreement dated         Filed herewith
                         February 22, 1996 by and among 
                         certain former shareholders of 
                         Lightning Optical Corporation 
                         and II-VI Incorporated


               99.01     Press Release dated            Filed herewith
                         February 23, 1996


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                       II-VI INCORPORATED
                                       (Registrant)



Date:  March 7, 1996                   By:       /s/ James Martinelli 
                                          ----------------------------
                                          Name:    James Martinelli
                                          Title:   Treasurer & Chief
                                                   Financial Officer

                                 EXHIBIT INDEX


             Exhibit No.                                    Reference
             -----------                                    ---------

                2.01     Merger Agreement and Plan of    Filed herewith
                         Reorganization by and among 
                         II-VI Incorporated, II-VI 
                         Lightning Optical Incorporated 
                         and Lightning Optical Corporation, 
                         dated as of February 22, 1996


                2.02     Registration Rights Agreement   Filed herewith
                         dated February 22, 1996 by and 
                         among certain former 
                         shareholders of Lightning Optical 
                         Corporation and II-VI Incorporated


                2.03     Escrow Agreement dated          Filed herewith
                         February 22, 1996 by and among 
                         certain former shareholders of 
                         Lightning Optical Corporation 
                         and II-VI Incorporated


               99.01     Press Release dated             Filed herewith 
                         February 23, 1996

EX-2.01

2.01

MERGER AGREEMENT AND PLAN OF REORGANIZATION
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THIS AGREEMENT dated as of the 22nd day of February, 1996,BY AND AMONG 
II-VI INCORPORATED, a Pennsylvania corporation ("II-VI") 
and II-VI LIGHTNING OPTICAL INCORPORATED, a Pennsylvania corporation, 
("II-VI Lightning") (hereinafter sometimes collectively referred to as 
the "Acquiring Companies"),

AND

LIGHTNING OPTICAL CORPORATION, a Florida corporation ("Lightning 
Optical"), and PAUL J. JOHNSON, JR., J. CHRISTOPHER OLES, WAYNE R. 
IGNATUK, FREDERICK A. BAUMLE, DR. GREGORY J. QUARLES, DAVID A. STEFFEY, 
TAMARA J. SHULTZ, PATRICK J. GRACYALNY, DR. BRUCE H. T. CHAI AND DR. 
JEFF DIXON, individuals and shareholders of Lightning Optical (the 
"Shareholders") (Lightning Optical and the Shareholders are hereinafter 
sometimes referred to collectively as the "Sellers" and Paul J. Johnson, 
Jr., J. Christopher Oles, Wayne R. Ignatuk and Frederick A. Baumle, are 
hereinafter sometimes referred to as the "Majority Shareholders").

W I T N E S S E T H:

WHEREAS, Lightning Optical is engaged in the design, development, 
manufacture and sale of optics, coatings, crystals and cavities used in 
industrial, medical and scientific lasers and electro-optic equipment 
(the "Business") and has its principal place of business in Tarpon 
Springs, Florida; 
WHEREAS, II-VI Lightning, a Pennsylvania business corporation qualified 
to do business in Florida, is a wholly owned subsidiary of II-VI;
WHEREAS, the Boards of Directors of II-VI Lightning and Lightning 
Optical have approved the acquisition of Lightning Optical by II-VI 
Lightning through a merger (the "Merger"), pursuant to the Plan of 
Merger attached hereto and incorporated herein as Exhibit "A" and the 
transactions contemplated by this Agreement, in accordance with the 
applicable provisions of the statutes of the State of Florida and 
Commonwealth of Pennsylvania, which permit such Merger; and
WHEREAS, the parties intend that the Merger shall qualify as a 
reorganization within the meaning of Section 368(a)(2)(D) of the 
Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the promises and of the respective 
representations, warranties, covenants, agreements and conditions 
contained herein, and intending to be legally bound hereby, the parties 
hereto for themselves, their successors and assigns, hereby agree as 
follows:
MERGER.
At the Closing, Lightning Optical shall be merged into II-VI Lightning.  
II-VI Lightning shall be the surviving corporation and shall continue to 
be a Pennsylvania corporation and the separate existence of Lightning 
Optical shall cease.  The corporate existence of II-VI Lightning shall 
continue unimpaired and unaffected by the Merger.   
SURVIVING CORPORATION.
Articles of Incorporation; Bylaws.  The Articles of Incorporation and 
By-laws of II-VI Lightning in effect immediately prior to the Closing 
shall be the Articles of Incorporation and By-laws of II-VI Lightning 
after the Closing, until thereafter amended or repealed in accordance 
with its terms and as provided by the Pennsylvania Business Corporation 
Law of 1988 ("BCL").
Directors and Officers. The directors and officers of II-VI Lightning 
immediately prior to the Closing shall be the directors and officers of 
II-VI Lightning immediately after the Closing until their successors are 
duly elected and qualified.
MERGER CONSIDERATION AND CONVERSION OF SHARES.  Upon the terms and 
subject to the satisfaction of the conditions contained in this 
Agreement and the Plan of Merger, at the Closing:  
Conversion of Lightning Optical Shares. Each share of Lightning Optical 
stock issued and outstanding as of the Closing ("Lightning Optical 
Shares") shall be exchanged for (a) validly issued, fully paid and 
nonassessable common stock, without par value, of II-VI ("II-VI Stock") 
and (b) cash in the amounts and proportions as set forth in Section 3.2 
hereof.
Merger Consideration.  II-VI Lightning agrees to pay a total of Four 
Million Three Hundred Twenty-five Thousand and 00/100 ($4,325,000.00) 
Dollars, as adjusted in accordance with Section 3.3 hereof, (hereinafter 
the "Merger Consideration") for all of the Lightning Optical Shares 
which shall be paid and delivered at Closing as follows:
II-VI Stock.  The stock portion of the Merger Consideration shall be 
paid in whole shares of II-VI Stock and shall be determined in the sole 
discretion of each Shareholder as set forth on Exhibit "B" which is 
attached hereto and made a part hereof.  The II-VI Stock shall be 
registered in accordance with the Registration Rights Agreement which is 
attached hereto and made a part hereof and marked as Exhibit "C".  The 
per share value of II-VI Stock to be used to determine the stock portion 
of the Merger Consideration shall be determined based upon the per share 
closing price of II-VI Stock as reported by the NASDAQ National Market 
System on the day preceding the Closing, provided, however, that the 
lowest per share price which shall be used for purposes of this 
transaction will be Nine ($9.00) Dollars per share and the highest price 
will be Fourteen ($14.00) Dollars per share.  In the event that the 
closing price of II-VI Stock as reported by the NASDAQ National Market 
System on the day preceding the Closing is less than Nine ($9.00) 
Dollars per share, then the value of II-VI Stock to be used to determine 
the stock portion of the Merger Consideration shall be Nine ($9.00) 
Dollars per share.  In the event that the closing price of II-VI Stock 
as reported by the NASDAQ National Market System on the day preceding 
the Closing is greater than Fourteen ($14.00) Dollars per share, then 
the value of II-VI Stock to be used to determine the stock portion of 
the Merger Consideration shall be Fourteen ($14.00) Dollars per share.  
The total II-VI Stock consideration to be paid by II-VI Lightning shall 
not exceed Fifty-five (55%) percent of the Merger Consideration and 
shall not be less than Twenty (20%) percent of the Merger Consideration.
Cash.  The balance of the Merger Consideration shall be paid in cash or 
certified funds to each Shareholder as set forth on Exhibit "B", less 
the amount to be paid into escrow as hereinafter set forth.  
Escrow.  The Majority Shareholders agree that Three Hundred Two Thousand 
Seven Hundred Fifty Dollars ($302,750.00) of the cash portion of the 
Merger Consideration due them shall be deposited in an escrow account 
(the "Escrow Account") at Closing in accordance with the terms and 
conditions of an escrow agreement in substantially the form attached 
hereto and incorporated herein as Exhibit "D" (the "Escrow Agreement").  
The Escrow Account shall be used to reimburse II-VI Lightning for any 
adjustment in the Merger Consideration as provided for in Section 3.3, 
uncollected customer receivables or excess warranty returns as provided 
for in Section 11, and any breaches of the representations and 
warranties contained in this Agreement as provided for in Section 10. 
Adjustment of Merger Consideration.  The parties hereto agree that the 
Merger Consideration shall be adjusted as follows:
If the Net Worth, as hereinafter defined, of Lightning Optical is less 
than One Million Fifty Thousand ($1,050,000.00) Dollars as of the 
Closing, the Merger Consideration shall be reduced by the difference 
between the Net Worth and One Million Fifty Thousand ($1,050,000.00) 
Dollars.
If the Net Worth of Lightning Optical is greater than One Million Two 
Hundred Thousand ($1,200,000.00) Dollars as of the Closing, the Merger 
Consideration shall be increased by the difference between the Net Worth 
and One Million Two Hundred Thousand ($1,200,000.00) Dollars.
The "Net Worth" of Lightning Optical shall be the book value of 
Lightning Optical as of the Closing and shall be calculated by the 
parties hereto in the same manner as the book value of Lightning Optical 
was calculated as reported on the financial statements of Lightning 
Optical dated October 31, 1995 which are attached hereto and made a part 
hereof and marked as Exhibit "E".  The parties agree to prorate any 
monthly (or quarterly or annual) items of expense as of the date of the 
Closing.  The calculation of Net Worth shall be made within sixty (60) 
days after the Closing.
Any payment due II-VI Lightning by reason of  a decrease in the Merger 
Consideration in accordance with Section 3.3(a) hereof shall be made 
first from the Escrow Account and then by the Majority Shareholders 
within ten (10) days of receipt of the calculation who shall be jointly 
and severally liable for any deficiency in the Escrow Account.  Any 
payment due the Shareholders by reason of an increase in the Merger 
Consideration shall be made by II-VI Lightning to the Shareholders in 
cash or certified funds within ten (10) days of receipt of the 
calculation in proportion to their share ownership of Lightning Optical 
as set forth on Exhibit "B".   
Exchange of Lightning Optical Shares and Payment of Merger 
Consideration.
At the Closing, Sellers shall deliver all of the Lightning Optical 
Shares to II-VI Lightning;
At the Closing, II-VI Lightning shall deliver the certificates 
representing shares of II-VI Stock required to effect the exchange in 
accordance with Section 3.2(a) hereof.  II-VI shall also deliver, in 
certified funds or by wire transfer, the cash required to make the 
payments referred to in Section 3.2(b) as well as the amount of cash 
necessary to fund the Escrow Account in accordance with Section 3.2(c) 
hereof.  
II-VI Lightning Shares Unaffected.  At the Closing, by virtue of the 
Merger, each issued and outstanding share of common stock of II-VI 
Lightning shall continue unchanged and remain outstanding as a share of 
II-VI Lightning common stock.
CLOSING.
The closing of the transactions provided for in this Agreement shall 
occur on February 22, 1996, at  8:30 A.M. at the offices of Sherrard, 
German & Kelly, P.C., 35th Floor, One Oliver Plaza, Pittsburgh, 
Pennsylvania 15222 or at such other time and place as the parties may 
otherwise mutually agree to in writing (the "Closing").  In addition to 
the exchange of shares and payment of the Merger Consideration in 
accordance with the provisions of Section 3.2 hereof, at the Closing:
Sellers.  Sellers shall deliver to II-VI Lightning the following 
documents which shall be fully executed and enforceable in accordance 
with their terms:
The Plan of Merger and all other documents necessary to effect the 
Merger;
the certificate contemplated by Section 8.1 hereof; 
the opinion of counsel contemplated by Section 8.3 hereof;
the Escrow Agreement contemplated by Section 3.2(c) hereof; 
the Investor Agreements contemplated by Section 8.6 hereof; 
the Registration Rights Agreements contemplated by Section 8.7 hereof; 
all third party written consents required to effect the transaction 
contemplated herein in form and substance satisfactory to II-VI 
Lightning; and 
Sellers shall take all such other actions and provide at the Closing any 
and all other documents reasonably necessary to consummate the 
transactions contemplated herein and as may be required to allow II-VI 
Lightning to operate the Business upon and after the Closing.
II-VI Lightning. II-VI Lightning shall deliver to Sellers the following 
documents which shall be fully executed and enforceable in accordance 
with their terms:
the certificate contemplated by Section 7.1 hereof; 
opinion of counsel contemplated by Section 7.2 hereof;
the Escrow Agreement contemplated by Section 3.2(c) hereof;
the Investor Agreements contemplated by Section 8.6 hereof;
the Registration Rights Agreements contemplated by Section 8.7 hereof; 
and 
II-VI and II-VI Lightning shall take all such other actions and provide 
at the Closing any and all other documents reasonably necessary to 
consummate the transactions contemplated herein.
REPRESENTATIONS AND WARRANTIES OF SELLERS.
The Majority Shareholders, jointly and severally, hereby represent and 
warrant to II-VI and II-VI Lightning the following:
Organization, Powers, Etc.  Lightning Optical is a corporation duly 
organized, validly existing and in good standing under the laws of the 
State of Florida and has all requisite power and authority to own and 
operate the Business as it is now being conducted, to own or use the 
properties and assets that it purports to own or use and to execute and 
deliver this Agreement and to perform the provisions hereof.  Lightning 
Optical is duly qualified to do business as a foreign corporation and is 
in good standing under the laws of each state or other jurisdiction in 
which either the ownership or use of the properties owned or used by it, 
or the nature of the activities conducted by it, requires such 
qualification.  The execution and delivery of this Agreement by 
Lightning Optical does not, and the consummation of the transactions 
contemplated hereby and the performance by Lightning Optical of this 
Agreement will not, violate any provisions of Lightning Optical's 
Articles of Incorporation or By-laws, and will not result in the 
acceleration of any obligation under any mortgage, lien, contract, 
judgment or decree, instrument, order or arbitration award, to which 
Lightning Optical is a party or by which Lightning Optical is bound and 
which affects its assets or property.  The Board of Directors of 
Lightning Optical has duly authorized the transactions connected with 
the Agreement, the Plan of Merger and the performance by Lightning 
Optical of its obligations hereunder, and no other proceedings on the 
part of Sellers or any consents, approvals, authorizations, permits from 
or notifications to any person, entity or governmental or regulatory 
authority, are necessary to authorize the performance by Sellers of 
their obligations hereunder.  
Compliance with Laws.  Lightning Optical is in material compliance with 
all applicable laws, regulations, ordinances and rules of each local, 
state and federal government or administrative body having jurisdiction 
over Lightning Optical in its operation of the Business as it is now 
being conducted, and/or any of the assets owned or controlled by 
Lightning Optical.  The Sellers have set forth on Exhibit "F" a list of 
all international sales which have been made by Lightning Optical 
without an export license.
Sale, Disposition, Transfer of Assets.  Sellers have not sold (other 
than the condemnation of a portion of the real property of Lightning 
Optical which will not adversely affect future development of the real 
property), disposed of, transferred, or encumbered any of the Lightning 
Optical Shares or any assets or property of Lightning Optical (or 
conducted any discussions/negotiations with any third party to do so) 
after the execution of that certain Letter of Intent dated January 10, 
1996 by and among II-VI Virgo Incorporated and Sellers, except in the 
regular course of its business or with the express approval of the 
Acquiring Companies.
Licenses and Permits.  Lightning Optical has all existing licenses and 
permits (except the export license that may be required for the sales 
listed on Exhibit "F") from all federal, state, and local governmental 
entities required to operate the Business as it is presently conducted.
Contracts and Commitments.  Lightning Optical is not in breach of or in 
default under any of the terms or provisions of any contracts or 
commitments which would adversely affect the Business as it is presently 
conducted or title to of any of its assets or properties.
Property.   Lightning Optical has good and marketable title to all of 
the real property and the assets ("Assets") set forth on Exhibit "G" 
attached hereto and made a part hereof free and clear of all mortgages, 
security interests, liens, pledges, restrictions, charges or 
encumbrances of any nature whatsoever, (collectively, "Liens") except 
those Liens set forth on Exhibit "H" attached hereto.
Trademarks, Patents, Etc.  Except as set forth on Exhibit "I" attached 
hereto and made a part hereof, there are no other patents, trademarks, 
service marks, trade names, copyrights or applications or registrations 
therefor ("Proprietary Rights") held or used by Lightning Optical.  
Lightning Optical has not received any notice and has no knowledge 
indicating that it is infringing or violating any Proprietary Rights of 
others in the conduct of the Business.  Except as otherwise set forth on 
Exhibit "I", Lightning Optical is not obligated or under any liability 
whatsoever to make any payments by way of royalties, fees or otherwise 
to any owner or licensee of or other claimant to any Proprietary Right, 
in connection with the conduct of the Business.
Litigation.  Sellers are not a party to any litigation or, threatened 
with any litigation, governmental or other proceeding, investigation, 
strike or other labor dispute or other controversy which might affect 
the validity of this Agreement or the Plan of Merger or which, 
individually or in the aggregate, might have a materially adverse effect 
on the Assets or Business and there is no outstanding order, writ, 
injunction, decree or ruling of any court or governmental agency against 
or affecting a material portion of the Assets or the Business.
Taxes.  Lightning Optical has filed or caused to be filed, within the 
times and within the manner prescribed by law, all federal, state and 
local tax returns and tax reports which are required to be filed by it 
with respect to the Business and its Assets.  Such returns are complete 
and correct in all material respects, and Lightning Optical is not in 
default in the payment of any taxes shown thereon.  All federal, state 
and local taxes due from Lightning Optical have been fully paid through 
the date of Closing, or adequate provision made therefore.  The charges, 
accruals and reserves with respect to taxes on the books of Lightning 
Optical and as reflected in the Financial Statements are adequate in 
accordance with the historical tax method of accounting of Lightning 
Optical consistently applied and there are no proposed tax assessments 
against the Business or the Assets except as disclosed in the Financial 
Statements.
Employee Benefits.
Lightning Optical represents and warrants that Exhibit "J" attached 
hereto and made a part hereof contains a complete and accurate list of 
all Pension Plans and Welfare Plans, as those terms are defined under 
Sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 
1974, as amended, ("ERISA"), which Lightning Optical has ever maintained 
("Employee Benefit Plans").  Lightning Optical has delivered to the 
Acquiring Companies true and correct copies of all documents relating to 
the Employee Benefit Plans.
Except as set forth in Exhibit "K" attached hereto and made a part 
hereof, Lightning Optical has performed all of its obligations under the 
Employee Benefit Plans and has accrued on its financial statements all 
of the obligations and liabilities under the Employee Benefit Plans.
Lightning Optical is in full compliance with ERISA, the Internal Revenue 
Code of 1986, as amended, and all other applicable laws, regulations and 
administrative orders or rulings with respect to the Employee Benefit 
Plans.
Lightning Optical has never established, maintained, nor contributed to 
nor otherwise participated in, nor had an obligation to maintain, 
contribute to, nor otherwise participate in, any Multi-Employer Plan, as 
defined under Section 3(37) of ERISA.
No Broker's or Finder's Fees.  No agent, broker, finder, person or firm 
acting on behalf of Sellers or under Seller's authority is or will be 
entitled to any commissions or broker's or finder's fees from the 
Acquiring Companies or Sellers with respect to any of the transactions 
contemplated herein.
Legal, Valid and Binding Obligation.  The execution and delivery of this 
Agreement and of all documents required by this Agreement to be executed 
and delivered by Sellers to II-VI Lightning, and the consummation of the 
transactions contemplated hereby, will not violate any provision of any 
order, writ, judgment or award applicable to Sellers, or to the 
knowledge of Sellers, any law, statute, rule or regulation of any 
governmental body, agency or department, and will not conflict with or 
result in any violation of any of the terms, conditions or provisions 
hereof or constitute a default under or result in the creation of any 
lien, charge, security interest or encumbrance upon the Business or the 
Assets.
Financial Statements.   The financial statements of Lightning Optical 
dated October 31, 1995 and December 31, 1995, attached hereto and made a 
part hereof and marked as Exhibit "E", (collectively, the "Financial 
Statements"), are all true, correct and complete, present fairly and 
accurately the financial position, assets, liabilities and results of 
operation of the Business as of the dates and periods indicated thereon, 
and since the end of the respective periods indicated on such Financial 
Statements, there has been no adverse material change in the financial 
condition, assets, liabilities (accrued, absolute, contingent or 
otherwise) of the Business.  The parties hereto acknowledge that the 
Financial Statements have not been prepared in accordance with generally 
accepted accounting principles.
Absence of Certain Changes or Events.   Except as set forth in Exhibit 
"L" attached hereto and made a part hereof, since January 10, 1996, 
there has not been:
any material adverse change in the Business or the Assets;
any damage, destruction or casualty loss, whether covered by insurance 
or not, materially and adversely affecting the Business or the Assets;
with respect to those employees employed by the Business, (i) any 
increase in the rate or terms of compensation payable or to become 
payable by Lightning Optical to its directors, officers or employees, 
(ii) any increase in the rate or terms of any bonus, insurance, pension 
or Employee Benefit Plan, payment or arrangement made to, for or with 
any such directors, officers or employees, or (iii) any special bonus or 
remuneration paid, or any written employment contract executed or 
amended;
any entry into any agreement, commitment or 	transaction (including, 
without limitation, any borrowing, capital expenditure or capital 
financing or any amendment, modification or termination of any existing 
agreement, commitment or transaction) by Lightning Optical, which is 
material to the Business;
any conduct of the Business which is outside the ordinary course of the 
Business or is not substantially in the manner that the Business was 
heretofore conducted;
any purchase or other acquisition of property, any sale, lease or other 
disposition of property, or any expenditure, except in the ordinary 
course of the Business;
any material liability incurred except in the ordinary course of the 
Business; or
any encumbrance or consent to encumbrance of any Assets.
Leases.  All of the real property leases set forth on Exhibit "M" are 
valid, binding and enforceable in accordance with their respective 
terms, are in full force and effect, and there are no existing material 
defaults thereof by Sellers or any of the lessors thereunder.  The 
lessors under such leases have consented or prior to the Closing will 
have consented (where such consent is necessary) to the consummation of 
the transactions contemplated by this Agreement. 
Insurance.    Exhibit "N" which is attached hereto and made a part 
hereof sets forth a list of all current policies of fire, liability, 
worker's compensation and other forms of insurance owned or held by and 
insuring Lightning Optical and the Shareholders or the Assets with 
respect to the Business.  All insurance premiums covering all periods up 
to and including Closing have been paid, or adequate provisions made 
therefore by Lightning Optical.
Labor Matters.    Lightning Optical is in compliance with applicable 
laws respecting employment and employment practices, terms and 
conditions of employment and wages and hours, and is not engaged in any 
unfair labor practice.  There is no labor strike, dispute, slowdown or 
stoppage actually pending or, to the best knowledge of Lightning 
Optical, threatened against or affecting Lightning Optical.  Lightning 
Optical has not experienced any primary work stoppage involving 
employees of the Business.  No labor unions presently represent any 
employees of Lightning Optical and Sellers are not aware of any pending 
or threatened effort to organize employees involved with the Business 
into a labor union or similar collective bargaining unit.
Certain Contracts and Arrangements.   Except as listed in Exhibit "O", 
which is attached hereto and made a part hereof, Lightning Optical is 
not a party to any material contract, commitment or agreement relating 
to or affecting the Business.  For the purposes of this Section 5.18, 
contracts, commitments or agreements with an entity or person for 
obligations of or benefits to Lightning Optical valued in excess of 
$20,000 shall be considered material.
Order Backlog.  The backlog of sales orders for purchases of products of 
the Business that exists on the date of the Closing, will not be 
materially different from the historical backlog of Lightning Optical 
prior to the Closing.  A listing of the backlog is more fully set forth 
on Exhibit "P" which is attached hereto and made a part hereof.
Environmental Compliance.
Hazardous Substances.  Except as set forth on Exhibit "Q", which is 
attached hereto and made a part hereof, and other than in compliance 
with all applicable Environmental Laws, no Hazardous Substance (i) is or 
has been used, treated, stored, generated, manufactured or otherwise 
handled on any property or premises with respect to which the Business 
has been conducted (a "Business Property") while operated by Lightning 
Optical or (ii) has otherwise come to be located in, on or under any 
Business Property while operated by Lightning Optical.  No Hazardous 
Substance is stored on any Business Property except in quantities 
necessary to satisfy the reasonably anticipated use or consumption by 
Sellers.  No Business Property has been contaminated by any Hazardous 
Substance while operated by Lightning Optical.  With respect to any 
Business Property previously leased, controlled, operated or occupied by 
Sellers, no contamination occurred during the period of the Sellers' 
tenancy, control, operation or occupancy and, to the best of Sellers' 
knowledge, information and belief, no property adjacent or in the 
immediate vicinity of any Business Property is contaminated.
Permits.   The permits described on Exhibit "R", which is attached 
hereto and made a part hereof, are all the permits and authorizations 
required by any Environmental Law for the business or operations and the 
current use, occupancy or condition of any Business Property.
Compliance with Laws.   Each Business Property and all operations of the 
Business are in material compliance with all applicable Environmental 
Laws, including, without limitation, the terms and conditions of any 
permits described on the attached Exhibit "R".  Sellers, are not aware 
of and have not received notice of any past, present or anticipated 
future events, conditions, activities, investigations, studies, plans or 
proposals that would interfere with or prevent compliance by Lightning 
Optical or any Business Property with any Environmental Law or which may 
give rise to any common law or other liability against Lightning 
Optical, or involving the Business or operations of Lightning Optical at 
or with respect to any Business Property, and related in any way to 
Hazardous Substances or Environmental Laws.
Proceedings.   Sellers have not received any notice, and do not have 
actual knowledge, of any pending or threatened claim, action, demand, 
suit, proceeding, hearing or governmental study or investigation against 
or involving Lightning Optical with respect to the Business or any 
Business Property and related in any way to Hazardous Substances.  With 
respect to the Business and/or Assets, no claims have been made against 
Lightning Optical under any Environmental Law, and no presently 
outstanding citations or notices have been issued against Lightning 
Optical under any Environmental law (except minor claims, all of which 
have been resolved without material damages, fines or penalties), 
including without limitation any claim relating to or arising out of the 
manufacture, processing, distribution, generation, use, treatment, 
storage, disposal, spill, leak, release, transport or other handling of 
any Hazardous Substance.
Underground Storage Tanks.  There are no underground storage tanks 
(whether or not excluded from regulation under any Environmental Law) on 
any Business Property or otherwise owned or operated by Lightning 
Optical, with respect to the Business or the Assets, including all 
underground storage tanks in use, out of service, closed or 
decommissioned in place.  All underground storage tanks previously on 
any Business Property owned or operated by Lightning Optical with 
respect to the Business have been properly decommissioned in compliance 
with all applicable Environmental Laws.
Waste Disposal.   No wastes, including without limitation, garbage and 
refuse, have been disposed of on any Business Property.  All wastes 
generated by Lightning Optical with respect to the Business and/or the 
Assets are and have been properly transported off site and disposed of 
in compliance with all applicable Environmental Laws.  With respect to 
the Business, Lightning Optical has not arranged for the disposal or 
treatment of any Hazardous Substances at, and has not transported or 
arranged for transportation on behalf of itself or any third party any 
Hazardous Substances to, any facility, site or property listed or 
proposed for listing on the National Priority List or the Comprehensive 
Environmental Response, Compensation, Liability Information System list 
compiled by the Environmental Protection Agency or any similar or 
comparable list compiled or maintained by any state or local 
governmental authority.
Records.   Sellers have disclosed and made available to the Acquiring 
Companies true, complete and correct copies or results of any reports, 
studies, analysis, tests or monitoring in the possession of or initiated 
by Lightning Optical pertaining to the existence of Hazardous Substances 
and any other environmental concerns relating to any Business Property, 
the Business, the Assets, or any operations of Lightning Optical with 
respect thereto.
For purposes of this Section 5.20, the capitalized terms shall be 
defined as follows:
Environmental Law.  The term "Environmental Law" means any federal, 
state or local statute, regulation or ordinance pertaining to the 
protection of human health or the environment and any applicable orders, 
judgments, decrees, permits, licenses or other authorizations or 
mandates under such laws.
Hazardous Substance.  The term "Hazardous Substance" means any material 
regulated as such under applicable environmental laws or listed as a 
hazardous substance under the Comprehensive Environmental Response, 
Compensation and Liability Act or any comparable state law that is 
applicable.  Furthermore, without limitation, Hazardous Substance 
includes petroleum or any fraction thereof, regulated under the Resource 
Conservation and Recovery Act and similar local laws, and radio-
neucleoides and similar radioactive waste materials, regulated under the 
Atomic Energy Act and similar federal and state laws.
Contamination.   The term "Contamination" or "Contaminated" means the 
presence of a Hazardous Substance in the soil, water (including surface 
water and groundwater) or ambient air if such presence of a Hazardous 
Substance constitutes a violation of applicable Environmental Laws or if 
removal or remedial action is required by applicable Environmental Laws 
with respect to such presence of a Hazardous Substance or legally could 
be required by a governmental agency or court under applicable 
Environmental Laws.
Capitalization.   The authorized capital stock of Lightning Optical 
consists of 1,000,000 shares of common stock, par value $.01 per share, 
of which 732,875 shares are issued and outstanding and 500,000 shares of 
preferred stock, par value $.01 per share, none of which is issued and 
outstanding, which constitute all of the Lightning Optical Shares.  All 
of the Series A Preferred Shares have been validly redeemed immediately 
prior to the Merger.  Shareholders are and will be at Closing the sole 
record and beneficial owners and holders of the Lightning Optical 
Shares, free and clear of all liens and encumbrances.  No legend or 
other reference to any purported encumbrance appears upon any 
certificate representing the Lightning Optical Shares other than the 
Rule 144 restrictive legend.  The Lightning Optical Shares have been 
duly authorized and validly issued and are fully paid and nonassessable.  
There are no contracts or agreements of any kind relating to the 
issuance, sale, or transfer of any equity or other securities of 
Lightning Optical.  None of the outstanding Lightning Optical Shares was 
issued in violation of law.  Lightning Optical does not have any 
contract or agreement to acquire, any equity securities or other 
securities of any third party or any direct or indirect equity or 
ownership interest in any other business.  The Sellers have performed 
all of their obligations and have no further liability in connection 
with the redemption on August 24, 1995 of Two Hundred Five Thousand 
(205,000) shares of the common stock of Lightning Optical owned by 
William M. Postlewaite.
Books and Records.  The books on August 24, 1995 of account, minute 
books, stock record books, and other records of Lightning Optical, all 
of which have been made available to the Acquiring Companies, are 
complete and correct and have been maintained in accordance with sound 
business practices, including the maintenance of an adequate system of 
internal controls.  The minute books of Lightning Optical contain 
accurate and complete records of all meetings held of, and corporate 
action taken by, the stockholders, the Board of Directors, and 
committees of the Board of Directors of Lightning Optical, and no 
meeting of any such stockholders, Board of Directors, or committee has 
been held for which minutes have not been prepared and are not contained 
in such minute books.  
No Undisclosed Liabilities.  Lightning Optical has no liabilities or 
obligations of any nature whatsoever except for liabilities or 
obligations reflected in or reserved against in the Financial Statements 
and except as set forth on Exhibit "H".
Accounts Receivable  All accounts receivable of Lightning Optical that 
are reflected on the Financial Statements or on the accounting records 
of Lightning Optical as of the Closing (collectively, the "Accounts 
Receivable") are set forth on Exhibit "S" which is attached hereto and 
made a part hereof, and represent or will represent valid obligations 
arising from sales actually made or services actually performed in the 
ordinary course of business. Unless paid prior to the Closing, the 
Accounts Receivable are or will be as of the Closing current and 
collectible  as shown on the Financial Statements. 
Inventory  All inventory of Lightning Optical, whether or not reflected 
in Financial Statements, consists of a quality and quantity usable and 
salable in the ordinary course of the Business, except for obsolete 
items and items of below-standard quality, all of which have been 
written off or written down to net realizable value in the Financial 
Statements. The quantities of each item of inventory (whether raw 
materials, work-in-process, or finished goods) are not excessive, but 
are reasonable in the present circumstances of Lightning Optical.
No Misstatements.   Neither this Agreement, nor any Exhibits attached 
hereto, nor any other document, record or material provided by Sellers 
to the Acquiring Companies in connection with the transactions 
contemplated hereunder, contains any untrue statement of material fact, 
or omits to state a fact necessary in order to make the statement 
contained herein and/or therein in light of the circumstances in which 
they were made, not misleading.
No Insolvency.  No insolvency proceedings of any character, including 
without limitation, bankruptcy, receivership, reorganization or 
arrangement with creditors, voluntary or involuntary, affecting the 
Assets or the Business, are pending or threatened.  Sellers have not 
made any assignment for the benefit of creditors, and has/have not taken 
any other action with a view to, or which will constitute the basis for 
the institution of any such insolvency proceedings which would affect 
the Assets or the Business.
REPRESENTATIONS AND WARRANTIES OF ACQUIRING COMPANIES.
II-VI and II-VI Lightning hereby represent and warrant the following to 
the Sellers:
Organization, Powers, Etc.   The Acquiring Companies are corporations 
duly organized, validly existing and in good standing under the laws of 
the Commonwealth of Pennsylvania and have all requisite power and 
authority to own and operate their respect businesses as presently 
conducted and to execute and deliver this Agreement and the other 
documents referred to herein and to perform the provisions hereof.  The 
execution and delivery of this Agreement and the other documents 
referred to herein does not, and the consummation of the transactions 
contemplated hereby and the performance of this Agreement and the other 
documents referred to herein will not, violate any provisions of the 
articles of incorporation or by-laws of the Acquiring Companies and will 
not result (with notice or the passage of time) in a default under or 
the acceleration or breach of any obligation under any mortgage, lien, 
contract, judgment or decree, instrument, order or arbitration award, to 
which the Acquiring Companies are a party or by which they are bound.  
The Boards of Directors of the Acquiring Companies have duly authorized 
the execution and delivery of this Agreement the performance of the 
obligations hereunder, and no other proceedings on the part of II-VI or 
II-VI Lightning are necessary to authorize the performance of their 
obligations hereunder.
Authorized Stock.  The shares of II-VI Stock which are to be delivered 
hereunder have been duly authorized and validly issued by II-VI and 
shall be delivered to the Shareholders free and clear of any liens and 
encumbrances.
II-VI Information.  All of the information which has been provided to 
the Shareholders by II-VI under paragraph 1 of the Investor Agreement is 
true and correct in all material respects.
Litigation.  The Acquiring Companies are not a party to any litigation 
or, to the best of their knowledge, threatened with any litigation, 
governmental or other proceeding, investigation, strike or other labor 
dispute or other controversy which might affect the validity of this 
Agreement or which, individually or in the aggregate, might result in 
any material liability to the Acquiring Companies or materially and 
adversely affect their assets or operations, and there is no outstanding 
order, writ, injunction, decree or ruling of any court or governmental 
agency against or affecting the Acquiring Companies or a material 
portion of their assets or business.
Broker's and Finder's Fees.  No agent, broker, finder, person or firm 
acting on behalf of the Acquiring Companies or under their authority is 
or will be entitled to any commissions or broker's or finder's fees with 
respect to any of the transactions contemplated hereof.
Legal, Valid and Binding Obligation.  The execution and delivery of this 
Agreement and of all documents required by this Agreement to be executed 
and delivered by the Acquiring Companies to Sellers, and the 
consummation of the transactions contemplated hereby will not violate 
any provision of any order, writ, judgment, award, law, statute, rule or 
regulation of any court, arbitrator or governmental body, agency or 
department and will not conflict with or result in any violation of any 
of the terms, conditions or provisions hereof.
CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLERS.
The obligations of Sellers under this Agreement are subject to the 
satisfaction at or prior to the Closing of each of the following 
conditions:
Certificate.  The Acquiring Companies shall have performed and complied 
with all of the covenants and agreements contained in this Agreement 
required to be performed and complied with by the Acquiring Companies at 
or prior to the Closing, and the representations and warranties of the 
Acquiring Companies set forth in this Agreement shall be true and 
correct in all material respects as of the date of the Closing, as 
though made at and as of the date hereof (except as otherwise 
contemplated by this Agreement), and Sellers shall receive a certificate 
to that effect signed on behalf of the Acquiring Companies.
Legal Opinion.  Sellers shall have received an opinion from Sherrard, 
German & Kelly, P.C., counsel for the Acquiring Companies dated the date 
of the Closing and in form and substance reasonably satisfactory to 
Sellers and its counsel, substantially to the effect that:
The Acquiring Companies are corporations duly organized, validly 
existing and in good standing under the laws of the Commonwealth of 
Pennsylvania;
This Agreement has been executed and delivered by the Acquiring 
Companies and (assuming the Agreement is a valid and binding obligation 
of Sellers) is a valid and binding obligation of the Acquiring 
Companies, enforceable against the Acquiring Companies in accordance 
with its terms, except that such enforcement may be subject to (i) 
bankruptcy, insolvency, reorganization, moratorium or other similar laws 
now or hereafter in effect relating to creditor's rights, and (ii) 
general principles of equity (regardless of whether such enforceability 
is considered in a proceeding in equity or at law); and 
The actions of execution, delivery and performance of this Agreement by 
the Acquiring Companies will not constitute a violation of the articles 
of incorporation or by-laws (or other similar governing documents), as 
currently in effect for the Acquiring Companies.
The shares of II-VI Stock which are to be delivered hereunder have been 
duly authorized and validly issued by II-VI and shall be delivered to 
the Shareholders free and clear of any liens and encumbrances.
Such opinion may expressly rely as to matters of fact upon certificates 
furnished by the Acquiring Companies, executed by appropriate officers 
and directors of the Acquiring Companies and by public officials.
Consents.  All required consents and approvals for the consummation of 
the transactions hereunder, including, without limitation, those listed 
on Exhibit "T" attached hereto and made part hereof shall have been 
obtained.
Employment Agreements. Employment Agreements will have been executed 
between II-VI Lightning and the following individuals:  D. Steffey, R. 
Murphy, C. Kennimore, M. Holyak, R. Drouse, A. Cassanho and V. Castillo.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING COMPANIES.
The obligations of the Acquiring Companies under this Agreement are 
subject to the satisfaction at or prior to the Closing of each of the 
following conditions:
Certificate.   Sellers shall, in all material respects, have performed 
and complied with the covenants and agreements contained in this 
Agreement required to be performed and complied with by Sellers at or 
prior to the Closing and the representations and warranties of Sellers 
set forth in this Agreement shall be true and correct in all material 
respects as of the date of the Closing, as though made at and as of the 
date thereof (except as otherwise contemplated by this Agreement), and 
the Acquiring Companies shall have received a certificate to that effect 
signed on behalf of Sellers.
No Changes.  There shall not have been, since January 10, 1996, any 
material adverse change in the Business.
Legal Opinion.  The Acquiring Companies shall have received an opinion 
from Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A. counsel to 
Sellers dated as of the Closing and in form and substance reasonably 
satisfactory to the Acquiring Companies and their counsel, substantially 
to the effect that:
Lightning Optical is a corporation duly organized, validly existing and
 in good standing under the laws of the State of Florida;
The authorized capital stock of Lightning Optical consists of 1,000,000 
shares of common stock, par value $.01 per share, of which 732,875 
shares are issued and outstanding and 500,000 shares of preferred stock, 
par value $.01 per share, none of which is issued and outstanding, which 
constitute all of the Lightning Optical Shares.  The Shareholders are 
the sole record and beneficial owners and holders of the Lightning 
Optical Shares, free and clear of all liens and encumbrances.  The 
Lightning Optical Shares have been duly authorized and validly issued 
and are fully paid and nonassessable.  There are no contracts or 
agreements of any kind relating to the issuance, sale, or transfer of 
any equity or other securities of Lightning Optical.  None of the 
outstanding Lightning Optical Shares was issued in violation of law.  
Lightning Optical does not have any contract or agreement to acquire, 
any equity securities or other securities of any third party or any 
direct or indirect equity or ownership interest in any other business.
This Agreement has been executed and delivered by Sellers and (assuming 
the Agreement is a valid and binding obligation of the Acquiring 
Companies) is a valid and binding obligation of Sellers, enforceable 
against Sellers, jointly and severally, in accordance with its terms, 
except that such enforcement may be subject to (i) bankruptcy, 
insolvency, reorganization, moratorium or other similar laws now or 
hereafter in effect relating to creditors' rights, and (ii) general 
principles of equity (regardless of whether such enforceability is 
considered in a proceeding in equity or at law);
The execution and delivery of this Agreement and of all documents 
required by this Agreement to be executed and delivered by Sellers to 
II-VI Lightning, and the consummation of the transactions contemplated 
hereby, will not violate any provision of any order, writ, judgment or 
award applicable to Sellers, or any law, statute, rule or regulation of 
any governmental body, agency or department, and will not conflict with 
or result in any violation of any of the terms, conditions or provisions 
terms, conditions or provisions hereof or any agreement or commitment to 
which Lightning Optical or any Shareholder is a party, or constitute a 
default under or result in the creation of any lien, charge, security 
interest or encumbrance upon the Business or the Assets;
Lightning Optical is in material compliance with all applicable laws, 
regulations, ordinances and rules of each local, state and federal 
government or administrative body having jurisdiction over Lightning 
Optical in its operation of the Business as it is now being conducted, 
or any of the Assets owned or controlled by Lightning Optical;
Lightning Optical is not in breach of or in default under any of the 
terms or provisions of any contracts or commitments which would 
adversely affect the Assets or the Business as it is presently 
conducted;
Sellers are not a party to any litigation or, threatened with any 
litigation, governmental or other proceeding, investigation, strike or 
other labor dispute or other controversy which might affect the validity 
of this Agreement or the Plan of Merger or which, individually or in the 
aggregate, might have a materially adverse effect on the Assets or 
Business and there is no outstanding order, writ, injunction, decree or 
ruling of any court or governmental agency against or affecting a 
material portion of the Assets or the Business; and 
The actions of execution, delivery and performance of this Agreement by 
Sellers will not constitute a violation of the articles of incorporation 
or by-laws (or other similar governing documents), as currently in 
effect, for Lightning Optical and will not require any consent, 
approval, authorization or permit of, or filing with or notification to, 
any governmental or regulatory authority.
Such opinion may expressly rely as to matters of fact upon certificates 
furnished by Sellers, by appropriate officers and directors of Sellers, 
and by public officials.
Consents.  All required consents and approvals for the consummation of 
the transactions hereunder, including, without limitation, those listed 
on Exhibit "T" attached hereto and made part hereof shall have been 
obtained.
Employment Agreements. Employment Agreements will have been executed 
between II-VI Lightning and the following individuals:  D. Steffey, R. 
Murphy, C. Kennimore, M. Holyak, R. Drouse, A. Cassanho and V. Castillo.
Investor Agreements.  An investor agreement by and among II-VI and the 
Shareholders in the form of Exhibit "U", attached hereto and made a part 
hereof, (the "Investor Agreements") shall have been executed by each 
Shareholder. 
Registration Rights Agreements. A registration rights agreement by and 
among II-VI and the Shareholders in the form of Exhibit "C", attached 
hereto and made a part hereof (the "Registration Rights Agreements") 
shall have been executed by each Shareholder.  
FURTHER ASSISTANCE.   Subsequent to the Closing, each of the parties 
hereto, at the request of the other, shall execute, deliver and 
acknowledge all such further instruments and documents and do and 
perform all such other acts and deeds as may reasonably be required more 
effectively to vest in each other the rights intended to be conferred 
upon such party pursuant to this Agreement.
SURVIVAL; INDEMNIFICATION.
Survival; Remedy for Breach.  The covenants, agreements, representations 
and warranties of the parties hereto contained herein and in any exhibit 
or schedule attached or delivered pursuant hereto shall survive the 
Closing for a period of one (1) year from the date thereof (the 
"Survival Date"), except as otherwise set forth in Section 10.3.
Any covenant, agreement, representation or warranty in respect of which 
indemnity may be sought under Sections 10.1, 10.2 or 10.3 shall survive 
the time at which it would otherwise terminate pursuant to this Section 
if, prior to such time, a notice specifying with reasonable detail and 
accuracy the  breach thereof giving rise to such indemnity shall have 
been given to the party against which such indemnity may be sought.
Indemnification.
The Majority Shareholders shall jointly and severally, indemnify, defend 
and hold harmless the Acquiring Companies and their officers, directors, 
employees and agents, (collectively, "Indemnities") from and against any 
and all claims, proceedings, actions, demands, liabilities, damages 
(including consequential, incidental and special damages) fines, 
penalties, losses, costs, consultant fees and other monetary sums, 
expenses (including reasonable attorneys' fees in connection with any 
administrative proceedings, trial, appeal or petition for review) and 
amounts paid in settlement ("Loss" or collectively, "Losses") of any 
nature whatsoever, whether contingent or accrued, arising out of, in 
connection with or in any way relating to (i) the breach by Sellers of 
any representation or warranty or any other provision contained in this 
Agreement, (ii) any liabilities or obligations of any of Sellers other 
than the liabilities or obligations specifically disclosed in the 
Financial Statements or in this Agreement, (iii) the relationship or 
former relationship between Sellers and any entity or person who is or 
was an employee of the Business with respect to any loss arising from 
events which occurred prior to Closing, (iv) products of Lightning 
Optical shipped prior to the Closing, arising from any claims or actions 
brought for personal injury, death, property damage or other economic 
losses, such as loss of use or loss of profits, whether such action or 
claim is based on a theory of negligence, breach of warranty, (express 
or implied), failure to discharge a duty to warn or instruct (whether 
negligent or innocent) under any other legal theory in contract or tort, 
(v) the actual or alleged presence, use, treatment, storage, generation, 
manufacture, transport, release, leak, spill, disposal or other handling 
of Hazardous Substances, at any location of or in connection with the 
Business prior to Closing as set forth in Section 5.20, or (vi) 
entitlement or claimed entitlement to any brokerage fee, commission or 
finders fee incurred by reason of actions taken by Sellers.
Losses shall include without limitation (i) the cost of any 
investigation, removal, remedial, defense (including without limitation 
attorney and expert and technical consultant's fees) or other action 
that is required by any Environmental Law, that is required by judicial 
order or by order of or agreement with any governmental authority, that 
is necessary or appropriate to prevent any such order from being issued 
or that otherwise is reasonable under the circumstances or that is 
required to respond to or defend any action that is premised on 
Environmental Law or environmental common law causes of action, (ii) 
capital expenditures  necessary to cause the Assets or the operations or 
Business to be in compliance with any and all requirements of 
Environmental Laws, (iii) Losses for injury or death of any person, 
including an Indemnitee, and (iv) Losses for damage to the property of 
an Indemnitee or any other person, including diminution in value or loss 
of use.  The amount of Loss shall be reduced by the proceeds of any 
insurance claim actually received by or paid to the Indemnitee in 
respect of such Loss.
The Majority Shareholders' obligations under this Section are 
conditioned upon receipt from II-VI or II-VI Lightning, on or prior to 
the Survival Date, of a written notification of the Losses which are the 
subject of indemnification and the applicable representation, warranty, 
covenant or agreement of any claim for indemnity, which notice shall 
preserve the Acquiring Companies' claim for indemnification and continue 
Sellers' obligation to indemnify the Acquiring Companies hereunder until 
such time as indemnification has been made or the claim has been 
withdrawn or otherwise resolved.  The notice required under this Section 
10.2 shall be provided promptly on or prior to the Survival Date, 
provided that any failure to give notice promptly shall not be a defense 
to Sellers' obligation to indemnify if such failure to give notice 
promptly has not materially increased the Loss incurred and then only to 
the extent of such additional Loss incurred as a result of such failure 
to give notice promptly.
The Acquiring Companies shall indemnify, defend and hold harmless 
Sellers and their respective officers, directors, employees and agents, 
(collectively, "Indemnities") from and against any and all claims, 
proceedings, actions, demands, liabilities, damages (including 
consequential, incidental and special damages) fines, losses, costs, 
expenses (including reasonable attorneys' fees in connection with any 
administrative proceeding, trial, appeal or petition for review) and 
amounts paid in settlement ("Loss" or collectively, "Losses") of any 
nature whatsoever, whether contingent or accrued, arising out of, in 
connection with or in any way relating to (i) the breach of any 
representation or warranty or any other provision contained in this 
Agreement, (ii) any liabilities or obligations of any of the Acquiring 
Companies, (iii) the relationship between the Acquiring Companies and 
any entity or person who is or was an employee of the Business with 
respect to any loss arising from events which occurred after Closing, 
(iv) products of the Acquiring Companies shipped after the Closing, 
arising from any claims or actions brought for personal injury, death, 
property damage or other economic losses, such as loss of use or loss of 
profits, whether such action or claim is based on a theory of 
negligence, breach of warranty, (express or implied), failure to 
discharge a duty to warn or instruct (whether negligent or innocent) 
under any other legal theory in contract or tort, (v) the actual or 
alleged use, treatment, storage, generation, manufacture, transport, 
release, leak, spill, disposal or other handling of Hazardous 
Substances, at any location of or in connection with the Business after 
the Closing, or (vi) entitlement or claimed entitlement to any brokerage 
fee, commission or finders fee incurred by reason of actions taken by 
the Acquiring Companies.
The Acquiring Companies' obligations under this Section are conditioned 
upon receipt from Sellers, on or prior to the Survival Date, of a 
written notification of the Losses which are the subject of 
indemnification and the applicable representation, warranty, covenant or 
agreement of any claim for indemnity, which notice shall preserve 
Sellers' claim for indemnification and continue the Acquiring Companies' 
obligation to indemnify Sellers hereunder until such time as 
indemnification has been made or the claim has been withdrawn or 
otherwise resolved.  The notice required under this Section 10.2 shall 
be provided promptly on or prior to the Survival Date, provided that any 
failure to give notice promptly shall not be a defense to the Acquiring 
Companies' obligation to indemnify if such failure to give notice 
promptly has not materially increased the Loss incurred and then only to 
the extent of such additional Loss incurred as a result of such failure 
to give notice promptly.
Special Agreements.  Notwithstanding anything in this Agreement to the 
contrary, the parties hereto agree as follows:
The covenants, agreements, representations and warranties relating to 
any tax liability shall survive until March 15, 1997.  If notice of 
audit is received from any governmental agency before March 15, 1997, 
the Majority Shareholders agree to be responsible for any additional 
taxes, penalties and interest arising from such audit.  II-VI Lightning 
agrees to pay the accounting and legal fees incurred in any such audit 
and further agrees to pay ten percent (10%) of any settlement of 
additional taxes, penalties and interest arising from such audit.
Any claim for indemnification arising by reason of any willful or 
fraudulent misrepresentation by the Sellers shall survive the Closing 
for a period of three (3) years from the date thereof.
The parties hereto agree that any regulatory obligations, liabilities, 
or deficiencies of any kind, which presently exist or which may be found 
to exist under the export control regulations, arising prior to the date 
of Closing, or arising after the date of Closing but in reference to 
obligations, liabilities, or deficiencies occurring or existing prior to 
the date of Closing, remain the responsibility of Lightning Optical.  
The parties agree that any Losses arising from any possible regulatory 
action taken after the Closing attributable to international sales by 
Lightning Optical which occurred prior to the Closing, including 
consultant and attorney fees attributable to any possible disclosure 
process, shall be payable as follows:
Losses up to twenty-five thousand dollars ($25,000.00) shall be the sole 
responsibility of the Sellers;
Losses between twenty-five thousand dollars ($25,000.00) and one hundred 
thousand dollars ($100,000.0) shall be allocated eighty percent (80%) to 
the Sellers and twenty percent (20%) to II-VI Lightning; and
Any Losses in excess of one hundred thousand dollars ($100,000.00) shall 
be the sole responsibility of II-VI Lightning.
The Majority Shareholders shall be permitted to participate in any 
decisions concerning a settlement with any governmental agencies of the 
United States of America in this matter.  The Majority Shareholders 
agree to cooperate with II-VI Lightning and shall not unreasonably 
withhold any required consent to the settlement.
II-VI Lightning agrees to pay all legal expenses in connection with any 
environmental claims.
If William M. Postlewaite has not made a claim or demand by the Survival 
Date then the Majority Shareholders shall be relieved from any further 
indemnification hereunder for any claims by Mr. Postlewaite.
The maximum obligation for each Majority Shareholder hereunder shall be 
the portion of the Merger Consideration received by such Majority 
Shareholder.
UNCOLLECTED RECEIVABLES AND WARRANTY RETURNS.
Uncollectible Accounts Receivable.  Except as set forth on Exhibit "V" 
which is attached hereto and made a part hereof, Shareholders shall 
reimburse II-VI Lightning for any Accounts Receivable, that, after 
commercially reasonable efforts, (including telephone calls and/or 
letters but excluding any third-party collection efforts and lawsuits), 
are not collected by II-VI Lightning within one hundred eighty (180) 
days after the Closing.  Shareholders agree to reimburse II-VI Lightning 
for any Accounts Receivable set forth on Exhibit "V" if such amounts are 
not collected within one (1) year from the Closing.  Shareholders agree 
to reimburse II-VI Lightening for any Accounts Receivable set forth on 
Exhibit "V" if such amounts are not collected within one (1) year from 
the Closing.  The Majority Shareholders shall be allowed to participate 
with II-VI Lightning in any collection efforts.
Warranty Returns.  Shareholders shall reimburse II-VI Lightning for any 
Warranty Returns in the Business which exceed one percent (1%) of gross 
sales for the period beginning on the Closing and ending one hundred 
eighty (180) days after the Closing.  "Warranty Returns" shall mean the 
return of any product sold or supplied by Lightning Optical to a 
customer or any third party which such customer or third party 
determines to be defective.
Notice to Shareholders.  II-VI Lightning shall provide the Shareholders 
with a list of the uncollected Accounts Receivable and Warranty Returns 
for which II-VI Lightning is entitled to reimbursement in accordance 
with Sections 11.1 and 11.2 hereof. Shareholders shall reimburse II-VI 
Lightning for the full amount of the uncollected Accounts Receivable and 
Warranty Returns set forth on the aforesaid list within ten (10) days 
notice from II-VI Lightning.  During such ten (10) day period, 
Shareholders shall have the right to audit the list of uncollected 
Accounts Receivable and Warranty Returns.  II-VI Lightning agrees to 
assign to the Shareholders all of its right, title and interest to the 
uncollected Accounts Receivable upon payment from the Shareholders.  
Reimbursement From Escrow Account.  Any amount due II-VI Lightning from 
the Shareholders in accordance with this Section 11 shall be paid first 
from the Escrow Account and then by the Majority Shareholders within ten 
(10) days of receipt of the notice who shall remain jointly and 
severally liable for any deficiency in the Escrow Account.
FINANCIAL STATEMENTS OF LIGHTNING OPTICAL.
Audited Financial Statements.  Sellers agree to cooperate with II-VI 
Lightning in connection with the preparation of audited financial 
statements for Lightning Optical for the fiscal year ending June 30, 
1995 and a review update through December 31, 1995.  Such audit of the  
financial statements will be  conducted by Alpern, Rosenthal & Co. and 
the Shareholders agree to pay Fifteen Thousand ($15,000) towards the 
accounting fees of Alpern, Rosenthal & Co. for the audit.  Any 
accounting fees related to the audit by Alpern, Rosenthal & Co. in 
excess of Fifteen Thousand Dollars ($15,000) will be paid by the 
Acquiring Companies.
Consent.  Sellers consent to the inclusion by II-VI of any financial 
statements of Lightning Optical required by law, rule or regulation to 
be included by II-VI in any registration or report filed by II-VI 
pursuant to the securities laws of the United States or any state 
thereof.  Sellers will cooperate to secure the consent of the accounting 
firm and/or accountants who prepared the financial statements of 
Lightning Optical required pursuant to the foregoing sentence.
COSTS AND EXPENSES.
All costs and expenses incurred in conducting the transactions described 
under this Agreement in the manner its prescribes, shall be borne by 
II-VI Lightning and Sellers in the following manner:
Taxes.  All applicable sales, transfer, documentary, and similar taxes, 
if any, that may be due and payable as a result of the Merger as 
provided herein, whether levied on the Sellers or II-VI Lightning, shall 
be paid one-half by the Shareholders and one-half by II-VI 
Lightning.
Fees.  Except as set forth in Section 12.1 above, the Shareholders shall 
pay the fees and charges of the attorneys, accountants and other 
professionals retained by them.
Other Expenses.  All other expenses shall be paid by the party which 
incurred them.
CONSENTS.  Each party will use efforts to obtain consents, if any, of 
all persons and entities necessary to the consummation of the Merger 
pursuant to this Agreement.
PUBLIC ANNOUNCEMENTS.   Except for statements required to be made by law 
or upon the advice of counsel, the parties hereto shall not issue any 
press release or make any such public statement with respect to this 
Agreement and the transactions contemplated hereby except by mutual 
consent.
MISCELLANEOUS.
Notices.  All notices and other communications hereunder shall be in 
writing and shall be deemed given when delivered personally or on the 
second succeeding business day after being mailed by registered or 
certified mail to the appropriate party at its address below (or at such 
other address for such party as shall be specified by written notice by 
such party):
If to II-VI or II-VI Lightning at:
II-VI Incorporated 
375 Saxonburg Boulevard 
Saxonburg, Pennsylvania 16056

Attention: Francis J. Kramer, President

With a copy to:

Robert D. German, Esquire 
Sherrard, German and Kelly, P.C. 
One Oliver Plaza, 35th Floor 
Pittsburgh, Pennsylvania 15222

If to Lightning or the Shareholders:
Mr. Paul J. Johnson, Jr.
Mr. J. Christopher Oles
Mr. Wayne R. Ignatuk
Mr. Frederick A. Baumle
Dr. Gregory J. Quarles
David A. Steffey
Tamara J. Shultz
Patrick J. Gracyalny
Dr. Bruce H. T. Chai
Dr. Jeff Dixon
c\o Lightning Optical Corporation
431 E. Spruce Street
Tarpon Springs, Florida  34689

With a copy to:

Michael T. Cronin, Esquire
Johnson, Blakely, Pope,
Bokor, Ruppel & Burns, P.A.
911 Chestnut Street
P. O. Box 1368
Clearwater, Florida  34617-1368

Headings.  The headings in this Agreement are intended solely for the 
convenience of reference and shall be given no effect in the 
construction or interpretation of this Agreement.
Governing Law.  This Agreement shall be construed and the rights of the 
parties here to determined, in accordance with the laws of the 
Commonwealth of Pennsylvania.
Assignment.   Neither party may assign this Agreement, other than the 
right to receive payments hereunder, without the express written consent 
of the other party in each instance, which consent shall not be 
unreasonably withheld.    Nothing in this Agreement, express or implied, 
is intended to confer upon any person, other than the parties hereto and 
their and permitted assigns, any rights or remedies under or by reason 
of this Agreement.
Severability.  If any term or provision of this Agreement or any 
application thereof shall be invalid or unenforceable, the remainder of 
this Agreement and any other application of such provision shall not be 
affected thereby.
Real Estate Taxes.  The parties hereto agree that all real estate taxes 
with respect to the premises utilized in the Business and any intangible 
or personal property tax with respect to the Assets shall be prorated as 
of the date of the Closing.
Entire Agreement.   This Agreement and the documents specifically 
referred to herein or required to be delivered pursuant to the terms 
hereof, represent the entire agreement of the parties hereto with 
respect to the subject matter hereof superseding all prior agreements, 
understandings, discussions, negotiations and commitments of any kind.  
This Agreement constitutes the entire understanding between the parties 
with respect to the subject matter it addresses and no waiver or 
modification of the terms hereof shall be valid unless in writing signed 
by the party to be charged and only to the extent therein set forth.
Execution of Counterparts.  This Agreement may be executed in 
counterparts, each of which shall be deemed an original, but all of 
which shall constitute the same agreement.
Binding Effect.   Subject to the provisions of Section 16.4 hereof, this 
Agreement shall be binding upon and inure to the benefit of the parties 
hereto and their respective successors and permitted assigns.
Arbitration.   All disputes arising under this Agreement or with respect 
to its interpretation or enforcement not otherwise resolved by the 
parties hereto shall be submitted to and decided by arbitration in the 
City of Tampa, Florida, for determination by the American Arbitration 
Association in accordance with its then existing rules pertaining 
thereto using one arbitrator.  Filing fees and other costs assessed by 
the American Arbitration Association shall initially be shared between 
and paid equally, one-half by II-VI Lightning and one-half by 
the Shareholders, in proportion to their share ownership of Lightning 
Optical as set forth on Exhibit B, provided that the non-prevailing 
party in such arbitration, within thirty (30) days following a final 
determination of such arbitration, shall reimburse the prevailing party 
for any such fees and costs previously advanced by the prevailing party 
to the extent so awarded by the arbitrator.  The decision of the 
arbitration shall be final and binding upon all parties and judgment 
upon the award may be entered in any Court having jurisdiction thereof.
Remedies and Rights Not Exclusive.  Except as expressly provided to the 
contrary herein, no remedies or rights herein conferred upon or reserved 
to the parties are intended to be exclusive of any remedy or right 
provided by law, but each shall be cumulative and shall be in addition 
to every other remedy or right given thereunder, or now or hereafter 
existing at law or in equity or by statute.

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as 
of the date first above written.

ATTEST:                            II-VI INCORPORATED


By:  /s/ Robert D. German          By:  /s/ Francis J. Kramer        
   -------------------------       ----------------------------------
Title:  Secretary                  Title:  President                 
      ----------------------             ----------------------------
(Corporate Seal)


ATTEST:                            II-VI LIGHTNING INCORPORATED


By:   /s/ James Martinelli         By:  /s/ Steven L. Sacone         
   -------------------------       ----------------------------------
Title:                             Title:  President                 
      ----------------------             ----------------------------
(Corporate Seal)


ATTEST:                            LIGHTNING OPTICAL CORPORATION


By:  Wayne R. Ignatuk              By:  /s/ Paul J. Johnson, Jr. 
     ----------------                 ----------------------------
Title:  Secretary                  Title:  President                 
      ----------------------             ----------------------------
(Corporate Seal)


WITNESS:

/s/ Michael T. Cronin              /s/ Paul J. Johnson, Jr.          
- -------------------------          ----------------------------------
                                   PAUL J. JOHNSON, JR.


/s/ Michael T. Cronin              /s/ J. Christopher Oles          
- -------------------------          ----------------------------------
                                   J. CHRISTOPHER OLES


/s/ Michael T. Cronin              /s/ Wayne R. Ignatuk              
- -------------------------          ----------------------------------
                                   WAYNE R. IGNATUK


/s/ Michael T. Cronin              /s/ Frederick A. Baumle           
- -------------------------          ----------------------------------
                                   FREDERICK A. BAUMLE


/s/ Michael T. Cronin              /s/ Dr. Gregory J. Quarles        
- -------------------------          ----------------------------------
                                   DR. GREGORY J. QUARLES


/s/ Michael T. Cronin              /s/ David A. Steffey              
- -------------------------          ----------------------------------
                                   DAVID A. STEFFEY


/s/ Michael T. Cronin              /s/ Tamara J. Schultz             
- -------------------------          ----------------------------------
                                   TAMARA J. SCHULTZ


/s/ Michael T. Cronin              /s/ Patrick J. Gracyalny          
- -------------------------          ----------------------------------
                                   PATRICK J. GRACYALNY


/s/ Michael T. Cronin              /s/ Dr. Bruce H. T. Chai          
- -------------------------          ----------------------------------
                                   DR. BRUCE H. T. CHAI


/s/ Michael T. Cronin              /s/ Dr. Jeff Dixon                
- -------------------------          ----------------------------------
                                   DR. JEFF DIXON


LIST OF OMITTED EXHIBITS


Pursuant to Regulation S-K 601(b)(2), the following exhibits have been 
omitted from this Exhibit 2.01 to the Registrant's Form 8-K for the 
event dated February 22, 1996:


Exhibit A -Plan of Merger
Exhibit B -Schedule of Shareholder
Cash/Stock Elections
Exhibit E -Financial Statements dated October 31, 1995
Exhibit F -List of International Sales
Exhibit G -List of Assets
Exhibit H -Schedule of Liens
Exhibit I -List of Patents, Trademarks, etc.
Exhibit J -Schedule of Employee Benefit Plans
Exhibit K -Schedule of Employee
Benefit Plan Noncompliance
Exhibit L -Schedule of Material Changes
Exhibit M -Schedule of Leases
Exhibit N -Schedule of Insurance Policies
Exhibit O -Schedule of Material Contracts
Exhibit P -Schedule of Backlog
Exhibit Q -Schedule of Hazardous Substances
Exhibit R -Schedule of Environmental Permits
Exhibit S -Schedule of Accounts Receivable
Exhibit T -Schedule of Required Consents
Exhibit U -Investor Agreements
Exhibit V -Uncollectible Accounts Receivable


The registrant agrees to supplementally furnish to the Securities and 
Exchange Commission a copy of any of the foregoing omitted schedules.

EX-2.02

2.02

REGISTRATION RIGHTS AGREEMENT


THIS AGREEMENT, made this 22nd day of February, 1996, among and between 
Paul J. Johnson, Jr., J. Christopher Oles, Wayne R. Ignatuk, Frederick 
A. Baumle and Patrick J. Gracyalny (individually, each a "Holder" and 
collectively, the "Holders") and II-VI INCORPORATED, a Pennsylvania 
corporation (the "Company").
WITNESSETH:
WHEREAS, Holders, as of the date hereof, are the record and beneficial 
holders of an aggregate of 186,183 shares (the "Shares") of the 
Company's common stock, no par value (the "Common Stock"); and 
WHEREAS, Holders desire to have the Shares subject to the rights 
described herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants 
contained herein and intending to be legally bound hereby, the parties 
hereto agree as follows:
Definitions.  For purposes of this Agreement:
The term "Act" means the Securities Act of 1933, as amended, or any 
similar federal statute, and the rules and regulations of the Commission 
thereunder, all as the same are in effect from time to time;
The term "Commission" means the Securities and Exchange Commission or 
any other federal agency at the time primarily responsible for 
administering the Securities Act;
The term "Merger Agreement" means the Merger Agreement and Plan of 
Reorganization by and among the Company, II-VI Lightning Optical 
Incorporated, Lightning Optical Corporation, and Paul J. Johnson, Jr., 
J. Christopher Oles, Wayne R. Ignatuk, Frederick A. Baumle, David A. 
Steffey, Tamara J. Shultz, Patrick J. Gracyalny, Dr. Gregory J. Quarles, 
Dr. Bruce Chai and Dr. Jeff Dixon; and

The term "Registrable Securities" means (i) the Shares and (ii) any 
capital stock of the Company issued as a dividend or other distribution 
with respect to, or in exchange for or in replacement of, the Shares, in 
each case, which are held by a Holder. 
Registration Under the Act.  The Company shall use commercially 
reasonable efforts to file, as expeditiously as possible but in no event 
later than ninety (90) days of the date hereof, a registration statement 
under the Act on Form S-3 (or Form S-1 if Form S-3 is not available) 
(subject to obtaining all necessary consents from independent public 
accountants required to file such registration statement), covering the 
registration of all of the Registrable Securities then outstanding, and 
the Company shall use reasonable commercial efforts to cause such 
registration statement to be declared effective under the Act.  The 
Company is not currently aware of any reason why it would not be able to 
file such registration statement within ninety (90) days of the date 
hereof.
Notice of Sales.  Holders shall promptly notify the Company of sales 
made pursuant to any registration statement filed pursuant to this 
Agreement.
Registration Procedures.  Whenever required under Paragraph 2 to effect 
the registration of any Registrable Securities, the Company shall:
Prepare and file with the Commission a registration statement with 
respect to such Registrable Securities and use reasonable commercial 
efforts to cause such registration statement to become and remain 
effective; provided, however, that in connection with any proposed 
registration under Paragraph 2, the Company shall in no event be 
obligated to cause any such registration to remain effective for more 
than twenty-four (24) months, excluding any suspension of such 
effectiveness occurring as a result of an event described in the next 
succeeding sentence of this Section 4(a).  In connection therewith, the 
Company shall use its best efforts to notify Holders of the happening of 
any event during the period a registration statement is effective which 
makes any statement made in such registration statement or the related 
prospectus untrue in any material respect or which requires the making 
of any changes in such registration statement or prospectus so that, as 
of such date, the statements therein are not misleading and do not omit 
to state a material fact required to be stated therein or necessary to 
make the statements therein not misleading (which advice shall be 
accompanied by an instruction to suspend the use of the prospectus until 
the requisite changes have been made) and use best efforts, consistent 
with Company's past practices, to prepare a supplement or post-effective 
amendment to a registration statement or the related prospectus or any 
document incorporated therein by reference or file any other required 
document so that, as thereafter delivered to the purchasers of the 
Registrable Securities, such prospectus will not contain any untrue 
statement of a material fact or omit to state a material fact required 
to be stated therein or necessary to make the statements therein, in 
light of the circumstances under which they were made, not misleading; 
provided, that the Company shall not be required to update, pursuant to 
this Section 4, any such document during a period where the Company 
shall, in good faith and using reasonable business judgment, believe 
that the premature disclosure of any event or information would have a 
material effect on the Company.
Each Holder agrees that, upon receipt of any such notice from the 
Company of the happening of any event of the kind described herein, such 
Holder will forthwith discontinue disposition of Registrable Securities 
pursuant to such registration statement until such Holder's receipt of 
the copies of the supplemented or amended prospectus, and, if so 
directed by the Company, such Holder will deliver to the Company (at its 
expense) all copies in its possession, other than permanent file copies 
then in such Holder's possession, of the prospectus covering such 
Registrable Securities current at the time of receipt of such notice.
Prepare and file with the Commission such amendments and supplements to 
such registration statement and the prospectus used in connection with 
such registration statement as may be necessary to comply with the 
provisions of the Act with respect to the disposition of all securities 
covered by such registration statement.
Furnish to the Holders such numbers of copies of a final prospectus in 
conformity with the requirements of the Act, and such other documents as 
they may reasonably request in order to facilitate the disposition of 
the Registrable Securities owned by them.
Use its best efforts to register and qualify the securities covered by 
such registration statement under such other securities or Blue Sky laws 
of such United States jurisdictions as shall be reasonably requested by 
Holders for the distribution of the securities covered by the 
registration statement, provided that the Company shall not be required 
in connection therewith or as a condition thereto to qualify to do 
business or to file a general consent to service of process in any such 
states or jurisdictions (unless done in a prior offering), and further 
provided that (anything in this Agreement to the contrary 
notwithstanding with respect to the bearing of expenses) if any 
jurisdiction in which the securities shall be qualified shall require 
that expenses incurred in connection with the qualification of the 
securities in that jurisdiction be borne by selling shareholders, then 
such expenses shall be payable by the Holders pro rata based upon the 
number of shares registered, to the extent required by such 
jurisdiction.
Obligation to Furnish Information.  It shall be a condition precedent to 
the obligations of the Company to take any action pursuant to this 
Agreement that each Holder shall furnish to the Company such information 
regarding such Holder or, the Registrable Securities held by them, and 
the intended method of disposition of such securities, as the Company 
shall reasonably request and as shall be required in connection with the 
action to be taken by the Company hereunder.
Expenses of Registration.  All expenses incurred in connection with a 
registration effected pursuant to Paragraph 2 (excluding underwriters' 
or brokers' discounts and commissions, if any, and counsel, advisory or 
consultant fees of any selling Holder), including all registration and 
qualification fees, printers' and accounting fees (except as set forth 
in the Merger Agreement), and fees and disbursements of counsel for the 
Company, shall be borne by the Company.  Any expenses of a registered 
offering under Paragraph 2 not required to be borne by the Company shall 
be borne pro rata by the Holders.
Delay of Registration.  Holders shall not have any right to take any 
action to restrain, enjoin, or otherwise delay any registration as the 
result of any controversy that might arise with respect to the 
interpretation or implementation of this Agreement.
Indemnification.  In the event any Registrable Securities are included 
in a registration statement under this Agreement:
To the extent permitted by law, the Company will indemnify and hold 
harmless each Holder joining in a registration, against any losses, 
claims, damages, or liabilities, joint or several, to which they may 
become subject under the Act or otherwise, insofar as such losses, 
claims, damages or liabilities (or actions in respect thereof) arise out 
of or are based on any untrue or alleged untrue statement of any 
material fact contained in such registration statement, including any 
preliminary prospectus or final prospectus, or any amendments or 
supplements thereto, or arise out of or are based upon the omission or 
alleged omission to state therein a material fact required to be stated 
therein or necessary to make the statements therein not misleading, or 
arise out of any violation by the Company of any rule or regulation 
promulgated under the Act applicable to the Company and relating to 
action or inaction required of the Company in connection with any 
registration;  provided, however, that the indemnity agreement contained 
in this Section 8(a) shall not apply to amounts paid in settlement of 
any such loss, claim, damage, liability, expenses or action if such 
settlement is effected without the consent of the Company nor shall the 
Company be liable in any such case for any such loss, claim, damage, 
liability, expenses, or action to the extent that it arises out of or is 
based upon an untrue statement or alleged untrue statement or omission 
or alleged omission made in connection with such registration statement, 
preliminary prospectus, final prospectus, or amendments or supplements 
thereto, in reliance upon and in conformity with written information 
furnished expressly for use in connection with such registration by any 
such Holder.
To the extent permitted by law, each Holder will indemnify and hold 
harmless the Company, each of its directors, each of its officers who 
have signed the registration statement, each person, if any, who 
controls the Company within the meaning of the Act, and each agent and 
any underwriter for the Company (within the meaning of the Act) against 
any losses, claims, damages, or liabilities, joint or several, to which 
the Company and/or any such director, officer, controlling person, 
agent, or underwriter may become subject, under the Act or otherwise, 
insofar as such losses, claims, damages, or liabilities (or actions in 
respect thereto) arise out of or are based upon any untrue statement or 
alleged untrue statement of any material fact contained in such 
registration statement, including any preliminary prospectus or final 
prospectus, or any amendments or supplements thereto, or arise out of or 
are based upon the omission or alleged omission to state therein a 
material fact required to be stated therein or necessary to make the 
statements therein not misleading, in each case to the extent, but only 
to the extent, that such untrue statement or alleged untrue statement or 
omission or alleged omission was made in such registration statement, 
preliminary or final prospectus, or amendments or supplements thereto, 
in reliance upon and in conformity with information furnished by such 
Holder expressly for use in connection with such registration;  
provided, however, that the indemnity agreement contained in this 
Section 8(b) shall not apply to amounts paid in settlement of any such 
loss, claim, damage, liability, expense or action if such settlement is 
effected without the consent of such Holder, which consent shall not be 
unreasonably withheld.
Promptly after receipt by an indemnified party under this paragraph of 
notice of the commencement of any action, such indemnified party will, 
if a claim in respect thereof is to be made against any indemnifying 
party under this Section, notify the indemnifying party in writing of 
the commencement thereof and the indemnifying party shall have the right 
to participate in, and, to the extent the indemnifying party so desires, 
jointly with any other indemnifying party similarly noticed, to assume 
the defense thereof with counsel mutually satisfactory to the parties.  
The failure to notify an indemnifying party promptly of the commencement 
of any such action, if prejudicial to his ability to defend such action, 
shall relieve such indemnifying party of any liability to the 
indemnified party under this Section, but the omission so to notify the 
indemnifying party will not relieve him of any liability that he may 
have to any indemnified party otherwise than under this Section.
Limitations on Transfer.  This Agreement shall be binding upon and shall 
inure to the benefit of the parties hereto and their successors and 
assigns; provided, that the registration rights granted to the Holders 
in Section 2 hereof may not be assigned or transferred in whole or in 
part by any of the Holders.
Termination.  Unless sooner terminated pursuant to the terms of this 
Agreement, the obligations of the Company pursuant to Section 2 hereof 
shall expire upon the earlier of: (i) the sale or other disposition of 
the Registrable Securities by the Holders, (ii) twenty-four (24) months 
following the effectiveness of the registration statement filed pursuant 
to Paragraph 2 (subject to extension as set forth in Paragraph 4(a) 
hereof), or (iii) the date when the Registrable Securities then 
outstanding may be resold during the succeeding three-month period 
without the Holders being required to deliver a prospectus with respect 
thereto under the Act or the rules and regulations promulgated 
thereunder.  In addition to the foregoing, the obligations of the 
Company pursuant to this Agreement shall terminate as to any Holder who 
notifies the Company in writing that such Holder does not wish to have 
such Holder's shares registered hereunder.
Entire Agreement.  This Agreement and the documents referred to herein 
constitute the entire agreement among the parties with respect to the 
subject matter hereof and supersedes all prior agreements and 
negotiations relating thereto.
Governing Law.  This Agreement, together with the rights and obligations 
of the parties hereunder shall be governed by and construed and enforced 
in accordance with the laws of the Commonwealth of Pennsylvania without 
regard to any jurisdiction's conflicts of laws provisions.
Counterparts.  This Agreement may be executed in two or more 
counterparts, each of which shall be deemed an original but all of which 
together shall constitute one and the same instrument.
Titles and Subtitles.  The titles and subtitles used in this Agreement 
are for convenience only and are not to be considered in construing or 
interpreting this Agreement.

Notices.  Any notice, request or other communication required or 
permitted under this Agreement shall be given in writing and shall be 
deemed to be effectively given upon (i) personal delivery, (ii) delivery 
by U.S. Express Mail or other overnight courier service which provides 
evidence of delivery, (iii) legible facsimile transmission with 
confirmation of receipt, or (iv) the expiration of five (5) days 
following deposit with the United States Postal Service, by registered 
or certified mail, postage prepaid, addressed, in each case, to the 
Company at 375 Saxonburg Boulevard, Saxonburg, Pennsylvania  16056, 
Attention:  Francis J. Kramer, President (telecopy:  412-352-4980), with 
a copy to Robert D. German, Esquire, Sherrard, German & Kelly, P.C., One 
Oliver Plaza, 35th Floor, Pittsburgh, Pennsylvania  15222 (telecopy:  
412-261-6221), and to any of the Holders, c/o Lightning Optical 
Corporation, 431 E. Spruce Street, Tarpon Springs, Florida  34689 
(telecopy:  813-938-9493), with a copy to Michael T. Cronin, Esquire, 
Johnson, Blakely, Pope, Bokor, Ruppel & Burns, P.A., 911 Chestnut 
Street, P.O. Box 1368, Clearwater, Florida  34617-1368 (telecopy:  813-
441-8617), or such other address as any party may designate by ten (10) 
days advance written notice to the other party in accordance with the 
provisions of this Section.
Amendments.  This Agreement may not be amended without the written 
consent of the holders of at least a majority of the then outstanding 
Registrable Securities.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be 
executed by a duly authorized officer or partner as of the day first 
above written.
                                    HOLDERS:
WITNESS:


  /s/ Michael T. Cronin                 /s/ Paul J. Johnson, Jr.
- -------------------------           ----------------------------------
                                            Paul J. Johnson, Jr.

WITNESS:


  /s/ Michael T. Cronin                 /s/ J. Christopher Oles
- -------------------------           ----------------------------------
                                            J. Christopher Oles

WITNESS:


  /s/ Michael T. Cronin                   /s/ Wayne R. Ignatuk
- -------------------------           ----------------------------------
                                              Wayne R. Ignatuk

WITNESS:


  /s/ Michael T. Cronin                   /s/ Frederick A. Baumle
- -------------------------           ----------------------------------
                                              Frederick A. Baumle

WITNESS:


  /s/ Michael T. Cronin                   /s/ Patrick J. Gracyalny
- -------------------------           ----------------------------------
                                              Patrick J. Gracyalny


WITNESS:                            II-VI INCORPORATED


      Robert D. German              By:   /s/ Francis J. Kramer
- -------------------------           ----------------------------------
      Secretary                     Title:    President       
- -------------------------           ----------------------------------

EX-2.03

2.03

ESCROW AGREEMENT

THIS AGREEMENT dated as of the 22nd day of February, 1996,

BY AND AMONG

II-VI LIGHTNING OPTICAL INCORPORATED, a Pennsylvania corporation, 
("II-VI Lightning"),

AND

PAUL J. JOHNSON, JR., J. CHRISTOPHER OLES, WAYNE R. IGNATUK and 
FREDERICK A. BAUMLE, individuals and shareholders of the Lightning 
Optical Corporation (collectively as the "Shareholders"),

AND

PNC BANK, NATIONAL ASSOCIATION, (the "Escrow Agent").
WHEREAS, II-VI Lightning and the Shareholders have entered into a Merger 
Agreement and Plan of Reorganization dated February __, 1996 (the 
"Merger Agreement") relating to the acquisition by II-VI Lightning of 
all of the issued and outstanding common stock of Lightning Optical 
Corporation ("Lightning Optical");

WHEREAS, Subsection 3.2(c) of the Merger Agreement provides for the 
establishment of an escrow account ("Escrow Account") to be used to 
reimburse II-VI Lightning for any adjustment in the Merger 
Consideration, uncollected customer receivables, excess warranty returns 
or any breaches of the representations and warranties contained in the 
Merger Agreement; and

WHEREAS, II-VI Lightning and the Shareholders desire to appoint Escrow 
Agent as escrow agent for the Escrow Account and the Escrow Agent is 
willing to serve as the escrow agent in accordance with the terms and 
conditions of this Agreement.

NOW, THEREFORE, in accordance with the mutual covenants hereinafter 
contained, the parties hereto, intending to be legally bound hereby, 
agree as follows:

DESIGNATION OF ESCROW AGENT.  II-VI Lightning and the Shareholders 
hereby designate and appoint the Escrow Agent as escrow agent in 
accordance with the provisions of this Agreement and the Escrow Agent 
hereby accepts its appointment as escrow agent, and agrees to serve in 
such capacity in accordance with the provisions of this Agreement.

ESTABLISHMENT OF ESCROW ACCOUNT.  The shareholders have deposited into 
the Escrow Account with the Escrow Agent the sum of Three Hundred Two 
Thousand Seven Hundred Fifty Dollars ($302,750) in immediately available 
funds.  Escrow Agent hereby acknowledges receipt of such funds and 
agrees to act as escrow agent and to hold, safeguard and disburse the 
Escrow Account only in accordance with the terms and conditions of this 
Escrow Agreement.

INVESTMENT OF FUNDS.  The Escrow Agent shall invest the funds in the 
Escrow Account, at the joint written direction of II-VI Lightning and 
the Shareholders in accordance with the Investment Authorization and 
Direction form attached hereto and made a part hereof as Exhibit "A".  
Any earnings generated by the Escrow Account will be determined to be 
part of the Escrow Account.

CLAIMS AGAINST THE ESCROW ACCOUNT.  In accordance with the terms and 
conditions of the Merger Agreement and this Agreement, II-VI Lightning 
shall be entitled to a distribution in conformity with the terms hereof 
from the Escrow Account for any amount due to them:

by reason of a decrease in the Merger Consideration in accordance with 
Subsection 3.3(a) of the Merger Agreement; 

as reimbursement for uncollected Accounts Receivable and excess Warranty 
Returns in accordance with Subsections 11.1 and 11.2 of the Merger 
Agreement;

for any breach of the Representations and Warranties of Shareholders 
under and subject to the provisions of Section 10 of the Merger 
Agreement; and

as compensation for any Loss or Losses (as defined in Subsection 10.2(b) 
of the Merger Agreement) suffered by II-VI Lightning, its officers, 
directors, employees or agents for which they are entitled to 
indemnification in accordance with Subsection 10.2 of the Merger 
Agreement.

CLAIMS AGAINST ESCROW ACCOUNT AND OBJECTIONS.
In the event that II-VI Lightning believes that it is entitled to a 
distribution from the Escrow Account, then II-VI Lightning shall deliver 
to the Escrow Agent, with a copy to each of the other parties hereto, by 
Federal Express or facsimile, a written notice setting forth a demand 
for payment of all or a specified dollar amount of the Escrow Account 
and the basis for the demand ("Demand Notice"). 

Upon receipt of a Demand Notice, the Escrow Agent shall immediately 
notify each other party in writing that it has received such notice, 
attaching a copy thereof and specifying the date on which payment from 
the Escrow Account will be made to II-VI Lightning ("Payment Date") 
which Payment Date shall be the fifteenth (15th) business day after the 
Escrow Agent's receipt of the Demand Notice.

If any party other than the Escrow Agent objects to a demand for 
payment, such party shall, prior to the Payment Date, deliver to the 
Escrow Agent, with a copy to each of the other parties hereto, a demand 
that the Escrow Agent not make the payment as requested in the Demand 
Notice and the basis for the objection ("Objection Notice").

Unless the Escrow Agent receives an Objection Notice prior to the 
Payment Date, it shall pay all or a portion of the Escrow Account to II-
VI Lightning as set forth in the Demand Notice on the Payment Date.  If 
the Escrow Agent receives an Objection Notice prior to the Payment Date, 
the Escrow Agent shall not make a payment from the Escrow Account until 
it receives (i) joint written instructions to make payment from the 
Escrow Account from II-VI Lightning and the Shareholders or (ii) a copy 
of a final order of an arbitration panel adjudicating II-VI Lightning's 
or the other parties' rights to receive payment from the Escrow Account, 
and upon its receipt of such written instructions or final order, the 
Escrow Agent shall make payment from the Escrow Account as set forth 
therein.

ARBITRATION.  All disputes arising under this Agreement or with respect 
to its interpretation or enforcement not otherwise resolved by the 
parties hereto shall be submitted to and decided by arbitration in the 
City of Tampa, Florida, for determination by the American Arbitration 
Association in accordance with its then existing rules pertaining 
thereto using one arbitrator.  Filing fees and other costs assessed by 
the American Arbitration Association shall initially be shared between 
and paid equally, one-half by II-VI Lightning and one-half by the 
Shareholders, in proportion to their share ownership of Lightning 
Optical as set forth on Exhibit "B" of the Merger Agreement, provided 
that the non-prevailing party in such arbitration, within thirty (30) 
days following a final determination of such arbitration, shall 
reimburse the prevailing party for any such fees and costs previously 
advanced by the prevailing party to the extent so awarded by the 
arbitrator.  The decision of the arbitration shall be final and binding 
upon all parties and judgment upon the award may be entered in any Court 
having jurisdiction thereof.
PAYMENT AND TERMINATION OF ESCROW ACCOUNT.
Except as set forth in Subsection 8(b) hereof, and unless such funds are 
not available in the Escrow Account because of distribution pursuant to 
Demand Notices the Escrow Account shall be distributed to the 
Shareholders in proportion to their share ownership of Lightning Optical 
as set forth on Exhibit "B" of the Merger Agreement attached hereto as 
Exhibit "B" as follows:
Three (3) months after the date of this Agreement, twenty-five (25%) of 
the funds originally deposited into the Escrow Account shall be 
distributed to the Shareholders;
Six (6) months after the date of this Agreement, twenty-five (25 %) of 
the funds originally deposited into the Escrow Account shall be 
distributed to the Shareholders;
Nine (9) months after the date of this Agreement, twenty-five (25%) of 
the funds originally deposited into the Escrow Account shall be 
distributed to the Shareholders; and
Twelve (12) months after the date of this Agreement, the balance of the 
Escrow Account plus any accrued interest reduced by any fees and costs 
assessed by the Escrow Agent against the Escrow Account in accordance 
with this Agreement shall be distributed to the Shareholders.
If any claims to a distribution from the Escrow Account, as evidenced by 
a Demand Notice(s), are pending at the time a scheduled distribution 
from the Escrow Account is to be made in accordance with Subsection 8(a) 
above, an amount equal to the aggregate dollar amount of such claims 
shall be retained by the Escrow Agent in the Escrow Account until it 
receives (i) joint written instructions to make payment from the Escrow 
Account from II-VI Lightning and the Shareholders or (ii) a copy of a 
final order of an arbitration panel adjudicating II-VI Lightning's right 
to receive payment from the Escrow Account.
Upon the distribution of the full amount of the Escrow Account, this 
Agreement shall terminate and the Escrow Agent shall be discharged of 
any further liability.
EXCULPATION OF ESCROW AGENT.  The Escrow Agent shall have no duties or 
responsibilities except for those set forth herein (and required by 
applicable law), which the parties agree are ministerial in nature.  If 
in doubt as to its duties and responsibilities hereunder, the Escrow 
Agent may consult with counsel of its choice and shall be protected in 
any action taken or omitted in connection with the advice or opinion of 
such counsel.  Except for the Escrow Agent's own willful misconduct or 
gross negligence:  (a) the Escrow Agent shall have no liability of any 
kind whatsoever for the performance of any duties imposed upon the 
Escrow Agent under this Agreement or for any action or failure to act by 
the Escrow Agent hereunder; (b) the Escrow Agent shall not be 
responsible for the acts or omissions of any other parties hereto; (c) 
the Escrow Agent shall not be liable to anyone for damages, losses or 
expenses arising out of this Agreement; (d) provided that the funds are 
invested as directed, the Escrow Agent shall have no responsibility for 
the rate or amount of interest, if any, earned on the Escrow Account or 
for the preservation of the principal of the Escrow Account; and (e) the 
Escrow Agent may rely and/or act upon any instrument or document 
believed by the Escrow Agent in good faith to be genuine and to be 
executed and delivered by the proper person or party, and may assume in 
good faith the authenticity, validity and effectiveness thereof and 
shall not be obligated to make any investigation or determination as to 
the truth and accuracy of any information contained therein.  In the 
event of any dispute between II-VI Lightning and the Shareholders, II-VI 
Lightning and the Shareholders shall pay, on demand, the reasonable 
attorneys' fees and other reasonable costs and expenses incurred by the 
Escrow Agent in respect thereof; II-VI Lightning and the Shareholders 
shall be jointly and severally liable for such fees, costs and expenses 
but, as between themselves, such fees, costs and expenses shall be paid 
by the party losing such dispute.
INDEMNIFICATION.  In consideration of its acceptance of the appointment 
as the Escrow Agent, the other parties hereto, jointly and severally, 
agree to indemnify and hold the Escrow Agent harmless as to any 
liability incurred by it to any person, firm or corporation by reason of 
its having accepted the same or in carrying out any of the terms hereof, 
and to reimburse the Escrow Agent for all its reasonable expenses, 
including, among other things, counsel fees and court costs, incurred by 
reason of its position hereunder or actions taken pursuant hereto or 
actions taken hereto.  This indemnity shall survive the termination of 
this Agreement and the resignation or removal of the Escrow Agreement.
NO ADDITIONAL DUTIES.  The Escrow Agent shall have no duties except 
those which are expressly set forth herein, and it shall not be bound by 
any notice of a claim for payment, or demand with respect thereto, or 
any waiver, modification, amendment, termination or rescission of this 
Agreement, unless received by it in writing.
MODIFICATION.  No modification of this Agreement shall be valid unless 
the same is in writing and is signed by II-VI Lightning, the 
Shareholders and the Escrow Agent.
RESIGNATION OF ESCROW AGENT.  The Escrow Agent, and any successor Escrow 
Agent, may resign at any time as Escrow Agent hereunder by giving at 
least fifteen (15) business days written notice to the Shareholders and 
II-VI Lightning.  Upon such resignation and the appointment of a 
successor Escrow Agent, the resigning Escrow Agent shall be absolved 
from any and all liability in connection with the exercise of its powers 
and duties as Escrow Agent hereunder.  Upon their receipt of notice of 
resignation from the Escrow Agent, II-VI Lightning and the Shareholders 
shall use their best efforts jointly to designate a successor Escrow 
Agent.  In the event II-VI Lightning and the Shareholders do not agree 
upon a successor Escrow Agent within fifteen (15) business days after 
the receipt by II-VI Lightning and the Shareholders of such notice, the 
Escrow Agent so resigning may petition any court of competent 
jurisdiction for the appointment of a successors Escrow Agent or other 
appropriate relief and any such resulting appointment shall be binding 
upon all parties hereto.  By mutual agreement, II-VI Lightning and the 
Shareholders shall have the right at any time upon not less than seven 
(7) days written notice to terminate their appointment of the Escrow 
Agent, or successor Escrow Agent, as Escrow Agent.  The Escrow Agent, or 
successors Escrow Agent shall continue to act as Escrow Agent until a 
successor is appointed and qualified to act as Escrow Agent.
INCONSISTENT CLAIMS.  In the event that the Escrow Agent should at any 
time be confronted with inconsistent claims or demands by the parties 
hereto, the Escrow Agent shall have the right to commence an arbitration 
proceeding in the  Tampa, Florida office of the American Arbitration 
Association and request a determination of the respective rights of the 
parties under this Agreement.
FEES OF THE ESCROW AGENT.  The Escrow Agent shall be entitled to 
compensation in accordance with the schedule set forth in Exhibit "B" 
hereto, and it shall have a first lien upon any funds held by it for 
payment of such compensation and reimbursement of any expenses.  As 
between the parties, the cost of such compensation and expenses shall be 
paid one-half (1/2) by the Shareholders and one-half (1/2) by II-VI 
Lightning.
MISCELLANEOUS.  The Escrow Agent may execute any of its powers or 
responsibilities hereunder and exercise any rights hereunder either 
directly or by or through its agents or attorneys.  The Escrow Agent 
shall not be liable for the performance of such agents or attorneys 
selected by it with due care.  Nothing in this Agreement shall be deemed 
to impose upon the Escrow Agent any duty to qualify to do business or to 
act as fiduciary or otherwise in any jurisdiction.  The Escrow Agent 
shall not be responsible for and shall not be under a duty to examine or 
pass upon he validity, binding effect, execution or sufficiency of this 
Agreement or of any agreement amendatory or supplemental hereto.
COUNTERPARTS.  This Agreement may be executed in one or more 
counterparts, each of which shall be deemed an original, but all of 
which together shall constitute one and the same instrument.
NOTICES.  Any notices to be given hereunder shall be sufficiently given 
if in writing and delivered personally, sent by U.S. mail, return 
receipt requested, or by an overnight courier service which obtains a 
signature upon delivery to the following addresses or to such other 
address as the parties may from time to time designate in writing 
delivered in accordance with this Section:
If to II-VI or II-VI Lightning at:
II-VI Incorporated 
375 Saxonburg Boulevard 
Saxonburg, Pennsylvania 16056
Attention: Francis J. Kramer, President
With a copy to:
Robert D. German, Esquire 
Sherrard, German and Kelly, P.C. 
One Oliver Plaza, 35th Floor 
Pittsburgh, Pennsylvania 15222
If to Lightning or the Shareholders:
Mr. Paul J. Johnson, Jr.
Mr. John Christopher Oles
Mr. Wayne R. Ignatuk
Mr. Frederick A. Baumle
c\o Lightning Optical Corporation
431 E. Spruce Street
Tarpon Springs, Florida  34689
With a copy to:
Michael T. Cronin, Esquire
Johnson, Blakely, Pope,
  Bokor, Ruppel & Burns, P.A.
911 Chestnut Street
P. O. Box 1368
Clearwater, Florida  34617-1368
If to the Escrow Agent:
PNC Bank, National Association
Corporate Trust Department
One Oliver Plaza
27th Floor
Pittsburgh, PA 15265
Attention:  Mark Baker
Any notice to be given hereunder shall be deemed received (a) on the 
date delivered, if delivered personally, (b) on the date received (as 
evidenced by the signature obtained upon delivery) if sent by U.S. Mail 
Return Receipt Requested or overnight courier service.  This provision 
shall not affect the effectiveness of actual notice given by an other 
means.
BINDING EFFECT.  This Agreement shall be binding upon and inure to the 
benefit of the parties hereto and their respective heirs, successors and 
assigns.
APPLICABLE LAW.  This Agreement shall be construed in accordance with 
and governed by the laws of the Commonwealth of Pennsylvania.
USE OF CAPITALIZED TERMS.  The undefined capitalized terms used in this 
Escrow Agreement shall have the same meanings given to them in the 
Merger Agreement.

IN WITNESS WHEREOF, the parties have executed and delivered this 
Agreement as of the date first written above.
ATTEST:                 II-VI LIGHTNING OPTICAL INCORPORATED
 
/s/James Martinelli            By:  /s/ Francis J. Kramer
- ---------------------------       ---------------------------
JAMES MARTINELLI, SECRETARY             FRANCIS J. KRAMER,
                                        VICE PRESIDENT
(Corporate Seal)
WITNESS:                            SHAREHOLDERS

                                    /s/ Paul J. Johnson, Jr.
- ---------------------------         ---------------------------
                                    PAUL J. JOHHSON, JR.

                                    /s/ J. Christopher Oles
- ---------------------------         ---------------------------
                                    J. CHRISTOPHER OLES

                                    /s/ Wayne R. Ignatuk
- ---------------------------         ---------------------------
                                    WAYNE R. IGNATUK

                                    /s/ Frederick A. Baumle
- ---------------------------         ---------------------------
                                    FREDERICK A. BAUMLE

                            PNC BANK, N.A.
                            By:  /s/ Mark Baker
                               -----------------
                               MARK BAKER
                               Title:



INVESTMENT AUTHORIZATION AND DIRECTION/
DISCLOSURE STATEMENT OF CHARGES

To:    PNC Bank, National Association
Investment Management and Trust Division
Corporate and Municipal Bond Trust Department
Pittsburgh, Pennsylvania  15265


Gentlemen:
PNC Bank, National Association, acting in its capacity (or capacities) 
as indicated on the attached Schedule A, with respect to the account(s) 
denoted thereon, is hereby expressly authorized and directed to invest, 
from time to time, the cash in said account(s) in:  (i)  the shares of 
the registered money market mutual fund or in the repurchase agreement, 
if any, marked on the attached Schedule A, as the same may be amended 
from time to time; or (ii) if, and only if, Schedule A is not so marked, 
the shares of one or more registered money market mutual funds selected 
by it in its sole discretion from those listed on the attached Schedule 
A, provided that such type of investment is authorized under the 
account's governing instrument. The undersigned acknowledges that PNC 
Bank, National Association or its affiliate(s) may provide investment 
advisory, custodial, transfer agency, service organization or other 
services to a money market mutual fund listed on the attached Schedule A 
and may be separately and additionally compensated for such services.  
This authorization and direction shall extend to the automatic 
investment and reinvestment of any interest or income earned by such 
investments in the authorized investment, and to the retention of such 
investment for so long as may be necessary.
Further, in addition to any other charges or compensation to which it 
may be entitled with respect to the above-referenced account(s), it is 
hereby expressly acknowledged and agreed that PNC Bank, National 
Association  shall be entitled to make such charges or to receive such 
compensation as set forth on the attached Schedule B, as the same may be 
amended from time to time.
The authorization and direction contained herein shall remain in effect 
until amended or revoked by written notice to PNC Bank, National 
Association, signed by a duly authorized representative of the 
undersigned entity.
                                           Very truly yours,

                          , 19
- -------------------        -------         ---------------------------

                                           By:
                                           Its:



                                   EXHIBIT "A"


                                        Date:
                                             -----------------------

                                   SCHEDULE A

                                Investment Direction

Accounts(s):      (A)                    (D)
                     -------------------    ------------------------
                  (B)                    (E)
                     -------------------    ------------------------
                  (C)                    (F)
                     -------------------    ------------------------

(List account(s) or indicate All) 
Capacity(s):
Money Market Mutual Funds Available                             Rating
     (96) Provident Institutional Funds - T-Fund Dollar         AAAm Aaa
     (75) Provident Institutional Funds - Federal Trust Fund     AAAm
     (09) PNC Fund - Government Money Market Service Class       AAAm
     (55) Provident Institutional Funds - Treasury Trust Dollar  AAAm-g
     Other
            -------------------------------------

Repurchase Agreement Available

     (89) Goldman Sachs Repurchase Agreement for 
          Wireable U.S. Treasury Obligations

Where multiple related accounts are involved, insert the appropriate 
letter by which the account is identified at the top of this schedule 
next to the authorized investment for that account.

                               FEES AND CHARGES

An initial one time charge of Five Hundred Dollars ($500.00) and annual 
One Thousand Dollar ($1,000) charge.

                                  EXHIBIT "B"

EX-99.01

99.01


February 23, 1996
Jim Martinelli
Treasurer and
Chief Financial Officer
(412) 352-4455


II-VI INCORPORATED ACQUIRES 
LIGHTNING OPTICAL CORPORATION


PITTSBURGH, PA, February 23, 1996-II-VI Incorporated (NASDAQ/NMS: IIVI)
 today announced that it completed its previously announced acquisition 
of Lightning Optical Corporation.  The acquisition was for 100% of the 
outstanding capital stock of Lightning Optical Corporation.  The 
purchase price was approximately $4.3 million and was comprised of $2.5 
million in cash and 186,183 shares of II-VI Incorporated common stock.

Lightning Optical Corporation is located in Tarpon Springs, Florida.  
The company designs, manufactures and markets optics and materials for 
visible and near infrared applications.  These products are used in 
industrial, medical and scientific solid-state lasers and electro-optic 
equipment.  Annual sales of the company are in the $6.0 million range.  

In discussing the announcement, Carl J. Johnson, II-VI's chairman and 
chief executive officer commented, "The addition of Lightning Optical 
Corporation strengthens our position in the YAG laser market which we 
entered a year ago with the acquisition of Virgo Optics.  Additionally, 
Lightning Optical Corporation expands our product lines to other solid-
state laser markets."  Francis J. Kramer, president and chief operating 
officer of II-VI, stated, "The merger of Lightning Optical Corporation 
with our Virgo Optics subsidiary, which is also located in western 
Florida, is a powerful combination for accelerated growth.  Lightning 
Optical Corporation's strong presence in the domestic market coupled 
with II-VI's international sales, marketing, and distribution system 
opens the door to many new customers."

Headquartered in Saxonburg, Pennsylvania II-VI Incorporated designs, 
manufactures and markets optical and electro-optical components, devices 
and materials for precision use in infrared, near infrared, visible 
light and x-ray instruments and applications.  The Company's infrared 
products are used in high-power CO2 (carbon dioxide) lasers for 
industrial processing worldwide.  The Company's Virgo Optics Division 
manufactures near infrared and visible light products used in 
industrial, scientific and medical instruments and solid-state YAG 
(yttrium aluminum garnet) lasers.  II-VI is also developing and 
marketing solid-state x-ray and gamma-ray products for the nuclear 
radiation detection industry through its eV PRODUCTS division.

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