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                                                                    EXHIBIT 10.5







                               DATED JUNE 9, 1998
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         (1)      KONINKLIJKE PHILIPS ELECTRONICS N.V.

         (2)      UNIPHASE OPTO HOLDINGS, INC.



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                    ASSET SALE AGREEMENT (U.S. INTANGIBLES)
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                              ASSET SALE AGREEMENT

                               (U.S. INTANGIBLES)


     THIS ASSET SALE AGREEMENT (this "Agreement") dated as of June 9, 1998 is
entered into by and between KONINKLIJKE PHILIPS ELECTRONICS N.V., a company duly
established under the laws of The Netherlands ("Philips"), and Uniphase OPTO
Holdings, Inc., a Delaware corporation ("Buyer").


                                    RECITALS

     A.   This Agreement is made pursuant to and in connection with a Master
Purchase Agreement made on May 29, 1998 (the "Master Purchase Agreement"),
between Philips and Buyer and the other Uniphase Parties (as defined in the
Master Purchase Agreement).

     B.   Pursuant to the Master Purchase Agreement, among other things, (a)
Philips agreed to sell, transfer and assign to Buyer, and Buyer agreed to
purchase, the U.S. Intangible Assets (as defined in the Master Purchase
Agreement), and (b) Philips and Buyer agreed to enter into and perform their
respective obligations under this Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:


SECTION 1.     DEFINITIONS

     1.1  All capitalized terms used herein, but not defined, shall have the
meanings set forth in the Master Purchase Agreement.


SECTION 2.     PURCHASE AND SALE OF ASSETS

     2.1  PURCHASE AND SALE OF ASSETS.

     Subject to and in accordance with the terms of this Agreement and the
Master Purchase Agreement, effective the date hereof, in consideration of the
portion of the Consideration set forth in the Master Purchase Agreement, Philips
hereby sells, assigns and transfers, and Buyer hereby purchases and assumes,
free from all Encumbrances, the U.S. Intangible Assets.


SECTION 3.     GENERAL MATTERS

     3.1  BILL OF SALE.

     This Agreement shall constitute a bill of sale with respect to the transfer
by Philips to Buyer of the U.S. Intangible Assets.




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     3.2  ENTIRE AGREEMENT.

     This Agreement, together with the other Sales Agreements, constitutes the
entire agreement between the parties hereto and supersedes any prior
understandings, agreements, or representations by or between the parties hereto,
written or oral, that relate to the subject matter.

     3.3  NOTICES.

     All notices and other communications under this Agreement shall be in
writing and shall be delivered in the manner and to the addresses set forth in
the Master Purchase Agreement.

     3.4  AMENDMENTS AND WAIVERS.

     No amendment of any provision of this Agreement shall be valid unless the
same is in writing and signed by each of the parties hereto. No waiver by any
party hereto of any default, misrepresentation, or breach of warranty or
covenant under this Agreement, whether intentional or not, shall be deemed to
extend to any prior or subsequent default, misrepresentation, or breach of
warranty or covenant under this Agreement or affect in any way any rights
arising by virtue of any prior or subsequent such occurrence.

     3.5  SEVERABILITY.

     Any term or provision of this Agreement that is invalid or unenforceable in
any situation in any jurisdiction shall not affect the validity or
enforceability of the remaining terms and provisions of this Agreement or the
validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.

     3.6  PRIORITY.

     This Agreement is being entered into pursuant to and in connection with the
Master Purchase Agreement. In the event of any conflict between any of the
provisions of this Agreement and any provisions of the Master Purchase
Agreement, the provisions of the Master Purchaser Agreement shall prevail.

     3.7  APPLICABLE LAW.

     This Agreement is governed by the laws of The Netherlands.



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Thus signed and agreed upon on June 9, 1998.

PHILIPS:                                KONINKLIJKE PHILIPS
                                        ELECTRONICS N.V.


                                        By: /s/ WILLEM HAVERKAMP
                                           -------------------------------------
                                        Name: Willem Haverkamp
                                             -----------------------------------
                                        Its:
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BUYER:                                  UNIPHASE OPTO HOLDINGS, INC.



                                        By: /s/  DAN E. PETTIT
                                           -------------------------------------
                                            Dan E. Pettit, President


















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