EXHIBIT 10.25
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.

                   AMENDED AND RESTATED DEVELOPMENT AGREEMENT
                               DATED JULY 1, 1998
                    BETWEEN C3, INC. AND CREE RESEARCH, INC.

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                   AMENDED AND RESTATED DEVELOPMENT AGREEMENT

         This AMENDED AND RESTATED DEVELOPMENT AGREEMENT (the "Agreement") is
entered into effective as of the 1st day of July 1998 by and between Cree
Research, Inc. ("Cree") and C3, Inc. ("C3").

                                    Recitals

         WHEREAS, Cree and C3 are parties to an Amended and Restated Exclusive
Supply Agreement dated June 6, 1997 (the "Supply Agreement") 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 are parties to a Development Agreement dated June
6, 1997 (the "Development Agreement"), and a Supplemental Development Agreement
dated January 8, 1998 (the "Supplemental Development Agreement"), wherein Cree
and C3 agree that Cree will perform certain research and development activities
directed to improving the colorless material available for purchase under the
Supply Agreement; and

         WHEREAS, Cree and C3 desire to combine the Development Agreement and
the Supplemental Development Agreement in a single agreement and to amend and
restate the Development Agreement and the Supplemental Developmental Agreement,
as set out herein; and

         WHEREAS, the parties acknowledge that Cree has successfully developed a
Repeatable Process (as defined in Section 1.2 of this Agreement) for producing
2" diameter SiC crystals with a ***** mm height of which *****% is in the
comparable diamond color grade range of KLMN, or better, according to the
standards generally accepted by the diamond industry for color using pregraded
master color stones; and

         WHEREAS, Cree and C3, in entering into this 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 improved colorless silicon
carbide material suitable for gemstones, and with the specific development
objectives of further increasing the usable volume of material per crystal and
improving the repeatability of Cree's processes for producing such material;

         NOW, THEREFORE, the parties hereto, in consideration of the foregoing
premises and the covenants and undertakings herein contained, mutually agree as
follows:
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         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 growers together can produce, in a
period of ***** days, at least ***** percent (*****%) of the total produced that
meet the Specifications.

                  1.3 As used in this Agreement, the term "Specifications" shall
mean the applicable specifications referred to 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 KLMN, 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 product. 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

                  Minimum          Minimum  
Date              Diameter         Height                 %KLMN-Grade
- ---------         --------         -------                -----------
6/30/1999         *****"           *****mm                 *****%
6/30/2000            *                *                       *
6/30/2001            *                *                       *
6/30/2002            *                *                       *

*Each twelve-month period beginning July 1, 1998 through the period
beginning July 1, 2001 is referred to in this Agreement as a "Subject
Year". For each Subject Year beginning July 1, 1999 through July 1,
2001, the specifications applicable to June 30 of such year will

                                       -3-

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         be mutually agreed upon by the parties prior to July 1 of that Subject
         Year, subject to Section 3.2(ii) below.

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 In seeking to achieve the Specifications targeted for June
30, 1999, Cree will use its best commercially reasonable efforts to develop: (i)
by August 31, 1998, a process that yields at a minimum a volume of material,
corresponding to a *****" diameter boule with a ***** mm height, of which *****%
is in the comparable diamond color grade range of KLMN, or better, according to
the standards generally accepted by the diamond industry for color using
pregraded master color stones, and (ii) by February 28, 1999 a process that
yields at a minimum a volume of material, corresponding to a *****" diameter
boule with a ***** mm height, of which *****% is in the comparable diamond color
grade range of KLMN, or better, according to the standards generally accepted by
the diamond industry for color using pregraded master color stones.

                  1.5 C3 and Cree will cooperate in determining the goals and
the scope of the activities to be performed by Cree to the extent the same are
not specified in this Agreement. Cree will direct the development work and
determine the specific tasks to be undertaken towards the goals stated in
Section 1.1 or otherwise agreed upon by the parties. If C3 reasonably requests
major changes in such goals or that Cree undertake specific development
activities in order to meet development needs related to SiC crystal growth
required by C3's business, the parties will in good faith negotiate and seek to
agree in writing on appropriate modifications to the Specifications set forth in
Section 1.3, and the target date for achieving the affected Specifications will
in any event be extended not less than ***** months from the originally
scheduled date.

                  1.6 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.

                  1.7 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 the
activities to be undertaken. 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
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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.

                  1.8 All SiC boules produced pursuant to this Agreement,
including SiC boules that do not meet the Specifications but excluding *****,
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 produced by the crystal growth system in
which it was grown, the date it was produced and its disposition and provide
such information to C3. 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 WITIH 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.

                  1.9 Cree will use all commercially reasonable efforts to
maximize the value obtained from costs incurred in performing development
services under this Agreement. It is understood, however, that Cree is expected
to incur costs such that C3 will provide the maximum funding permitted under
this Agreement.

                  1.10 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.

                  1.11 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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                           (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 monthly development budget as set
         forth in the proposal attached hereto as Exhibit A.

                  2.3 If the fee calculated pursuant to Section 2.1 is less than
the total monthly development budget as set forth in the proposal in Exhibit A,
the difference will be carried forward and applied to the development budget for
subsequent months.

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

                  2.5 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 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
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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 Cree does not develop by June 30 of each
         Subject Year a Repeatable Process for producing SiC boules that meet
         the mutually agreed Specifications for such Subject Year, C3 shall have
         the option of terminating this 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.

                           (ii) If the parties are unable to mutually agree in
         writing on the Specifications for a Subject Year by July 1 of such year
         as provided in Section 1.3, C3 shall have the option of terminating
         this Agreement, effective December 31 of that Subject Year, 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 August 1st of such Subject Year. If C3 exercises this
         termination option, Cree will continue its development work under this
         Agreement through the effective date of the termination.

If C3 exercises its option to terminate this Agreement pursuant to Section
3.2(i), 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.

                                       -7-

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                  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 uneforceability 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 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 this 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.
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                  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 operating 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 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

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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.

                  5.11 This Agreement constitutes the complete and exclusive
statement of the understanding and agreement of the parties with respect to the
subject matter hereof and supersedes all prior written or oral agreements
between the parties concerning such subject matter, including without limitation
the Development Agreement dated June 7, 1997, the Supplemental Development
Agreement dated January 8, 1998 and the letter agreement between the parties
dated January 8, 1998, but excluding the letter agreements between the parties
dated July 14, 1997, January 31, 1996, February 12, 1996, May 1, 1998 and July
14, 1998, the Assignment Agreement dated June 28, 1995 (as amended September 15,
1995), and the Amended and Restated Exclusive Supply Agreement dated June 6,
1997.

                  5.12 This Agreement shall be deemed the "Development
Agreement" as such term is used in the Amended and Restated Exclusive Supply
Agreement between the parties dated June 6, 1997, except that any notice given
by Cree that it has developed a Repeatable Process for achieving the
Specifications as defined in this Agreement shall not constitute the notice
required by the last paragraph of Section 1.1 or by Section 2.4 of the Exclusive
Supply Agreement. The parties acknowledge and agree that the Repeatable Process
developed by Cree, as described in the recitals to this Agreement, does not
constitute a process contemplated by Section 1.1 or Section 2.4 of the Exclusive
Supply Agreement and that the provisions of Section 2.4(b) and (c) of such
agreement are not presently applicable.

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

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CREE RESEARCH, INC.                                  C3, INC.

By:      /s/ Charles M. Swoboda          By:      /s/ Robert S. Thomas
   ---------------------------------        --------------------------
         Charles M. Swoboda,                      Robert S. Thomas
         Vice President and                       President and Chief
         Chief Operating Officer                  Operating Officer

Address for Notices:                              Address for Notices:

Cree Research, Inc.                      C3, Inc.
4600 Silicon Drive                       P.O. Box 13533
Durham, NC  27703                        Research Triangle Park, NC  27709-3533
Attention:  Chief Operating Officer      Attention:  President
Fax No. (919) 361-4630                   Fax No. (919) 468-0486

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                                    EXHIBIT A

                            A Proposal Submitted to:

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

                                    entitled:

         Development of Large Volume Colorless Silicon Carbide Crystals
             and Repeatable Process for Manufacturing such Crystals

                                       by:

                               Cree Research, Inc.
                              2810 Meridian Parkway
                                Durham, NC 27713
                               Tel: (919) 361-5709

                            12 Month Cost: $2,880,000


         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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A.       Personnel

         Dr. *****, ***** 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. Dr. *****'s
work in silicon carbide has focused primarily on the development of large
diameter *****- and *****- SiC 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, Dr. *****'s work covers materials problems
related to the growth of silicon, III-V materials (GaAs, InP) for microlectronic
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 modified sublimation/physical vapor
transport method; growth of silicon by Czochralski and floating zone techniques;
and growth of GaAs and InP by high pressure liquid encapsulated Czochralski. D.
***** has authored or co-authored over 60 papers and presentations. Dr. *****
will be the Principal Investigator on this program and will devote *****% of his
time to the effort.

         Dr. *****, ***** at Cree Research, has over 17 years of experience in
research related to silicon carbide, and is also *****. He has been co-Principal
Investigator or Program Manager on all of Cree's funded research contracts
(totaling >$25M). Dr. ***** 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 ***** mm to ***** mm, 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
$2M NIST Advanced Technology Program project which was completed in 1994 and an
ongoing $6.8 M DARPA funded program on which he is PI. He was also co-PI on a
$2.4 M ARPA contract which demonstrated the first SiC/AIGaN single crystal
alloy, increased the brightness of SiC blue LEDs from 17uW to 35uW. He is
Program Manager on another ARPA funded program which will soon lead to the
release of a much brighter blue LED based on GaN grown on SiC substrates. In
addition to the ONR funded programs at NCSU, Dr. ***** was co-PI on a National
Science Foundation sponsored grant on diffusion on SiC as well as other grants
related to SiC for structural applications. He was also co-PI and program
manager on an SDIO funded program on the growth and characterization of GaN and
AIN on SiC substrates. Dr. ***** is co- inventor of 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.

         Dr. *****, ***** 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

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including SiC, AIN, SiC-AIN, and GaN. Before joining Cree Research in April
1993, 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 1976. This seeded
sublimation method is the basis for all known SiC boule growth programs. He also
was a consultant of the R&D team at ***** for GaN technology (GaN powder
preparation and epitaxial growth by a sublimation method). In 1991-1993, he was
Consultant-Professor of Siemens AG and *****, *****. 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. He has 21
patents and his results are published in more than 100 articles and 5
books/monographs.

         Dr. *****, ***** 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 Sweden, he conducted
materials studies on SiC for power device work sponsored by ABB. His research
there focused on high resolution X-ray 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 Westinghouse Electric Corporation's Science and Technology
Center. In October of 1995 he joined Cree Research as a crystal growth scientist
and manager of their crystal growth department, where he has worked between
development and production to successfully guide the Crystal Growth and Wafering
Departments through a 300% expansion and an order of magnitude improvement in
production material quality. Dr. ***** has authored or co-authored over 20
articles and presentations.

         Dr. *****, ***** at Cree Research, has spent the past 6 years
investigating optical and electrical processes in silicon carbide and other
related wide bandgap materials using techniques such as: Fourier transform
infrared spectroscopy, optical absorption, deep level transient spectroscopy,
Hall effect, and thermally stimulated current. His initial work at Carnegie
Mellon University, performed under an Air Force Fellowship, focused on the
impact that impurities have on the optical and electronic properties of SiC.
Immediately before his arrival at Cree Research, he spent 18 months working
under a National Research Council post-doctoral fellowship at the Air Force
Wright Labs, where, in addition to his interests in SiC, he examined the surface
kinetics of III- N growth. Dr. ***** has authored or co-authored 16 papers and
presentations. Dr. ***** will devote *****% of his time to this effort.

B. Budget
NOTE: CREE RESERVES THE RIGHT TO ADJUST THE SPENDING AS IT DEEMS APPROPRIATE IN
ORDER TO MEET THE OBJECTIVES OF THE DEVELOPMENT PROGRAM AND WITHIN THE TOTAL
AMOUNT OF THE BUDGET.
                                      -14-

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

                                    Monthly
Equipment Costs
  Crystal Growers (*****)           $*****
  Powder System (*****)             $*****

People Costs
  C3 Focused Team          $*****
  Cree Resources            *****

Other Processing
  Analytical               $*****
  Wafering                 $*****
  Polishing                $*****

Total                      $240,000

Equipment - The equipment is outlined above and the cost reflects a *****%
margin.

C3 Focused Team - This team will be led by Dr. *****, who reports to Dr. *****,
who will supervise these efforts. The team will include a *****, *****, *****,
and *****.

Cree Resources - These resources will support the C3 development effort on a
part time basis. This team will work under the direction of Dr. ***** and
include Dr. *****, Dr. *****, Dr.***** and other Cree resources as required.

                                      -15-