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                                                                    EXHIBIT 10.2
                               CORVIS CORPORATION
                      SECOND AMENDED 1997 STOCK OPTION PLAN

                                    ARTICLE I

                                     General

       1.1.   Purpose. This Amended 1997 Stock Option Plan ("Plan") of CORVIS
Corporation ("Corporation") is intended to advance the interests of the
Corporation by providing certain of its directors, employees and consultants
with an additional incentive, encouraging stock ownership by such individuals,
increasing their proprietary interest in the success of the Corporation and
encouraging them to remain employees of the Corporation.

       1.2.   Definitions. Whenever used herein, the following terms shall have
the meanings set forth below:

              (a)    "Administrator" shall have the meaning assigned to it in
       Section 2.1.

              (b)    "Board" means the Board of Directors of the Corporation.

              (c)    "Cause" means, except as otherwise provided in any
       employment agreement or other arrangement pursuant to which a Participant
       provides services to the Corporation:

                     (i)    habitual intoxication;

                     (ii)   illegal drug use or illegal drug addiction;

                     (iii)  conviction of a felony (or plea of guilty or nolo
                            contendere);

                     (iv)   material failure or inability to perform duties or
                            obligations as an employee or consultant, other than
                            from illness or injury; and

                     (v)    willful misconduct or negligence in the performance
                            of duties or obligations as an employee or
                            consultant.

              (d)    "Code" means the Internal Revenue Code of 1986, as it may
       be amended from time to time.

              (e)    "Committee" means the Compensation Committee that may be
       appointed by the Board to administer this Plan pursuant to Section 2
       hereof.

              (f)    "Corporation Group" means the Corporation, a parent
       corporation or subsidiary corporation of the Corporation, or a
       corporation, or a parent corporation or subsidiary corporation of such
       corporation, issuing or assuming an Option in a transaction of the type
       described in Section 424(a) of the Code. The terms "parent corporation"
       and
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       "subsidiary corporation" shall have the meanings assigned to such terms
       by Section 424 of the Code.

              (g)    "Disability" means a permanent and total disability as
       defined in Section 422(c)(6) of the Code.

              (h)    "Committee" means the Compensation Committee that may be
       appointed by the Board to administer this Plan pursuant to Section 2
       hereof.

              (i)    "Corporation Group" means the Corporation, a parent
       corporation or subsidiary corporation of the Corporation, or a
       corporation, or a parent corporation or subsidiary corporation of such
       corporation, issuing or assuming an Option in a transaction of the type
       described in Section 424(a) of the Code. The terms "parent corporation"
       and "subsidiary corporation" shall have the meanings assigned to such
       terms by Section 424 of the Code.

              (j)    "Corporate Transaction" means:

                     (i)   any sale, lease, exchange, or other transfer (in one
              transaction or a series of transactions) of all or substantially
              all of the assets of the Corporation;

                     (ii)  individuals who, as of the date hereof, constitute
              the entire Board of Directors of the Corporation ("Incumbent
              Directors") cease for any reason to constitute at least a majority
              of the Board of Directors of the Corporation, provided that any
              individual becoming a director subsequent to the date hereof whose
              election was approved by a vote of a majority of the then
              Incumbent Directors shall be, for the purpose of this provision,
              considered as though such individual were an Incumbent Director;

                     (iii) any consolidation or merger of the Corporation with
              any other entity where the stockholders of the Corporation
              immediately prior to the consolidation or merger (other than any
              shareholder directly or indirectly acquiring control in said
              consolidation or merger), would not, immediately after the
              consolidation or merger, beneficially own, directly or indirectly,
              fifty percent (50%) of the combined voting power of all of the
              outstanding securities of the entity issuing cash or securities in
              the consolidation or merger (or its parent corporation, if any);

                     (iv)  a person or entity becomes the beneficial owner,
              directly or indirectly, of securities of the Corporation
              representing seventy-five percent (75%) or more of the total
              number of votes that may be cast for the election of the directors
              of the Corporation; or

                     (vi)  the Board of Directors of the Corporation, by vote of
              a majority of all of the Directors, adopts a resolution to the
              effect that a "Corporate Transaction" has occurred for purposes of
              the Plan.
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              (k)    "Disability" means a permanent and total disability as
       defined in Section 422(c)(6) of the Code.

              (l)    "Fair Market Value" means, if Shares are traded on a
       national exchange, the mean between the high and low sales prices for the
       Shares on the date on which the determination is made (or if no sales
       occurred on that date, on the next preceding date on which there was such
       a sale), or, if sales prices of Shares are made available for publication
       by the National Association of Securities Dealers Automated Quotation
       System ("Nasdaq"), the closing price on the date on which such
       determination is made (or if no sales occurred on that date, on the next
       preceding date on which there was such a sale), or, if bid and asked
       prices of the Shares are made available for publication by Nasdaq, the
       average of closing bid and asked prices for the Shares on the date as of
       which the determination is made (or if no such quotation occurred on that
       date, on the next preceding date on which there was such a quotation), or
       if no such prices are available, the Fair Market Value as determined by
       the Administrator.

              (m)    "Good Reason" means that:

                     (i)    the Participant's compensation has been materially
                            reduced;

                     (ii)   the Participant's position, duties, or
                            responsibilities have been materially reduced;

                     (iii)  the Participant has been required to move his or her
                            principal residence because his primary place of
                            employment is moved to a location greater than fifty
                            (50) miles away from its then current location; or

                     (iv)   the Corporation has not paid to the Participant when
                            due any salary, bonus, or other material benefit due
                            to him or her.

              (n)    "Incentive Stock Option" means an Option granted pursuant
       to the Incentive Stock Option provisions as set forth in Article IV of
       this Plan.

              (o)    "Nonqualified Stock Option" means an Option granted
       pursuant to the Nonqualified Stock Option provisions as set forth in
       Article V of this Plan.

              (p)    "Option" means an option to purchase shares under this
       Plan.

              (q)    "Participant" means an individual to whom an Option is
       granted under this Plan.

              (r)    "Shares" means shares of the Corporation's common stock,
       par value $.01 per share.
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                                  ARTICLE II

                                Administration

     2.1. Plan Administration.

          (a) This Plan shall be administered by the "Administrator," which
     shall be the Board unless the Board subsequently authorizes the Plan to be
     administered by the Compensation Committee of the Board, in which case the
     Board shall appoint the members of the Committee and references to the term
     "Administrator" in this Plan shall be deemed to refer to the Committee.

          (b) The Administrator shall have full and exclusive authority, subject
     to the express provisions of the Plan, to interpret the Plan as it relates
     to Options granted or to be granted to Participants under the Plan, to
     provide, modify and rescind rules and regulations relating thereto, to
     determine the terms and provisions of each Option granted to Participants,
     and to make all other determinations and perform such actions as the
     Administrator deems necessary or advisable to administer the Plan as it
     relates to Options granted or to be granted to Participants under the Plan.

          (c) In addition, the Administrator shall have the power, subject to
     the terms of this Plan: (i) to determine which of the eligible individuals
     shall be granted Options; (ii) to determine the time or times when Options
     shall be granted and to determine the number of Shares subject to each
     Option that may be exercised; (iii) to accelerate or extend the date on
     which a previously granted Option may be exercised; (iv) to prescribe the
     form of agreement evidencing Options granted pursuant to this Plan; and (v)
     to construe and interpret this Plan and the agreements evidencing Options
     granted pursuant to this Plan, and to make all other determinations and
     take all other actions necessary or advisable for the administration of
     this Plan. In making such determinations, the Administrator may take into
     account the nature of the services rendered by the Participants, their
     present and potential contributions to the success of the Corporation's
     business and such other facts as the Administrator in its discretion shall
     deem appropriate to carry out the purposes of the Plan.

          (d) The Administrator shall not be liable for any action taken or
     determination made in good faith with respect to the Plan or any Option
     granted hereunder.

     2.2. Compensation Committee.

          (a) The Committee shall consist of at least two members of the Board,
     provided that during any period during which the Board consists of only one
     member, the Committee shall consist of such member. The Board, at its
     pleasure, may remove members from or add members to the Committee. A
     majority of Committee members shall constitute a quorum of members, and the
     actions of the majority shall be final and binding on the whole Committee.

          (b) The Committee shall designate one of its members as Chairman and
     shall hold meetings at such times and places as it may determine. Each
     member of the
<PAGE>

     Committee shall be notified in writing of the time and place of any meeting
     of the Committee at least two days prior to such meeting, provided that
     such notice may be waived by a Committee member. Presence of all the
     members shall constitute a quorum. Any action taken by quorum of the
     members of the Committee (as well as any action unanimously approved in
     writing) shall constitute action by the Committee. The Committee may act by
     unanimous written consent of its members.

          (c) The Committee may appoint a Secretary (who need not be a member of
     the Committee) who shall keep minutes of its meetings. The Committee may
     make such rules and regulations for the conduct of its business as it may
     determine.


                                  ARTICLE III

         Eligibility, Shares Subject to Plan, Stockholders, Agreement

     3.1.  Eligibility.  The individuals who shall be eligible to receive
Incentive Stock Options shall be the key employees employed by a member of the
Corporation Group. The individuals who shall be eligible to receive Nonqualified
Stock Options shall be the directors and key employees of, or consultants to, a
member of the Corporate Group.  Key employees chosen to participate under this
Plan may be granted one or more Incentive Stock Options or Nonqualified Stock
Options.

     3.2.  Shares Subject to This Plan. The Shares subject to Options shall be
either authorized and unissued Shares or treasury Shares. The aggregate number
of Shares that may be issued pursuant to this Plan shall be Fifteen Million and
Nine Hundred Thousand (15,900,000).  If an Option shall expire and terminate for
any reason, in whole or in part, without being exercised, the number of Shares
as to which such expired or terminated Option shall not have been exercised may
again become available for the grant of Options. Any Share subject to a grant of
an Option hereunder that is surrendered by a Participant may again be subject to
a new grant of an Option under this Plan.

     3.3.  Stockholders' Agreement.  All Shares issued on exercise of Options
shall be subject to the provisions and restrictions of the Stockholders'
Agreement among the Corporation and certain of its stockholders, a copy of which
is attached hereto as Exhibit D. Said Stockholders' Agreement shall be executed
by each recipient of Shares hereunder.


                                   ARTICLE IV

                       Incentive Stock Option Provisions

     4.1.  Grant of Incentive Stock Options.  Subject to the provisions of this
Article IV, the Administrator shall from time to time determine those
individuals eligible pursuant to Section 3.1 to whom Incentive Stock Options
shall be granted and the number of Shares subject to, and terms and conditions
of, such Options. Anything herein to the contrary notwithstanding,
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no Incentive Stock Option shall be granted to an employee if, at the time the
Incentive Stock Option is granted, such employee owns stock possessing more than
10% of the total combined voting power of all classes of stock of any member of
the Corporation Group unless the option price is at least 110% of the Fair
Market Value of the Shares subject to the Incentive Stock Option at the time the
Incentive Stock Option is granted and the Incentive Stock Option is not
exercisable after the expiration of five (5) years from the date the Incentive
Stock Option is granted.

     4.2.   Terms and Conditions of Incentive Stock Options.  Each Incentive
Stock Option shall be evidenced by an option agreement ("Option Agreement")
substantially in the format set forth on Exhibit A (Incentive Stock Option
Agreement), or in such other form as the Administrator may prescribe, which,
unless otherwise modified by the Administrator in an Option Agreement, shall
comply with and be subject to the following terms and conditions:

            (a)  Number of Shares.  Each Incentive Stock Option agreement shall
     state the number of shares covered by the agreement.

            (b)  Option Price and Method of Payment. The Option price of each
     Incentive Stock Option shall be no less than the Fair Market Value of the
     Shares on the date the Incentive Stock Option is granted. The Option price
     shall be payable on exercise of the Option as designated in the Option
     Agreement.  Notwithstanding the provisions of the Option Agreement, the
     Administrator retains the discretion to allow a Participant to utilize an
     interest-bearing promissory note to purchase Shares pursuant to the
     exercise of Options.

            (c)  Option Period.

                 (i)  General. The period during which an Incentive Stock Option
          shall be exercisable shall not exceed ten (10) years from the date
          such Incentive Stock Option is granted; provided, however, that such
          Option may be sooner terminated in accordance with the provisions of
          this Section 4.2(c).  Subject to the foregoing, the Administrator may
          establish a period or periods with respect to all or any part of the
          Incentive Stock Option during which the right to exercise such Option
          shall vest.

                 (ii) Termination of Employment. If the Participant ceases to be
          an employee of any member of the Corporation Group for any reason
          other than willful, gross or deliberate misconduct, Disability or
          death (which shall be determined by the Administrator in its sole and
          absolute discretion), any then outstanding Incentive Stock Option held
          by the Participant shall terminate on the earlier of the date on which
          such Option would otherwise expire or three (3) months after such
          termination of employment, and such Option shall be exercisable, prior
          to its termination, to the extent it was exercisable as of the date of
          termination of employment. In the event of the Participant's
          termination for willful, deliberate or gross misconduct (which shall
          be determined by the Administrator in its sole and absolute
          discretion), the Option shall expire on the date of such termination
          and may not thereafter be exercised.
<PAGE>

               (iii)   Disability.  If a Participant's employment is terminated
          by reason of Disability (which shall be determined by the
          Administrator in its sole and absolute discretion), any then
          outstanding Incentive Stock Option held by the Participant shall
          terminate on the earlier of the date on which such Option would
          otherwise expire or one (1) year after such termination of employment,
          and such Option shall be exercisable, prior to its termination, to the
          extent it was exercisable as of the date of termination of employment.

               (iv)  Death. If a Participant's employment is terminated by
          death, the representative of the Participant's estate or beneficiaries
          thereof to whom the Option has been transferred shall have the right
          during the one (1) year period following the date of the Participant's
          death to exercise any then outstanding Incentive Stock Options in
          whole or in part. The number of Shares in respect of which an
          Incentive Stock Option may be exercised after a Participant's death
          shall be the number of Shares in respect of which such Option could be
          exercised as of the date of the Participant's death. In no event may
          the period for exercising an Incentive Stock Option extend beyond the
          date on which such Option would otherwise expire.

          (d)  Non-transferability. An Incentive Stock Option shall not be
     transferable or assignable by the Participant other than by will or the
     laws of descent and distribution and shall be exercisable during the
     Participant's lifetime only by the Participant.

          (e)  Separate Agreements. Nonqualified Options may be granted in the
     same agreement as an Incentive Stock Option.


                                   ARTICLE V

                     Nonqualified Stock Option Provisions

     5.1.  Grant of Nonqualified Stock Options. Subject to the provisions of
this Article V, the Administrator shall from time to time determine those
individuals eligible pursuant to Section 3.1 to whom Nonqualified Stock Options
shall be granted and the number of Shares subject to, and terms and conditions
of, such Options.

     5.2.  Terms and Conditions of  Nonqualified Stock Options. Each
Nonqualified Stock Option shall be evidenced by an Option Agreement
substantially in the format set forth on Exhibit B (Nonqualified Stock Option
Agreement), or in such other form as the Administrator may prescribe, which,
unless otherwise modified by the Administrator in an Option Agreement, shall
comply with and be subject to the following terms and conditions:

           (a)  Number of Shares. Each Nonqualified Stock Option Agreement shall
     state the number of Shares covered by the agreement.

           (b)  Option Price and Method of Payment. The Option price of each
     Nonqualified Stock Option shall be such price as the Administrator, in its
     discretion, shall
<PAGE>

     establish, and the Administrator may, in its discretion, reduce the Option
     price of such Option at any time prior to the exercise of the Option;
     provided however, that the Option price may not be less than par value, if
     any, of the Shares. The option price shall be payable as set forth in the
     Option Agreement. Notwithstanding the provisions of the Option Agreement,
     the Administrator retains the discretion to allow a Participant to utilize
     an interest-bearing promissory note to purchase Shares pursuant to the
     exercise of Options.

          (c)   Option Period.

                (i)   General. The period during which a Nonqualified Stock
          Option shall be exercisable shall not exceed ten (10) years from the
          date such Nonqualified Stock Option is granted; provided, however,
          that such Option may be sooner terminated in accordance with the
          provisions of this Section 5.2(c). Subject to the foregoing, the
          Administrator may establish a period or periods with respect to all or
          any part of the Nonqualified Stock Option during which the right to
          exercise such Option shall vest.

               (ii)   Termination of Employment or Service.  If the Participant
          ceases to be a director or employee of, or a consultant to, any member
          of the Corporation Group for any reason other than willful, gross or
          deliberate misconduct, Disability or death (which shall be determined
          by the Administrator in its sole and absolute discretion), any
          outstanding Nonqualified Stock Option held by the Participant shall
          terminate on the earlier of the date on which such Option would
          otherwise expire or three (3) months after such termination of
          employment, and such Option shall be exercisable, prior to its
          termination, to the extent it was exercisable as of the date of
          termination of employment or service. In the event of the
          Participant's termination of employment or service for willful,
          deliberate or gross misconduct (which shall be determined by the
          Administrator in its sole and absolute discretion), the Option shall
          expire on the date of such termination and may not thereafter be
          exercised.

               (iii)  Disability. If a Participant's employment or service is
          terminated by Disability (which shall be determined by the
          Administrator in its sole and absolute discretion), any then
          outstanding Nonqualified Stock Option held by the Participant shall
          terminate on the earlier of the date on which such Option would
          otherwise expire or one (1) year after such termination of employment
          or service, and such Option shall be exercisable, prior to its
          termination, to the extent it was exercisable as of the date of
          termination of employment or service.

               (iv)   Death. If a Participant's employment or service is
          terminated by death, the representative of the Participant's estate or
          beneficiaries thereof to whom the Option has been transferred shall
          have the right during the one (1) year period following the date of
          the Participant's death to exercise any then outstanding Nonqualified
          Stock Options in whole or in part. The number of Shares in respect to
          which a Nonqualified Stock Option may be exercised after a
          Participant's death shall be the number of Shares in respect of which
          such Option
<PAGE>

          could be exercised as of the date of the Participant's death. In no
          event may the period for exercising a Nonqualified Stock Option extend
          beyond the date on which such Option would otherwise expire.

          (d)  Non-transferability. A Nonqualified Stock Option shall not be
     transferable or assignable by the Participant other than by will or the
     laws of descent and distribution, and shall be exercisable during the
     Participant's lifetime only by the Participant.


                                   ARTICLE VI

                                 Miscellaneous

     6.1. Effective Date. This Plan shall become effective as of July 17, 1997
(the "Effective Date").

     6.2. Duration of Program.  Unless sooner terminated, the Plan shall
remain in effect for a period of ten (10) years after the Effective Date and
shall thereafter terminate. No Incentive Stock Options or Nonqualified Stock
Options may be granted after the termination of this Plan; provided however,
that termination of the Plan shall not affect any Options previously granted,
which such Options shall remain in effect until exercised, surrendered or
canceled, or until they have expired, all in accordance with their terms;
provided, further, that the Administrator may extend the term during which an
Option previously granted may be exercised after the termination of this Plan.

     6.3. Changes in Capital or Corporate Structure.  In the event of changes
in the outstanding common shares of the Corporation by reasons of stock
dividends, stock splits, recapitalizations, mergers, consolidations,
combinations or exchange of shares, separations, reorganizations, or
liquidations, the number of Shares available under the Plan in the aggregate
shall be correspondingly adjusted by the Administrator.  In addition, the
Administrator shall make appropriate adjustments in the number of Shares as to
which outstanding Options, or portions thereof then unexercised, shall relate,
to the end that the Participant's proportionate interest shall be maintained as
before the occurrence of such events; such adjustment shall be made without
change in the total price applicable to the unexercised portion of Options and
with a corresponding adjustment in the option price per Share.

     6.4. No Rights as Shareholder.  Participant shall have no rights as a
shareholder with respect to the Shares covered by the Options until the
Participant shall have become the holder of record of such shares and, subject
to the terms of Section 6.3 hereof, no adjustment shall be made for dividends in
cash or other property or distributions or other rights with respect to such
Shares for which the record date is prior to the date on which Participant shall
have become the holder of record of the Shares covered by the Options.

     6.5. Fractional Shares. Notwithstanding any contrary indication in the Plan
or in any Option Agreement, fractional shares may not be purchased upon exercise
of any Option.
<PAGE>

     6.6.  Withholding. Any person exercising an Option shall be required to
pay to the appropriate member of the Corporation Group the amount of any taxes
such member is required by law to withhold with respect to the exercise of such
Option. Such payment shall be due on the date such member is required by law to
withhold such taxes.  Such payment may also be made at the election of the
Participant by the surrender of Shares otherwise issuable on exercise of the
Option or then owned by the Participant, free and clear of any and all liens,
claims, or encumbrances, or the withholding of Shares otherwise to be issued to
the Participant on exercise, in an amount that would satisfy the withholding
amount due. The value of such Shares withheld or delivered shall be equal to the
Fair Market Value of such Shares on the date of exercise.  In the event that
such payment is not made when due, the Corporation shall have the right to
deduct, to the extent permitted by law, from any payment of any kind otherwise
due to such person from any member of the Corporation Group, all or part of the
amount required to be withheld.

     6.7.  Compliance with Applicable Law.  Notwithstanding anything herein to
the contrary, the Corporation shall not be obligated to cause to be issued or
delivered any certificates evidencing Shares pursuant to the exercise of an
Option, unless and until the Corporation is advised by its counsel that the
issuance and delivery of such certificates is in compliance with all applicable
laws and regulations of governmental authority. The Corporation shall in no
event be obligated to register any securities pursuant to the Securities Act of
1933 or the securities laws of any state or other jurisdiction (as now in effect
or as hereafter amended) or to take any other action in order to cause the
issuance and delivery of such certificates to comply with any such law or
regulation. The Administrator may require, as a condition of the issuance and
delivery of such certificates and in order to ensure compliance with such laws
and regulations, that the Participant make such covenants, agreements and
representations as the Administrator, in its sole discretion, deems necessary or
desirable.

     6.8.  Application of Funds.  Any cash proceeds received by the Corporation
from the sale of Shares pursuant to Options will be used for general corporate
purposes.

     6.9.  Amendment of the Plan.  The Board may from time to time suspend or
discontinue this Plan or revise or amend it in any respect whatsoever except
that, without approval of the shareholders, no such revision or amendment shall
(a) increase the number of Shares subject to this Plan, (b) decrease the price
at which Options may be granted, (c) modify the requirements as to eligibility
for a grant of an Option, or (d) materially increase the benefits accruing to
the Participants under this Plan.  No such suspension, discontinuance, revision
or amendment shall in any manner affect any grant theretofore made without the
consent of the Participant unless necessary to comply with applicable law.

     6.10. Legend.  Each certificate for the Shares issued hereunder or in
substitution or exchange therefor, or upon the transfer thereof, together with
any other Shares subject to the restrictions of this Plan, shall be stamped or
otherwise imprinted with legends in substantially the following form:

          TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED
          BY AN AGREEMENT BETWEEN THE CORPORATION AND ITS SHAREHOLDERS, A COPY
          OF WHICH IS ON FILE AT THE OFFICE OF THE CORPORATION.
<PAGE>

          THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY
          NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
          EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE
          STATE SECURITIES LAWS.

     6.11.  Investment Letter. The Corporation's obligation to deliver Shares or
grant exercise of an Option shall be conditioned upon its receipt from the
Participant to whom such Shares are to be delivered of an executed investment
letter substantially in the format set forth on Exhibit C attached hereto
containing such representations and agreements as the Administrator may
determine to be necessary or advisable in order to enable the Corporation to
issue and deliver such Shares to such Participant in compliance with applicable
federal, state, or local securities laws, rules, or regulations.

     6.12.  Termination of Employment.  A transfer of employment or service
between the Corporation Group shall not be considered to be a termination of
employment or service for the purposes of the Plan.  Nothing in the Plan or in
any Option Agreement shall confer upon any Participant any right to continue in
the employment or service of the Corporation Group or in any way interfere with
the right of the Corporation Group to terminate the employment or contractual or
other service relationship with the Participant at any time.

     6.13.  Interpretation.  The Section headings hereof are inserted solely for
convenience of reference only and shall be disregarded in interpreting the
provisions hereof.  As used in this Plan, the plural shall include the singular
and the singular shall include the plural, the disjunctive shall include the
conjunctive and the conjunctive shall include the disjunctive, wherever
appropriate.

     6.14.  Governing Law.  This Plan and all the terms and provisions hereof
shall be interpreted and construed in accordance with the laws of the State of
Delaware, except for its rules relating to the conflict of laws; provided,
however, that such terms and provisions relating to federal income tax law shall
be interpreted and construed in accordance with federal law, and such terms and
provisions relating to the application of securities laws shall be interpreted
and construed in accordance with federal law and the laws of the jurisdiction in
which the Participant resides or is domiciled.

     6.15.  Severability.  If any provision, or portion thereof, of this Plan,
or the application thereof to any person or circumstances, shall, to any extent,
be invalid or unenforceable, the remainder hereof, or the application of such
provision, or portion thereof, to any other person or circumstance shall not be
affected thereby; and each provision of this Plan shall be valid and enforceable
to the fullest extent permitted by law.
<PAGE>

     6.16.  No Other Rights with Respect to Capital and Other Corporate Changes.
Except as provided in the Plan or required by applicable law, nothing contained
in this Agreement shall be deemed to confer upon Participant any right to
prevent or to approve or vote upon any of the capital and other corporate
changes described in this Article VI.  The existence of the Options granted
hereunder shall not affect in any way the right or the power of the Corporation
or its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Corporation's capital
structure or its business, or any merger or consolidation of the Corporation, or
any issue of bonds, debentures, preferred or prior preference stocks ahead of or
affecting the Shares or the rights thereof, or the dissolution or liquidation of
the Corporation, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.

     6.17.  Options Not Includable for Benefit Purposes.  Income recognized by a
Participant pursuant to the provisions of the Plan shall not be included in the
determination of benefits under any employee pension benefit plan (as such term
is defined in Section 3(2) of ERISA) or group insurance or other benefit plans
applicable to the Participant that are maintained by the Corporation Group,
except as may be provided under the terms of such plans or determined by
resolution of the Board.

     6.18  Corporate Transaction.

           (a) Assumption of Obligations. In the event of a Corporate
     Transaction in which the Corporation is not the surviving entity, the
     Corporation shall ensure that the Corporation's obligations under the Plan
     with respect to (i) the Shares that have been purchased through the
     exercise of Options at the time of the Corporate Transaction the ownership
     rights to which did not vest upon issuance thereafter (each an "Unvested
     Share"), and (ii) any unexercised Options (collectively, "Assumable
     Obligations") are assumed by the successor corporation (or parent thereof)
     as part of the Corporate Transaction.

           (b) No Assumption of Obligations.  Notwithstanding the foregoing, the
     Corporation need not ensure that the successor corporation (or parent
     thereof) assume the Assumable Obligations if the Corporation elects to
     maintain the Plan or if the Corporation or the successor corporation (or
     parent thereof) elects to purchase all of each Participant's Unvested
     Shares and Options as of the effective date of the Corporate Transaction
     for an amount equal to the aggregate Fair Market Value on such date of the
     Unvested Shares and Options (determined as if each Participant's Options
     had been fully exercised to purchase Shares and ownership rights with
     regard to each Participant's Unvested Shares had fully vested ("Vested Fair
     Market Value") over the aggregate purchase price therefor, such amount to
     be paid in cash or, if stock of the successor corporation (or parent
     thereof) is issueable in respect to the Shares of the Corporation, then, in
     the discretion of the Administrator, in stock of the successor corporation
     (or parent thereof) equal to the Vested Fair Market Value of the aforesaid.

           (c) Repurchase Option. In the event of a Corporate Transaction, all
     of the Corporation's outstanding repurchase rights existing under the
     Stockholders Agreement, if then in effect, shall terminate automatically.
<PAGE>

           (d) Adjustments in event of Corporate Transaction. If, in connection
     with a Corporate Transaction, the Corporation's Assumable Obligations are
     assumed by the successor corporation (or parent thereof) in the Corporate
     Transaction pursuant to Section 6.18(a), the Corporation shall ensure that
     the successor corporation (or parent thereof) protects any such Assumed
     Obligations by substitution on an equitable basis of an appropriate number
     of Shares of the Corporation or the successor corporation (or parent
     thereof) that would be issuable with respect to Shares issueable under the
     Plan; provided, however, that with respect to Unvested Shares and Options,
     the excess of the aggregate Vested Fair Market Value immediately after such
     substitution over the aggregate purchase price for the Shares or underlying
     Shares shall be not more than the excess of the aggregate Vested Fair
     Market Value immediately before such substitution over said aggregate
     purchase price.

           (e) Termination of Employment Following Corporate Transaction.

               (i)   If in connection with or within 24 months after a Corporate
          Transaction, a Participant's employment or consulting agreement to
          provide services to the Corporation is terminated by the Corporation
          for any reason other than Cause, any Unvested Shares beneficially held
          by or on behalf of such Participant shall fully vest immediately and
          all ownership rights relevant to such Shares as well as ownership
          rights with regard to all Shares issued upon exercise of Options shall
          accrue and vest immediately to such Participant.

               (ii)  If in connection with or within 24 months after a Corporate
          Transaction, a Participant's employment or consulting agreement to
          provide services to the Corporation is terminated by the Participant
          for Good Reason, fifty percent (50%) of any Unvested Shares
          beneficially held by or on behalf of such Participant shall fully vest
          immediately and all ownership rights relevant to such Shares as
          ownership rights with regard to all Shares issued upon exercise of
          Options shall accrue and vest immediately to such Participant.

          (f)  One Hundred Thousand Dollar Limitation. The portion of any
     Incentive Option accelerated in connection with a Corporate Transaction
     shall remain exercisable as an Incentive Option only to the extent the
     applicable One Hundred Thousand-Dollar ($100,000) limitation under Section
     422(d)(1) of the Code is not exceeded. To the extent such dollar limitation
     is exceeded, the accelerated portion of such option shall be exercisable as
     a Nonqualified Stock Option under the Plan.

          (g)  No Impairment. The provisions of this Section 6.18 shall in no
     way affect the right of the Corporation to adjust, reclassify, reorganize
     or otherwise change its capital or business structure or to merge,
     consolidate, dissolve, liquidate or sell or transfer all or any part of its
     business or assets.

     IN WITNESS WHEREOF, the undersigned President of the Company certifies that
the foregoing Corvis Corporation Second Amended 1997 Stock Option Plan was duly
adopted by the
<PAGE>

Board of Directors on the 30th day of July, 1999 and approved by the
Shareholders on the 13th day of September, 1999.

                                          /s/  David. R. Huber
                                          -----------------------------
                                          David R. Huber
                                          President and CEO