Highwave Optical Technologies announces the signing of a Memorandum

Lannion, France, December 21, 2004 - Highwave Optical Technologies (Nouveau Marché,
HGWO), a leading supplier of active optical fiber based components and subsystems for
telecommunications Dense Wavelength Division Multiplexing (DWDM) systems and the
fiber laser, fiber optic sensor and defense markets, today announced the signing of a
memorandum of agreement with the shareholders of Northlight Optronics for the acquisition
of 100% shares of that company.

This acquisition, to be completed on the basis of a EUR 16 million valuation of Northlight
Optronics, would be financed through the issuance, in favor of its shareholders, of 26.7
million new shares of Highwave at a price of 0.60
per share. The 0.60
per share valuation
for Highwave assumes that the proposed acquisition of DA-LightCom has been achieved and
also takes into account the average closing price of the Highwave shares for the last 45 days
until the signing of this Memorandum. On the basis of a closing date on February 28, 2005,
the shareholders will guarantee that Northlight Optronics will have a positive cash situation of
no less than USD 4.1 million at the closing date and that the company will have no financial
debt. The shareholders of Northlight Optronics would also receive 2.740.182 subscription
options (“bons de souscription d’action”) with a maturity date on January 29, 2007 and a
strike price of 0.90
per share. The full exercise of these options would provide Highwave
with an additional cash amount of EUR 2.466.164. A complete description of the transaction
will be presented to the shareholders of the company in a Document E which will be filed
with the Autorité des Marchés Financiers. The shareholders of Highwave will then be
convened at an extraordinary general meeting to approve the transaction.