ASSIGNMENT AND ASSUMPTION AGREEMENT Proxima Corporation, a Delaware corporation (the "Transferor"), for good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, assigns,...

                 ASSIGNMENT AND ASSUMPTION AGREEMENT

     Proxima Corporation, a Delaware corporation (the
"Transferor"), for good and valid consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, assigns, conveys, and transfers to II-VI
Incorporated, a Pennsylvania corporation (the "Transferee"),
Transferor's rights, title, interest and obligations in, to and
under that certain Registration Rights Agreement by and among Laser
Power Corporation, a Delaware corporation ("LPC"), Transferor and
Union Miniere Inc., a             corporation, dated June 13, 1997
                      ----------
(the "Registration Rights Agreement"), with respect to the 1,250,000
shares of common stock of LPC transferred from Transferor to
Transferee.

     Transferee agrees to be subject to all restrictions set forth
in the Registration Rights Agreement.

      IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Assumption Agreement to be executed and delivered as
of this 21st day of September, 1999.

                                        TRANSFEROR:

                                        PROXIMA CORPORATION


                                        By:   /s/ Xxxxxx X. Xxxxxxx
                                               Authorized Officer


                                        TRANSFEREE:

                                        II-VI INCORPORATED
                                        000 Xxxxxxxxx Xxxxxxxxx
                                        Xxxxxxxxx, XX  00000


                                        By:   /s/ Xxxxx Xxxxxxxxxx
                                               Authorized Officer