1


                                                                   EXHIBIT 10.12


       THE REGISTRANT HAS REQUESTED THAT CERTAIN PORTIONS OF THIS EXHIBIT
         BE GIVEN CONFIDENTIAL TREATMENT. AN UNREDACTED VERSION OF THIS
                   EXHIBIT HAS BEEN FILED WITH THE COMMISSION.










               DEVELOPMENT AGREEMENT, DATED JUNE 6, 1997, BETWEEN
                        CREE RESEARCH, INC. AND C3, INC.



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REDACTED--OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
COMMISSION AND IS DENOTED HEREIN BY *****


                              DEVELOPMENT AGREEMENT


         This DEVELOPMENT AGREEMENT (the "Agreement") is entered into effective
as of the 6th day of June, 1997 by and between Cree Research, Inc. ("Cree") and
C3, Inc. ("C3").


                                    Recitals

         WHEREAS, Cree and C3 are parties to an Exclusive Supply Agreement dated
September 15, 1995 as amended July 10, 1996 wherein Cree and C3 agree, inter
alia, for Cree to supply C3 certain silicon carbide ("SiC") material and C3
agrees to purchase certain SiC material as provided therein; and

         WHEREAS, Cree and C3 desire to enter into an agreement whereby Cree
shall perform certain research and development activities directed to improving
the colorless material available for purchase under the Exclusive Supply
Agreement; and

         WHEREAS, Cree and C3 shall simultaneously with the execution of this
Agreement enter into an Amended and Restated Exclusive Supply Agreement (as thus
amended and restated, the "Supply Agreement"); and

         WHEREAS, Cree and C3, in entering into this Agreement and the amendment
and restatement of the Supply Agreement, desire to improve and expand upon their
relationship and intend to work together cooperatively with the objective of
developing, as promptly as practicable, both the market for and commercially
viable means of manufacturing colorless silicon carbide material suitable for
gemstones; and

         NOW, THEREFORE, the parties hereto, in consideration of the foregoing
premises and the covenants and undertakings herein contained, mutually agree as
follows:

         1. Duties of Cree

                  1.1 Cree agrees to use its best commercially reasonable
efforts to develop a repeatable process, as defined in Section 1.2 (the
"Repeatable Process"), for producing SiC boules which meet the specifications
provided in Section 1.3 (the "Specifications") according to the proposal
attached hereto as Exhibit A.

                  1.2 The process for producing SiC boules shall be considered a
"Repeatable Process" when ***** crystal grower can produce, in a period of 30
days, at least ***** SiC boules that meet the Specifications.


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REDACTED--OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
COMMISSION AND IS DENOTED HEREIN BY *****


                  1.3 As used in this Agreement, the term "Specifications" shall
mean the applicable specifications set out in the Specifications and Timetable
Chart below for SiC boules. The specifications require only that each boule
contain a certain volume of SiC material of which a specified percentage (the
"Percentage") is in the comparable diamond color grade range of GHIJ, with no
less than ***** in the GH range, or better, according to the standards generally
accepted by the diamond industry for color using pregraded master color stones.
While the specifications do not require the absence of inclusions, blemishes or
other defects affecting clarity, Cree shall use its best commercially reasonable
efforts to minimize such defects since such defects can have an impact on the
final color grade. The Percentage shall be measured by observation on the a-axis
through "windows" ground onto two sides of the boule. The parties acknowledge
that initially C3 shall promptly provide feedback to Cree concerning the
Percentage, but the parties shall cooperate to develop a mutually acceptable
testing procedure for Cree to determine the Percentage prior to delivery of the
SiC boules to C3. The volume specifications are expressed in terms of the
diameter and height of each boule, but any equivalent volume is acceptable.
The specifications change over time, as the Date column indicates.

                       Specifications and Timetable Chart

            Date            Diameter          Height            %G-J Grade
            ----            --------          ------            ----------
         1/1/1998            *****            *****                  *****
         7/1/1998            *****            *****                  *****
         7/1/1999            *****            *****                  *****
         7/1/2000            *****            *****                  *****
         7/1/2001            *****            *****                  *****

For each of the specifications above, Cree will provide prompt notice to C3 when
Cree has developed a Repeatable Process for producing boules meeting such
specifications.

                  1.4 Cree will use its best commercially reasonable efforts to
develop by October 31, 1997 a process that yields, an aggregate of at least
***** SiC boules per month each of which has a ***** height of material in the
comparable diamond color grade range of GHIJ, with no less than ***** in the GH
range, or better, according to the standards generally accepted by the diamond
industry for color using pregraded master color stones (it being understood that
while such specifications do not require the absence of inclusions, blemishes or
other defects affecting clarity, Cree shall use its best commercially reasonable
efforts to minimize such defects since such defects can have an impact on the
final color grade).

                  1.5 Cree agrees to report to C3 the progress of the
development services provided pursuant to this Agreement at monthly progress
meetings. Any "Confidential Information" provided by Cree to C3 at such meetings
or otherwise under this Agreement shall be subject to the terms of Section 5 of
the Supply Agreement.



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                  1.6 In April of each year, Cree and C3 shall consult on
appropriate development goals for the following year. Before May 1 of each year,
Cree shall submit to C3 a development plan for the next twelve months beginning
July 1 which shall include a budget and a description of the scope of
development activities in a format and with a level of detail similar to the
proposal attached hereto as Exhibit A with the addition of specific tasks and
goals listed on a quarterly basis. Plans submitted under this paragraph shall
set forth Cree's then current expectations for carrying on development
activities under this Agreement for the period covered by the plan, in the
manner determined by Cree to maximize the development progress toward the year's
goals. Cree may substitute resources and personnel from those set out in the
development plans provided that Cree reasonably determines such substitutions
are in the best interest of maintaining or enhancing progress toward the then
current development goals. If Cree succeeds in reaching goals more quickly than
anticipated, Cree will consult with C3 to determine other development goals
important to high yields of gemstone quality SiC material.

                  1.7 All SiC boules produced pursuant to this Agreement,
including SiC boules that do not meet the Specifications, shall be the property
of C3; provided that the seeds from all SiC boules produced shall remain the
property of Cree and shall be removed and retained by Cree. Cree shall identify
each boule delivered to C3 both by the crystal growth system in which it was
grown and with the date it was produced. Crystal growth systems used in the
development activities shall not be considered as "in use for production" for
purposes of the Supply Agreement. All SiC boules delivered hereunder will be
supplied "AS IS." EXCEPT AS PROVIDED ABOVE IN THIS PARAGRAPH WITH RESPECT TO
IDENTIFICATION OF BOULES, CREE MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO ANY
MATERIAL SUPPLIED HEREUNDER AND DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
NONINFRINGEMENT OF PATENT OR SIMILAR RIGHTS.

                  1.8 Cree will use all commercially reasonable efforts to
reduce costs of the development services performed under this Agreement.

                  1.9 Cree is not obligated to contribute resources to the
development services performed under this Agreement beyond those funded by C3,
as provided in Section 2.1.

                  1.10 Cree provides no assurances that the development services
performed under this Agreement will be successful.

                  2. Duties of C3

                  2.1 Subject to Sections 2.2 and 2.3, C3 shall pay to Cree each
month a development fee equal to the sum of:

                           (i) The costs of materials and equipment used in the
         development activities undertaken pursuant to this Agreement (including
         the costs of operating such equipment; with such costs calculated in
         the same manner as "loaded manufacturing costs," but, without reduction
         for boules that do not meet the "minimum specifications," as provided
         in the Supply Agreement);




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REDACTED--OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
COMMISSION AND IS DENOTED HEREIN BY *****


                           (ii) An amount equal to a ***** gross margin of the
         costs described in Section 2.1(i); and

                           (iii) All research and development labor costs and
         outside services costs directly incurred by Cree in providing
         development services pursuant to this Agreement; provided, that these
         costs shall be charged to C3 on the same basis as Cree charges similar
         costs in providing research services pursuant to contracts between Cree
         and the U.S. government, using allocations, conditions and calculations
         no less favorable to C3 than those available under any such contract of
         Cree (it being understood that reductions in costs from cost-sharing
         shall not be applicable and that such costs include certain overhead
         allocations).

                  2.2 Subject to Section 2.3 and notwithstanding Section 2.1, C3
shall pay to Cree each month this Agreement continues in effect a development
fee equal to the lesser of:

                           (i) The fee calculated pursuant to Section 2.1; or

                           (ii) The total development budget for the appropriate
         month set forth in the proposal attached hereto as Exhibit A.

                  2.3 If, prior to January 1, 1998, Cree has not developed a
Repeatable Process for producing SiC boules that meet the Specifications for
January 1, 1998, C3 shall have the option to reduce its funding obligations
herein (that is, the amount applicable under clause (ii) of Section 2.2) by 50%
by giving notice to Cree; provided, that such option, if not sooner exercised by
C3, shall expire at 11:59 p.m. eastern time on January 10, 1998. If C3 exercises
its option to reduce its funding obligations pursuant to this Section 2.3, such
reduction shall be effective January 1, 1998.

                  2.4 If, prior to January 1, 1998, Cree produces from *****
crystal growers, in a 30-day period, an aggregate of at least ***** SiC boules
that meet the Specifications for January 1, 1998, C3 shall pay Cree the sum of
two hundred thousand dollars ($200,000) in addition to all other amounts due
under this Agreement.

                  2.5 Cree shall invoice amounts due from C3 under this
Agreement, and such invoices shall be due and payable within thirty days.

                  2.6 C3 shall have the right, at its expense, to have an
independent public accounting firm reasonably acceptable to Cree audit Cree's
costs described in Sections 2.1(i) and 2.1(iii) (the "Audited Costs"). The audit
shall be conducted during normal business hours and upon reasonable prior
notice. The accounting firm conducting the audit shall be required to enter into
a mutually acceptable nondisclosure agreement with Cree under which such firm
will be obligated not to disclose any information obtained during the course of
the audit, except that it may disclose to C3 its analysis of the correctness of
the Audited Costs as calculated by Cree. The audit right under this paragraph
may be exercised not more than once during any fiscal year of Cree and only with
respect to costs applicable to the year preceding the request for an audit. Cree
shall provide reasonable assistance to the public


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REDACTED--OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
COMMISSION AND IS DENOTED HEREIN BY *****


accounting firm including, but not limited to, providing a schedule of the
Audited Costs (which shall provide reasonable detail as to the calculation of
the Audited Costs, including but not limited to hours charged by person at
billing rates applicable to each, total material costs, equipment charges and
overhead charges, however such schedule shall not divulge any proprietary or
confidential information of Cree), supporting analyses and any supporting source
documentation reasonably required by the public accounting firm. Such accounting
firm will audit and report to C3 on the schedule of Audited Costs, but will not
divulge to C3 any proprietary or confidential information (including but not
limited to supporting schedules and source documents) disclosed during the audit
process.

                  3. Term and Termination

                  3.1 Unless earlier terminated pursuant to Section 3.2 or
Section 5.6, or unless extended by the mutual consent of the parties hereto,
this Agreement shall terminate on June 30, 2002.

                  3.2 C3 shall have the option to terminate this Agreement prior
         to June 30, 2002 under the following conditions:

                           (i) If, prior to January 1, 1998, Cree does not
         produce from ***** crystal growers, in a 30-day period, an aggregate of
         at least ***** SiC boules having an average volume of ***** height and
         ***** diameter (or equivalent), with a minimum ***** height, comprised
         of material in the comparable diamond color grade range of GHIJ, with
         no less than ***** in the GH range, or better, according to the
         standards generally accepted by the diamond industry for color using
         pregraded master color stones (it being understood that while such
         specifications do not require the absence of inclusions, blemishes or
         other defects affecting clarity, Cree shall use its best commercially
         reasonable efforts to minimize such defects since such defects can have
         an impact on the final color grade), C3 shall have the option of
         terminating this Agreement by giving notice to Cree; provided, that
         such option to terminate, if not sooner exercised by C3, shall expire
         at 11:59 p.m. eastern time on January 10, 1998.

                           (ii) During each year beginning July 1, 1998 through
         the year beginning July 1, 2001 (the "Subject Years"), if Cree does not
         develop by July 1 of each Subject Year a Repeatable Process for
         producing SiC boules that meet the initial applicable Specifications
         for such Subject Year, C3 shall have the option of terminating the
         Agreement by giving notice to Cree; provided, that such termination
         option, if not sooner exercised by C3, shall expire at 11:59 p.m.
         eastern daylight savings time on the tenth day following the
         termination of the applicable deadline for establishing the Repeatable
         Process.

                           (iii) If the price charged to C3 for an SiC boule
         ordered under the Supply Agreement as a standard product meeting the
         Specifications noted below (as more specifically defined in Section
         1.3) exceeds the amount shown for such Specifications below, C3 may
         terminate this Agreement at any time by giving notice to Cree:


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REDACTED--OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
COMMISSION AND IS DENOTED HEREIN BY *****


                  Diameter            Height           %G-J Grade         Price
                  --------            ------           ----------         -----
                   *****              *****               *****           *****
                   *****              *****               *****           *****
                   *****              *****               *****           *****
                   *****              *****               *****           *****
                   *****              *****               *****           *****

If C3 exercises its option to terminate this Agreement pursuant to Section
3.2(i) or 3.2(ii), Cree shall not be entitled to payment for any work done or
any expenses incurred during the period from the time C3's option to terminate
became exercisable to the time such option is exercised.

         4. Intellectual property

                  4.1 All inventions developed by Cree personnel in performing
work under this Agreement shall be the sole property of Cree.

                  4.2 Except for inventions related to the bulk growth of
silicon carbide or gallium nitride, C3 shall have a perpetual, irrevocable,
royalty-free, exclusive (including exclusive of Cree) license to use,
manufacture, sell and otherwise practice (including the right to sublicense) all
inventions developed by Cree pursuant to this Agreement for all gemstone
applications and applications for gemological instrumentation; provided that
Cree shall have the right to use and practice the invention to manufacture or
process material for C3 for the licensed applications. References in this
Agreement to "gemstones" are understood to mean "gems" (and vice versa).

         5. General.

                  5.1 This Agreement shall not be amended, modified or altered
except pursuant to a document signed by both parties.

                  5.2 This Agreement is made in and shall be construed in
accordance with and governed by the laws of the State of North Carolina.

                  5.3 This Agreement shall inure to the benefit of and be
binding upon the parties and their respective successors and permitted assigns.

                  5.4 The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.

                  5.5 This Agreement may not be assigned by either party without
the other party's prior written consent, which consent shall not be unreasonably
withheld except that either party may, in its sole discretion, withhold consent
to assignment of this Agreement to anyone other than a permitted


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assignee of all rights under the Supply Agreement. Any attempted assignment in
violation of this Section 5.5 is void and shall constitute a breach of this
Agreement.

                  5.6 In the event of a material breach by either party of any
obligation under this Agreement to the other party, the other party may
terminate this Agreement upon written notice if the breach is not cured within
thirty (30) days after giving written notice to the party in breach, setting out
the nature of the breach in reasonable detail; provided, however, that no cure
period shall apply to a termination pursuant to the terms of the Agreement by C3
pursuant to Section 3.2 (it being understood that the grounds for termination
specified in Section 3.2 do not constitute a breach) or in the event of a
material breach by a party that has breached this Agreement and been given
notice of similar material breaches on two prior occasions. In addition, this
Agreement shall automatically terminate upon any termination of the Supply
Agreement under Section 3.3 thereof.

                  5.7 Neither party shall issue any press release nor otherwise
make any public announcement concerning this Agreement without the prior consent
of the other party, except as may be required by law. The parties further agree
that the terms of this Agreement shall be treated as Confidential Information of
each other subject to Section 5 of the Supply Agreement; provided, however, that
either party may, upon notice to the other, make such public disclosures
regarding this Agreement as in the opinion of counsel for such party are
required by applicable securities laws or regulations or other applicable law.
Neither party shall use the name of the other party in any advertising,
marketing or similar material without the other party's prior written consent.

                  5.8 The parties acknowledge and agree that in the event of a
breach of the Agreement, in addition to any other rights and remedies available
to it at law or otherwise, the parties shall be entitled to seek equitable
relief in the form of a temporary restraining order ("TRO") from any court of
competent jurisdiction; provided however, that in the event a TRO is obtained,
the parties shall request that any hearing on the merits of the dispute shall be
stayed pending arbitration of the dispute as provided in this Section 5.8. In
the event a party seeks a TRO or in the event of any other controversy or claim
(including, without limitation, any claim based on negligence,
misrepresentation, strict liability or other basis) arising out of or relating
to this Agreement or its performance or breach, a party shall give the other
party notice of the dispute, setting out the circumstance in reasonable detail,
and requesting a meeting of the representatives of the parties to attempt to
resolve the dispute or to reduce the scope of the issues subject to dispute. The
chief executive officers of the parties, and such other representatives as each
may desire to have attend, shall meet at a mutually agreeable time within five
business days from the date the meeting request was received and shall hold such
meeting at the offices of the party not requesting the same, or at some mutually
agreeable alternative location. In the event the parties do not resolve the
dispute at such meeting, or any mutually agreed upon adjournment thereof, the
dispute shall be settled exclusively by arbitration in the City of Raleigh,
North Carolina pursuant to the expedited procedures of the Commercial
Arbitration Rules of the American Arbitration Association (other than notice
requirements which shall be as provided in Section 5.9 below and the expedited
procedures for selection of arbitrators which shall be as provided in Sections
14 and 15 of such Rules). There shall be three arbitrators, one selected by each
of C3 and Cree and a third selected by the arbitrators selected by the parties.
The arbitrators shall in no event make any damage award that contravenes Section
5.10 of this Agreement, but shall order the losing party to pay all of the
charges of the American Arbitration Association for such arbitration and all of
the prevailing party's costs of the arbitration, including


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reasonable attorneys' fees. The decision in such arbitration shall be final and
binding and judgment on any award rendered therein may be entered in any court
having jurisdiction.

                  5.9 All notices under this Agreement shall be in writing and
addressed to the other party at the address shown below or to such other
addresses as the party may hereafter designate by notice under this Agreement.
All notices so addressed shall be deemed given five (5) days after mailing if
sent by certified mail, return receipt requested, postage prepaid, or when sent
via facsimile if receipt is acknowledged in writing or otherwise when actually
received.

                  5.10 In no event shall either party be liable to the other for
incidental, consequential or special loss or damages of any kind, however
caused, or any punitive damages.


         IN WITNESS WHEREOF, the parties have executed this Agreement by and
through their duly authorized representatives.


CREE RESEARCH, INC.                        C3, INC.


By: /s/ Charles M. Swoboda                 By: /s/ Jeff N. Hunter
    ----------------------------------         ----------------------------
    Charles M. Swoboda, Vice President         Jeff N. Hunter, President
    and Chief Operating Officer


Address for Notices:                       Address for Notices:

Cree Research, Inc.                        C3, Inc.
2810 Meridian Parkway, Suite 144           P.O. Box 13533
Durham, North Carolina 27713               Research Triangle Park, NC 27709-3533
Attention: President                       Attention: President
Fax No. (919) 361-5415                     Fax No.: (919) 468-0486



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COMMISSION AND IS DENOTED HEREIN BY *****


                                                                       EXHIBIT A


                            A Proposal Submitted to:

                                    C3, INC.
                                 P.O. Box 13533
                      Research Triangle Park, NC 27009-3533


                                    entitled:


     DEVELOPMENT OF COLORLESS SILICON CARBIDE BOULE MANUFACTURING TECHNOLOGY


                                       by:


                               CREE RESEARCH, INC.
                              2810 Meridian Parkway
                                Durham, NC 27713
                               Tel: (919) 361-5709



                           7 Month Proposed Cost: *****
                          12 Month Proposed Cost: *****






         COMPANY PROPRIETARY 

"The information contained in this document
is confidential and proprietary to Cree
Research, Inc. and shall not be duplicated,
used or disclosed -- in whole or in part
without the prior written consent of the
Company."



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COMMISSION AND IS DENOTED HEREIN BY *****


Use or disclosure of proposal data is subject to the restriction on the Cover
Page of this proposal.
- ----------------------------------

A. PERSONNEL

         ***** at Cree Research, has over 20 years of experience in materials
research and development of elemental and compound semiconductors, ranging from
silicon through gallium arsenide to silicon carbide. *****'s work in silicon
carbide has focused primarily on the development of ***** crystals and
substrates for microwave and power device applications, with special emphasis on
polytype uniformity, uniformity of electrical properties (conducting through
semi-insulating), and low crystalline defect density. In addition to SiC,*****'s
work covers materials problems related to the growth of ***** for
microelectronic device applications including microwave power MMICs, high
voltage power switching, infrared imaging, and VLSI. His experience in
semiconductor crystal growth covers growth of silicon carbide by ***** methods;
growth of silicon by ***** techniques; and growth of *****. ***** has authored
or co-authored over 60 papers and presentations. ***** will be the Principal
Investigator on this program and will devote 100% of his time to the effort.

         ***** at Cree Research, has over 17 years of experience in research
related to silicon carbide, and is also *****. He has been ***** on all of
Cree's funded research contracts (totaling >$25M). ***** has extensive
experience in SiC crystal growth, thin film deposition, doping, and material
characterization and developed the first commercially viable SiC boule growth
process. Since joining Cree, he has increased the diameter of SiC bulk crystals
from ***** to *****, increased crystal thickness by ***** and improved the
crystal quality by orders of magnitude. Much of the progress has been made
possible by the combination of a ***** project which was completed in ***** and
an ongoing ***** funded program on which he is PI. He was also co-PI on a *****
contract which demonstrated the first *****, increased the *****. He is Program
Manager on another ***** funded program which will soon lead to the release of
***** based on *****. In addition to the ***** funded programs at *****, *****
was co-PI on a ***** sponsored grant on ***** as well as other grants related to
SiC for structural applications. He was also co-PI and program manager on an
***** funded program on the growth and characterization of *****. ***** is
co-inventor on 7 issued U.S. patents, 2 pending U.S. patent applications, and 1
issued foreign patent and has 70 publications on SiC and other electronic
materials.

         ***** at Cree Research is responsible for the development of silicon
carbide bulk crystal growth processes. He has over 25 years of experience in
research related to growth technology and characterization of wide bandgap
semiconductor crystals and epitaxial layers including SiC, AIN, SiC-AIN, and
GaN. Before joining Cree Research in *****, he was a professor at *****. He
investigated thermodynamics and kinetics of crystal growth processes for SiC and
SiC-AIN crystals, both pure and doped. Based on this research, he developed a
new method for bulk SiC and SiC-AIN crystal growth with controlled polytype
structures in *****. This ***** method is the basis for all known SiC boule
growth programs. He also was a consultant of the R&D team at ***** for *****
technology (***** preparation and ***** growth by a ***** method). In *****, he
was Consultant-Professor of ***** and Guest-Professor of the *****. Since
joining Cree Research, he has increased the diameter of SiC bulk crystals and
has determined the primary reasons for formation of micropipe defects in SiC
boules. His has 21 patents and his results are published in more than 100
articles and 5 books/monographs.



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COMMISSION AND IS DENOTED HEREIN BY *****


Use or disclosure of proposal data is subject to the restriction on the Cover
Page of this proposal.
- ----------------------------------

         ***** at Cree, has over 9 years of experience in the SiC field. His
initial work began with UHV ion-assisted e-beam deposition processes and surface
analytical studies on the interfacial chemistry of various materials grown on
SiC. Traveling abroad as a visiting scientist in *****, he conducted materials
studies on SiC for power device work sponsored by *****. His research there
focused on ***** analysis of SiC bulk material and growth of CVD films. Upon
returning to the U.S. he worked as a SiC crystal growth research scientist at
*****. In ***** he joined Cree Research as a *****, where he has worked between
development and production to successfully guide the ***** Departments through
a ***** expansion and an order of magnitude improvement in production material
quality. ***** has authored or co-authored over 20 articles and presentations.





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REDACTED--OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE
COMMISSION AND IS DENOTED HEREIN BY *****


Use or disclosure of proposal data is subject to the restriction on the Cover
Page of this proposal.
- ----------------------------------

B. BUDGET

NOTE: CREE RESERVES THE RIGHT TO ADJUST THE SPENDING AS IT DEEMS APPROPRIATE IN
ORDER TO MEET TILE OBJECTIVES OF THE DEVELOPMENT PROGRAM AND WITHIN THE TOTAL
AMOUNT OF THE BUDGET.



                                                                                                                 MONTHLY
                                                                                                                 STARTING
               JUN-97        JUL-97        AUG-97        SEP-97        OCT-97        NOV-97        DEC-97        JAN-98

                                                                                         
EQUIPMENT
COSTS
*****          *****         *****         *****         *****         *****         *****         *****         *****
*****          *****         *****         *****         *****         *****         *****         *****         *****
*****          *****         *****         *****         *****         *****         *****         *****         *****

PEOPLE COSTS

C3             *****         *****         *****         *****         *****         *****         *****         *****
Focused
Team

Cree           *****         *****         *****         *****         *****         *****         *****         *****
Resources

OTHER PROCESSING
Analytical     *****         *****         *****         *****         *****         *****         *****         *****
Wafering       *****         *****         *****         *****         *****         *****         *****         *****
Polishing      *****         *****         *****         *****         *****         *****         *****         *****

Total          *****         *****         *****         *****         *****         *****         *****         *****




EQUIPMENT - The equipment is outlined above and the cost reflects a *****
margin. Please note that ***** will be used until September.

C3 FOCUSED TEAM - This team will be led by ***** and will include a dedicated
***** which will be hired for this program.

CREE RESOURCES - These resources will support the C3 development effort on a
part time basis. This team will work under the direction of ***** and include
*****. In addition, ***** will provide equipment design support.



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COMMISSION AND IS DENOTED HEREIN BY *****


Use or disclosure of proposal data is subject to the restriction on the Cover
Page of this proposal.
- ----------------------------------

C.       MILESTONES/GOALS

The goals and milestones for the proposed program are listed below in Table 1.

5 YEAR DEVELOPMENT PLAN (TABLE 1)




- --------------------------------------------------------------------------------------------------------------------------
DATE                    MILESTONE                                       DEMONSTRATION
- --------------------------------------------------------------------------------------------------------------------------
                                                                  
January 1, 1998         ***** Diameter Crystal, ***** Height,           ***** crystals (per the milestone specification) 
                        ***** Yield, GHIJ grade material                from ***** system in a single month
- --------------------------------------------------------------------------------------------------------------------------
July 1, 1998            ***** Diameter Crystal,*****  Height,           ***** crystals (per the milestone specification)
                        ***** Yield, GHIJ grade material                from ***** system in a single month
- --------------------------------------------------------------------------------------------------------------------------
July 1, 1999            ***** Diameter Crystal, ***** Height,           ***** crystals (per the milestone specification)
                        ***** Yield, GHIJ grade material                from ***** system in a single month
- --------------------------------------------------------------------------------------------------------------------------
July 1, 2000            ***** Diameter Crystal, ***** Height,           ***** crystals (per the milestone specification)
                        ***** Yield, GHIJ grade material                from ***** system in a single month
- --------------------------------------------------------------------------------------------------------------------------
July 1, 2001            ***** Diameter Crystal, ***** Height,           ***** crystals (per the milestone specification)
                        ***** Yield, GHIJ grade material                from ***** system in a single month
- --------------------------------------------------------------------------------------------------------------------------