Exhibit 10.10

NOTE: CERTAIN CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT. SUCH OMITTED INFORMATION HAS BEEN MARKED
WITH THE NOTATION "[*****]".




                            MASTER PURCHASE AGREEMENT
                            -------------------------






                                     BETWEEN

                      OPTICAL COMMUNICATION PRODUCTS, INC.

                                       AND

                         THE FURUKAWA ELECTRIC CO., LTD.






                                 OCTOBER 1, 2003








<PAGE>



                                TABLE OF CONTENTS

1.       DEFINITIONS...........................................................4

2.       TERM OF AGREEMENT.....................................................6

3.       ORDER PROCEDURE.......................................................6

         3.1      FORECAST.....................................................6

         3.2      PURCHASE ORDER PROCEDURE.....................................6

         3.3      RESCHEDULING AND CANCELLATION................................7

4.       DELIVERY AND ACCEPTANCE...............................................7

         4.1      PACKAGING....................................................7

         4.2      SHIPPING, DELIVERY, TITLE AND RISK OF LOSS...................7

         4.3      INVOICING....................................................7

         4.4      FAILURE TO MEET DELIVERY DATE................................7

         4.5      ACCEPTANCE OF PRODUCTS.......................................8

5.       PRICE AND TERMS.......................................................8

         5.1      PRICE........................................................8

         5.2      MOST FAVORED CUSTOMER........................................8

         5.3      TIME OF PAYMENT..............................................8

         5.3      TAXES........................................................8

6.       PRODUCT WARRANTY......................................................8

         6.1      SUPPLIER WARRANTY............................................8

         6.2      SUPPLIER DISCLAIMER..........................................9

7.       CORRECTIVE ACTIONS, INDEMNIFICATION...................................9

         7.1      REQUEST FOR CORRECTIVE ACTION................................9

         7.2      DEFECTIVE PRODUCTS...........................................9


                                       i
<PAGE>



         7.3      INJURY, DAMAGE CAUSED BY PRODUCTS...........................10

         7.4      INFRINGEMENT INDEMNITY......................................10

         8.0      AVAILABILITY AND SUPPORT OF PRODUCTS........................10

         8.1      SAFETY STOCK................................................10

         8.2      REPORTS.....................................................12

         8.3      ADDING AND DELETING PRODUCTS................................12

         8.4      PRODUCT CHANGE APPROVAL                                     12

         8.5      AUDIT AND INSPECTION........................................12

9.       CONFIDENTIALITY......................................................12

10.      DISCLAIMER OF CERTAIN DAMAGES........................................13

11.      TERMINATION..........................................................13

12.      MISCELLANEOUS........................................................14

         12.1     NOTICE......................................................14

         12.2     ASSIGNMENT OR SUBCONTRACTING................................14

         12.3     FORCE MAJEURE...............................................14

         12.4     CHOICE OF LAW...............................................15

         12.5     NEGOTIATION, MEDIATION, ARBITRATION.........................15

         12.6     PUBLICITY...................................................15

         12.7     LEGAL COMPLIANCE............................................15

         12.8     AMENDMENTS..................................................15


                                       ii
<PAGE>



         12.9     NON-WAIVER..................................................15

         12.10    AUTHORITY...................................................15

         12.11    NON-AGENCY..................................................15

         12.12    ENTIRE AGREEMENT............................................16

         12.13    SEVERABILITY................................................16

         12.14    CONFLICT OR INCONSISTENCY...................................16

         12.15    SURVIVAL....................................................16

         12.16    COUNTERPARTS................................................16

         12.17    HEADINGS....................................................16

         12.18    QUALITY STANDARDS AND GOALS.................................16

         12.19    ONGOING RELIABILITY TESTING.................................16

         12.20    AGREEMENT SIGNATURE APPROVALS...............................17

Appendix 1 - Products, Descriptions, Price Tables.............................18

Appendix 2 - Laser Usage Analysis spreadsheet.................................18

Appendix 3 - Table of Basic Contract Terms....................................18

Appendix 4 - Specifications...................................................18


                                       3
<PAGE>



This Agreement, dated as of the lst day of October, 2003 (the "Effective Date"),
together with the  Appendices and any documents  identified  below or referenced
herein (all of which are incorporated by reference and collectively  referred to
as the  "Agreement"),  is entered  into by and  between  Optical  Communications
Products, Inc., a Delaware corporation having its principal place of business at
6101 Variel Ave.,  Woodland Hills, CA 91367 ("OCP"),  and The Furukawa  Electric
Co., Ltd., 6-1, Marunouchi 2-Chome, Chiyoda-ku, Tokyo 100-8322, ("Furukawa")


                                   *   *   *

OCP agrees to purchase from Furukawa,  and Furukawa  agrees to  manufacture  and
sell to OCP, the Products  which OCP and Furukawa agree on and are identified in
Appendix  1 on the terms and  conditions  set  forth in this  Agreement.  Future
pricing  changes must be in writing,  submitted as a revision to Appendix 1, and
mutually agreed by both companies.

1.       DEFINITIONS

Capitalized  terms not defined in context  within the  Agreement  shall have the
respective meanings assigned to them below.

1.1 "Acceptance Date" means, with respect to each Product, the date on which OCP
accepts the Product  pursuant to subsection 4.5 of this  Agreement.

1.2 "Change Order" means any change to an original Purchase Order described in a
written Change Order referencing the original Purchase Order.

1.3 "Day" means any day of the year, including weekends and holidays.

1.4  "Defective  Product" means any Product that fails to conform to the Product
Warranty set forth in Section 6 of this Agreement.

1.5 "Delivery Date" means the date specified by OCP in a Purchase Order on which
a Product is required to be delivered by Furukawa to the destination  designated
by OCP.

1.6 "Delivery  Location" means the  destination  designated by OCP in a Purchase
Order to which Furukawa will ship Products.

1.7 "DDP Location"  means the location  specified in the Table of Basic Contract
Terms set forth in Appendix 3.

1.8  "Hazardous  Condition"  means  (i) any  condition  that,  under  reasonably
foreseeable  circumstances,  in the course of  operation,  use or  handling of a
Product,  could  result in damage to property or personal  injury,  and (ii) any
condition that violates applicable health or safety regulations.

1.9 "Initial  "Term" means the period  specified in the Table of Basic  Contract
Terms set forth in Appendix 3, measured from the Effective Date.

1.10 "Lead Time" means the maximum permitted interval between Furukawa's receipt
of a Purchase Order and the Delivery Date for each Product set forth in Appendix
3.

1.11  "Materials"  means  any  components  and  other  materials  comprising  or
comprised in Products.




                                       4
<PAGE>



1.12 "Order Cancellation  Period" means the minimum permitted interval specified
in the Table of Basic Contract Terms set forth in Appendix 3 between (i) receipt
by Furukawa of notice of  cancellation  of a Purchase  Order by OCP and (ii) the
Delivery Date.

1.13 "Order Rescheduling  Period" means the minimum permitted interval specified
in the Table of Basic Contract Terms set forth in Appendix 3 between (i) receipt
by Furukawa  of notice of  rescheduling  of a Delivery  Date by OCP and (ii) the
original Delivery Date.

1.14 "Product Payment Period" means the maximum period of time for payment of an
invoice  by OCP  specified  in the  Table of Basic  Contract  Terms set forth in
Appendix 3, measured from the Shipment Date.

1.15 "Product  Rejection  Period" means the maximum period of time for rejection
of a Product by OCP specified in the Table of Basic  Contract Terms set forth in
Appendix 3, measured from the date of receipt of the Products by OCR

1.16 "Product Warranty Period" means,  with respect to each Product,  the period
of time  specified in the Table of Basic Contract Terms set forth in Appendix 3,
measured from the Acceptance Date of the Product.

1.17  "Purchase  Order"  means an order for the  purchase of  Products  that OCP
submits to Furukawa  which  becomes  effective  when it is  accepted,  or deemed
accepted, by Furukawa.

1.18 "Repair or  Replacement  Period" means,  with respect to each Product,  the
maximum  period of time specified in the Table of Basic Contract Terms set forth
in Appendix 3, for repair or replacement  of Products by Furukawa  measured from
the  receipt by  Furukawa  of a  Defective  Product,  as that term is defined in
subparagraph 7.2 of this Agreement.

1.19 "Locked Safety Stock" means the quantity of each Product held in Furukawa's
inventory of finished Products  exclusively for purchase by OCP. Matching safety
stock  numbers  will  also be  purchased  and  kept by OCP at OCP  location,  as
identified in Appendix 2 - Laser Usage Analysis spreadsheet.

1.20 "Locked  Safety  Stock  Level"  means the  quantity of Locked  Safety Stock
specified in Appendix 2.

1.21  "Specifications"  means,  with  respect to each  Product,  the  applicable
technical  and  functional  specifications  described  in  Appendix  4  of  this
Agreement and any Documentation related to that Product.

1.22  "Pricing  Table"  refers to the  latest  negotiated  pricing  agreed to in
writing by both Furukawa and OCP.

1.23 "Surplus Compensation Procedure" means the payment by OCP to Furukawa of an
amount  equal to  Furukawa's  reasonable  direct costs and expenses of labor and
Materials incurred in the production of Products pursuant to this Agreement, net
of  all  salvage  or  scrap  value,  in  an  amount  which  shall  not,  in  any
circumstances, exceed the purchase price of the applicable Product, and which is
payable only under the following conditions:

(a)      Furukawa will use commercially  reasonable efforts to (i) cancel orders
         for  Materials  ordered  from  its  vendors,  but not yet  received  by
         Furukawa at the time of  cancellation,  or (ii) return Materials to the
         vendors  after  receipt  if such  action  would be likely  to  minimize
         compensation payable hereunder by OCP;

(b)      Furukawa  will furnish to OCP  reasonable  documentation  detailing its
         direct costs and expenses.

1.24  Quality  Standards-  Specifications  provided  either  by OCP as part of a
product specification or as stated by Furukawa in product specifications.



                                       5
<PAGE>



2.0      TERM OF AGREEMENT
This  Agreement is effective as of the Effective  Date for period of the Initial
Term and shall continue in force  automatically  for  successive  one-year terms
unless  terminated  by either party (i) by giving at least thirty days'  written
notice to the other party prior to the  expiration of the  then-current  term or
(ii) pursuant to termination provisions set out below.

3.0      ORDER PROCEDURE

3.1      FORECAST

         3.1.1  Due to lack of  forward  visibility  provided  to OCP  from  its
         customers,  OCP  shall  base its order  requirements  on past 3 months'
         usage trends coupled with actual Material  Requirements  Planning (MRP)
         demand for 4 weeks forward.  This  information  is updated  monthly and
         listed on the  monthly  Laser  Usage  Analysis  spreadsheet.  OCP shall
         submit the Laser  Usage  Analysis  spreadsheet  to  Furukawa by the 3rd
         business  day of each  month.  OCP shall  make best  effort to  provide
         Furukawa  with a demand  forecast  for the next 3 months with the first
         Laser Usage Analysis spreadsheet of every quarter.

3.2      PURCHASE ORDER PROCEDURE.

         3.2.1  Issuance  and  Acceptance.  OCP may  issue  Purchase  Orders  to
Furukawa by mail, fax, electronic data interchange,  or other mutually agreeable
method. If Furukawa has not delivered to OCP a written acceptance,  or a written
explanation  of the reasons for  rejection,  of each Purchase Order within seven
Days after  receipt of the Purchase  Order,  the  Purchase  Order will be deemed
accepted by Furukawa.  Furukawa will not reject a Purchase Order on the basis of
a stated  Delivery Date if the Delivery Date is set in accordance  with the Lead
Time, and Furukawa will, in any event,  use commercially  reasonable  efforts to
accept each Purchase Order issued by OCP.

         3.2.2 Purchase  Order  Information.  To the extent  necessary to permit
Furukawa to fulfill the terms of a Purchase Order, Purchase Orders issued by OCP
shall  include (i)  identification  of the Products by reference to its OCP Part
Number and/or Furukawa Part Number,  (ii) quantity of Products,  (iii) price per
unit of Products  (iv) total order  price,  (v)  Delivery  Date,  (vi)  Delivery
Location, and (vii) OCP's Purchase Order number and date.

         3.2.3 Change  Orders.  Except with respect to  rescheduling  changes or
cancellation  permitted  pursuant  to  subsections  3.3.1 and 3.3.2  below,  any
modification  of a Purchase  Order shall be made  pursuant  to a written  Change
Order executed and agreed to by each party.

3.3      RESCHEDULING AND CANCELLATION.
         Rescheduling.  OCP may reschedule a Purchase  Order line,  with written
         consent of Furukawa,  providing notice is given to Furukawa at least 14
         days in advance of ship date on which OCP and Furukawa agree.

         3.3.2 Cancellation. OCP shall not cancel a Purchase order without prior
         written consent of Furukawa.  OCP cannot cancel a Purchase Order within
         14 days before Delivery date.


                                       6
<PAGE>



4.0      DELIVERY AND ACCEPTANCE

4.1      PACKAGING.  Furukawa shall, at no additional charge, package and secure
Products  properly in accordance with  Specifications  and in a manner that will
provide  adequate  protection  against  damage during  shipment,  handling,  and
storage under reasonably foreseeable conditions.

4.2      SHIPPING, DELIVERY, TITLE AND RISK OF LOSS

4.2.1    Shipping.  Unless agreed by the both parties, Furukawa shall (i) select
the mode of transportation of the Products,  (ii) ship to the Delivery Location,
(iii) assure that all  subordinate  documents  bear OCP's Purchase Order number,
(iv) enclose a packing  memorandum  with each  shipment  and, when more than one
package is shipped, identify the package containing the memorandum, and (v) mark
OCP's Purchase Order number on all packages and shipping papers.  If Furukawa as
a means of avoiding a delivery  penalty  selects a mode of  transportation  more
expensive than normally  necessary,  Furukawa will be responsible for the excess
transportation cost.

4.2.2    Delivery.  Unless otherwise  specified in the Purchase Order,  Products
shall be shipped DDP destination with Air Freight, customs, duties and insurance
the responsibility of the Seller.

4.2.3    Title and Risk of Loss.  Risk of the Products  shall pass from Furukawa
to OCP when the Product is delivered to the  destination  designated by the OCP.
In the event that the Products are  delivered to the OCP before full payment for
the  Products,  Furukawa is entitled to retain title to the  Products  until the
Products have been fully paid.

4.2.4    INVOICING.  Unless  instructed  otherwise  by OCP,  Furukawa  shall (i)
render  invoices in  duplicate or as  otherwise  specified  showing the Purchase
Order number, (ii) render separate invoices for each shipment or Purchase Order,
and (iii)  invoice  OCP by mailing or  otherwise  transmitting  invoices  to the
billing address in the Purchase Order.

4.4      FAILURE TO MEET DELIVERY  DATE. If Furukawa fails to deliver all or any
portion of Products on or before the Delivery Date:

(a)      Furukawa  shall use  commercially  reasonable  efforts to deliver  such
         Products as soon as possible  and to assure that other  deliveries  are
         not  delayed,  and if other  deliveries  are  expected  to be  delayed,
         Furukawa  shall provide OCP with  immediate  notice  identifying  those
         deliveries along with a written plan for minimizing the expected delays
         and resuming timely deliveries; and

(b)      In the  event  that a  delivery  of  Products  delays  for more than 10
         business days after mutually  agreed  scheduled  delivery date, OCP may
         cancel purchase order, or any portion thereof, without charge.

(c)      Supply  Protection.  In order to insure continued supply of Products to
         OCP and its divisions, Furukawa agrees to make best effort to cooperate
         with  OCP in the  event of a work  stoppage  at  Furukawa's  facilities
         and/or any example of Force Majeure as specified in section 12.3.




                                       7
<PAGE>




4.5      ACCEPTANCE  OF  PRODUCTS.  Furukawa  will  manufacture  and supply each
Product in accordance with the  Specifications  for the Product,  which shall be
reviewed and approved in writing by OCP prior to becoming effective.  Unless the
parties  otherwise  mutually  agree  in  writing,  each  Product  will  have the
functionality   and   other   characteristics   specified   in  the   applicable
Specifications.  OCP will  accept or reject  the  delivered  Product  within the
Product  Rejection Period. In the event that OCP does not reject delivery of the
Product within the Product Rejection Period, the Product will be deemed accepted
by OCP.  In the event that the  Product  appears to comply  with the  applicable
Specifications,  OCP will accept delivery of the Product.  In the event that the
Product does not appear to comply with the applicable  Specifications,  OCP will
reject the Product and Furukawa  will replace the Product with a Product,  which
complies  with  its   Specifications  in  accordance  with  the  procedures  for
replacement and return of Defective Products specified in subsection 7.2 of this
Agreement.  Acceptance  of a  Product  for  delivery  will  not  affect  any  of
Furukawa's warranty, indemnification, or other obligations under this Agreement.

5.0      PRICE AND TERMS

5.1      PRICE.  The Products shall be sold at the prices  specified in Appendix
1.  Such  prices  shall  remain  in effect  during  the term of this  Agreement;
provided, however, that Furukawa and OCP will periodically (quarterly) negotiate
changes  to the  prices and any agreed  changes  will be  included  in a written
amendment of this  Agreement,  signed by an  authorized  representative  of each
party before becoming effective.

5.2      TIME OF  PAYMENT.  Furukawa  will submit  invoices  to OCP and,  unless
otherwise agreed, OCP will pay to Furukawa the net amount stated in each invoice
within the Product Payment Period.

6.0      PRODUCT WARRANTY



6.1      FURUKAWA WARRANTY. Furukawa represents,  covenants, and warrants to OCP
as follows:

(a)      No prior license or other  agreement to which Furukawa is a party or is
         bound is violated by, or is  inconsistent or conflicts with, the rights
         of OCP under, or the terms and conditions of, this Agreement.

(b)      Furukawa  is  either  the  owner of the  Products  or is  otherwise  in
         possession  of  sufficient  licensed  rights to any of the  proprietary
         information and intellectual  property owned by third parties in and to
         the Products to permit Furukawa to sell and furnish the Products to OCP
         pursuant  to the  terms of this  Agreement  and OCP shall  receive  the
         Products from Furukawa without any restriction whatsoever on the use by
         OCP or its customers of the Products.

(c)      Title to the Products  shipped or sold to OCP will pass to OCP free and
         clear of all liens, charges, encumbrances, restrictions, or other third
         party rights.

(d)      Products will be manufactured from new and unused components.

(e)      During the Product Warranty Period, each Product will, under normal use
         and  service,  be free of  defects in  materials  and  workmanship  and
         strictly conform to the  Specifications.  The warranty provided in this
         subsection  6.1(e) is  subject  only to  fulfillment  of the  following
         conditions:

         (i)      Furukawa's  receipt  of  written  notice of a defect  from OCP
                  within,  or promptly after,  the applicable  Product  Warranty
                  Period;



                                       8
<PAGE>



         (ii)     The  Products  not having  been  altered or repaired by OCP or
                  OCP's customer without Furukawa's consent; or

         (iii)    The alleged defect not being the direct result of mishandling,
                  improper  servicing,  or  improper  operation  by OCP or OCP's
                  customer.

6.2      FURUKAWA DISCLAIMER.  EXCEPT FOR THE EXPRESS WARRANTIES AND OBLIGATIONS
         STATED HEREIN, FURUKAWA DISCLAIMS ALL OTHER PRODUCT WARRANTIES, WHETHER
         EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY
         AND FITNESS FOR A PARTICULAR PURPOSE.

7.       CORRECTIVE ACTIONS, INDEMNIFICATION

7.1      REQUEST  FOR  CORRECTIVE  ACTION.  OCP may  from  time to time  issue a
written request for corrective action to Furukawa identifying any event which in
the  view  of  OCP  may  constitute  non-performance  of  Furukawa's  duties  or
obligations  hereunder,  including any chronic or  significant  Product  defect,
non-conformity   to   Specifications,   or  other  material   event   evidencing
non-performance  (any  one or  more  of  which  is  hereafter  referred  to as a
"Material  Event")  which  is  considered  to be  within  Furukawa's  reasonable
control. Furukawa will respond to each such request as follows:

(a)      Furukawa  will  provide  to OCP a written  initial  response  to such a
         request within five Days following  Furukawa's  receipt of the request.
         Such initial  response will serve as Furukawa's  acknowledgment  of its
         receipt of the request and will propose a target date for resolution of
         the Material  Event  identified in the request.  The actual target date
         will be  negotiated  in good faith and mutually  agreed by Furukawa and
         OCP.

(b)      On or before  the target  date  proposed  by  Furukawa  in its  initial
         response,  Furukawa will provide to OCP a written  report that will set
         out in reasonable detail the cause of the Material Event and the action
         proposed by Furukawa to correct it.

Furukawa  will use its best  efforts  to take any and all  necessary  corrective
action,  including action proposed in its response to the request, to remedy the
Material Event as soon as practicable.

7.2      DEFECTIVE PRODUCTS.  During the Product Warranty Period,  Furukawa will
repair or replace, any Defective Product.  Upon discovery of a Defective Product
during the Product  Warranty  Period,  OCP will  provide to Furukawa a notice of
defect with a request for repair,  or replacement the Defective Product within 3
working days of finding the defect.  If OCP elects to have  Furukawa  repair the
defective  Product,  Furukawa  within  the  Repair or  Replacement  Period  will
complete the repairs.  If Furukawa fails to repair the Defective  Product within
the  Repair  or  Replacement  Period,  OCP shall  continue  to have the right to
require  replacement of the Defective  Product or a refund or credit of the full
purchase price  thereof.  If OCP elects to obtain a replacement of the Defective
Product,  Furukawa will deliver the replacement Product to a location designated
by OCP within the Repair or Replacement Period. If Furukawa fails to replace the
Defective Product within the Repair or Replacement Period, OCP shall continue to
have the right to require a refund or credit of the full purchase price thereof.
The costs and risk of loss or damage  associated  with delivering and installing
replacement  Products will be borne by Furukawa.  Replacement Products delivered
by Furukawa will be subject to all of the terms of this  Agreement as it relates
to Products and a new Product  Warranty  Period will take effect with respect to
the replacement Products. OCP will return Defective Products to Furukawa or to a
place,  which must be  designated by Furukawa  within ten Days after  Furukawa's
receipt of the Notice of Defect. The costs and risk of loss or damage associated
with shipping Defective Products to Furukawa will be borne by Furukawa.  Refunds
or credits  issued for the  purchase  price of any  Defective  Products  will be
issued within ten Days after Furukawa's  receipt of the Defective  Products.  If
Furukawa  replaces a Product or issues a refund or credit to OCP  pursuant  to a
Notice of Defect and Furukawa  subsequently  determines and certifies in writing
to OCP that either (i) the returned Product is not



                                       9
<PAGE>


defective or (ii) any of the  conditions  to the Product  Warranty  specified in
subsection 6.1(e)(ii) or (iii) were not satisfied, then Furukawa will return the
Product  to OCP,  and OCP will  pay for the  replacement  Product  as if it were
purchased  pursuant to the terms of this  Agreement,  the costs  associated with
delivering  and  installing  replacement  Products,  the costs  associated  with
shipping  Defective  Products  and all costs of handling,  inspection,  repairs.
OCP's  rights of  repair,  replacement  or refund  under this  Section  7.2 will
survive any  expiration or termination  of this  Agreement  irrespective  of the
reason for  termination.  The Product  Warranty  Period shall not apply to limit
Furukawa's responsibility for the repair,  replacement or refund of the purchase
price of any Product  with  respect to which a defect has been  demonstrated  to
cause or have caused a Hazardous  Condition  to exist with respect to any person
or property.

7.3      INJURY, DAMAGE CAUSED BY PRODUCTS. Furukawa will defend, indemnify, and
hold OCP harmless from any and all claims,  costs,  expenses,  damages, or other
liabilities,  including reasonable attorneys' fees, arising out of (i) the death
of, or bodily injury to, any person or (ii) the damage, loss, or destruction of,
any  property,  if, and to the extent that any such  death,  bodily  injury,  or
property damage, loss, or destruction is caused by a defect in a Product.

7.4      INFRINGEMENT  INDEMNITY.  Furukawa will defend,  indemnify and hold OCP
harmless from any and all claims, costs, expenses, damages or other liabilities,
including reasonable attorneys' fees, which are the result of patent,  trademark
or copyright  infringement  claims or claims based on  misappropriation of trade
secret rights arising out of, or relating to, the use, transfer,  sale or resale
of the Products.  OCP will notify Furukawa, in writing, in the event of any such
claim and grant to Furukawa the right,  at  Furukawa's  expense,  to control the
defense thereof,  including the right to settle any such claim or suit on terms,
which will not adversely affect OCP. If the use, transfer, sale or resale of any
of the Products by OCP  constitutes  an  infringement  or is enjoined,  Furukawa
will,  at its own expense and option,  (i) procure for OCP the right to continue
using,  transferring  and reselling such Products,  (ii) modify such Products so
that it becomes  noninfringing,  while  strictly  conforming  to the  applicable
Specifications,  or (iii) replace such Products with noninfringing  substitutes,
while strictly conforming to the applicable  Specifications.  The obligations of
Furukawa under this subsection 7.4 will survive the expiration or termination of
this Agreement and the Product Warranty Period.

7.5      NO LIABILITY FOR DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW,  IN NO EVENT  SHALL  FURUKAWA  AND ITS  SUPPLIER  BE LIABLE FOR ANY DAMAGES
WHATSOEVER (INCLUDING WITHOUT LIMITATION, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR
INDIRECT  DAMAGES  FOR  PERSONAL  INJURY,  LOSS OF  BUSINESS  PROFITS,  BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING
OUT OF THE USE OF OR  INABILITY TO USE THIS  PRODUCT,  EVEN IF SUPPLIER HAS BEEN
ADVISED  OF THE  POSSIBILITY  OF SUCH  DAMAGES.  IN ANY CASE,  FURUKAWA  AND ITS
SUPPLIERS'  ENTIRE  LIABILITY  UNDER ANY  PROVISION OF THIS  AGREEMENT  SHALL BE
LIMITED TO THE AMOUNT ACTUALLY PAID BY OCP FOR THE PRODUCT.

8.0      AVAILABILITY AND SUPPORT OF PRODUCTS

8.1      SAFETY STOCK.

         There may be  situations  in a  product's  life  where the  demand in a
particular quarter was unexpectedly low. Furukawa is protected because OCP would
have to purchase any unused safety stock,  which is remaining at Furukawa at the
end of every quarter,  within 3 business days after the end of the quarter based
on the safety stock formula described in section 8.1.1.1. At the eventual end of
a product's  life,  Furukawa would again be protected  because OCP would have to
purchase any unused safety stock amounts,  which is remaining at Furukawa at the
end of that final quarter,  within 3 business days after the end of the quarter.
At the time of termination of this agreement by either party,



                                       10
<PAGE>



OCP shall  purchase any unused  safety  stock  amounts,  unless the  termination
occurs  by  Furukawa's  failure,  breach  of this  Agreement,  or any  status as
described in subsection 11(b).

         OCP and  Furukawa  are to keep in stock,  respectively,  over and above
demand,  the "locked  safety stock levels" as listed on the Laser Usage Analysis
(LUA)  spreadsheet,  shown in Appendix 2. The approximate safety stock level for
each part number shall be the calculated  average  monthly usage over the past 3
months (12 weeks).

8.1.1    OCP PURCHASE OF LOCKED SAFETY STOCK

         8.1.1.1  PURCHASE OF LOCKED SAFETY STOCK.

There may be examples when a particular  laser's demand suddenly decreases below
the calculated  "locked" safety stock levels. To prevent undue carrying costs at
FEC, OCP will agree to purchase the balance of the locked safety stock amount at
FEC based on the formula below:

         Example:
         "Locked"  safety  stock level is 500.  OCP and  Furukawa  must keep 500
respectively,  in stock above and beyond demand. "Locked" safety stock level for
the next  quarter  is 200.  In this  example,  the amount OCP would be liable to
purchase  would be 500 - 200 = 300 pcs and the  price for those 300 pcs would be
the  price of the laser as of the lst day of the  recently  ended  quarter.  For
example,  if the  quarter-end  month is September and it is determined  that OCP
must buy some unused FEC safety stock;  the price OCP must pay is the price that
was  established  at the  beginning  of that  quarter.  If FEC does NOT have the
safety stock  available for shipment,  OCP does not have to purchase this safety
stock.  It is the  responsibility  of FEC to provide  information  on the safety
stock levels to OCP via the LUA report update schedule.  Furukawa is required to
replenish  the safety stock level within 2 weeks.  If Furukawa  cannot meet this
requirement, it should inform OCP as to the reasons and provide a recovery plan.

         8.1.1    FREQUENCY OF REVIEW OF LOCKED SAFETY STOCK VALUES

"Locked"  Safety  stock  levels are to be reviewed at the end of each quarter by
OCP.  By  allowing  FEC to release any unused  safety  stock every 12 weeks,  it
limits the  carrying  costs  incurred by  Furukawa.  OCP is to analyze the usage
rates and adjust the safety stock levels every 12 weeks to ensure  proper safety
stock levels are in place most closely matching the current business conditions.
OCP CAN  REQUEST  FURUKAWA,  IN  WRITING,  TO CARRY MORE  SAFETY  STOCK THAN THE
CALCULATIONS REQUIRE, HOWEVER OCP UNDERSTANDS THE RISK INVOLVED WITH MAKING THIS
REQUIREMENT.

         8.1.2    LUA SPREADSHEET

         o        Within 3 business  days after the end of a quarter,  OCP is to
                  submit  new  "locked"   safety   stock   numbers  on  the  LUA
                  spreadsheet and submit to Furukawa.

         o        Within 3  business  days  after  this  event,  Furukawa  is to
                  acknowledge  receipt of the revised LUA spreadsheet,  list its
                  current  safety  stock  inventory  for each part number on the
                  spreadsheet  and submit  them to OCP via  e-mail.  If Furukawa
                  cannot  meet the new  safety  stock  requirements,  it  should
                  inform OCP as to the reasons and provide a recovery plan.



                                       11
<PAGE>



         o        By the 3rd  business  day of each  month,  OCP is to submit an
                  updated LUA spreadsheet to Furukawa. This update shall include
                  current  quantity  on hand,  current  quantity  on order,  MRP
                  demand  for 4 weeks out and any other  pertinent  information.
                  The  spreadsheet  shall  contain a column that  clearly  shows
                  whether  OCP has  enough  parts  on hand  and/or  on  order to
                  maintain the agreed  locked safety stock amount at OCP. If any
                  such  number in this field  shows a needed  quantity to order,
                  OCP shall  take  immediate  steps to get a new P.O.  placed to
                  Furukawa.

         o        Furukawa is to disclose an updated  safety stock status of its
                  parts  to OCP by the  6th  business  day of each  month.  This
                  information  is to be populated  in the correct  column on the
                  LUA spreadsheet and submitted via e-mail.

         o        Furukawa is to utilize this data to analyze trends in OCP.

         o        Every 90 days, the locked safety stock levels will be analyzed
                  and any new levels will be  established  by OCP. If any safety
                  stock  level  increases  by a factor of more  than  two,  then
                  Furukawa's  written  consent is required before the new locked
                  safety level becomes effective.

         8.1.3    REDUCTION OF LOCKED SAFETY STOCK AMOUNT
         If,  during the middle of a quarter,  OCP wishes to reduce the "locked"
         safety  stock  amount,  it can do so only  if  Furukawa  agrees  to the
         request in writing.  Generally, this would be acceptable if FEC did not
         have any safety stock on hand and no product in work in process (WIP).

8.2      REPORTS.  Upon the written request of OCP, Furukawa will provide to OCP
         such  delivery  information  as may be  reasonably  requested  by  OCP,
         including the projected  Shipment  Date,  the Delivery Date required by
         the  Purchase  Order,  and the  projected  actual  date of  delivery of
         Products, identified by Purchase Order number and Product Part Number.

8.3      ADDING AND DELETING  PRODUCTS.  From time to time  Furukawa and OCP may
         mutually  agree in writing to amend  this  Agreement  to add a Product.
         Furukawa  may from time to time delete a Product  from this  Agreement.
         Furukawa  shall be  required  to give  one-year  prior  notice for such
         deletion.  Delivery Date of last shipment of the deleted Product cannot
         be beyond 90 days after the expiration of the one-year period.

8.4      PRODUCT CHANGE APPROVAL
         Furukawa  must inform OCP of any changes to any such  products and must
         obtain OCP's approval.

8.5      AUDIT AND INSPECTION.  During the term of this Agreement,  and upon not
less than five Days' prior written  notice to Furukawa,  OCP will have the right
to audit and reproduce for its analysis any of Furukawa's quality and purchasing
records  relating to the performance of this Agreement.  Furukawa will keep such
records  for at least  five  years.  OCP will also have the right to  inspect at
OCP's  expense,  Furukawa's  manufacturing  and/or  distribution  facilities for
Products or for any  Materials  or  components  thereof  supplied by third party
suppliers.  Both  parties  must  agree to  details  of such a  planned  audit or
inspection.  At OCP's  request,  Furukawa will provide a  technically  qualified
employee to assist OCP in any such audit or inspection.

9.       CONFIDENTIALITY

During the term of this Agreement, either party (the "Acquiring Party") may have
the  opportunity  to acquire  and/or  obtain  access to, with the prior  written
consent of the other party, Confidential Information relating to Products of the
other party and its subsidiaries and affiliates  (collectively,  the "Disclosing
Party") through  discussions  with employees



                                       12
<PAGE>



and independent contractors of the Disclosing Party.  "Confidential Information"
means  all  confidential  and/or  proprietary   information  and  trade  secrets
developed  by a party,  or with respect to which a party  acquires  knowledge in
connection with the performance of its obligations under this Agreement,  during
the term of this  Agreement and  thereafter,  including the  existence,  subject
matter,  and contents of this Agreement,  the  Specifications  and any marketing
strategies,  technical  information,  product development  information,  pricing
information, acquired in the course of performance of this Agreement. Each party
will keep confidential  Information strictly  confidential.  The Acquiring Party
shall neither disclose  Confidential  Information of the Disclosing Party to any
third party, nor permit  Confidential  Information of the Disclosing Party to be
disclosed to any  contractor,  employee or agent not involved  directly with the
performance of its obligations under this Agreement,  except with the Disclosing
Party's prior written  consent.  The Acquiring Party will take every  reasonable
precaution to protect the  confidentiality  of  Confidential  Information of the
Disclosing  Party in a manner  consistent with the efforts  exercised by it with
respect to the Acquiring  Party's own  confidential  information of like kind or
importance,  and shall exercise due care in the enforcement of this  obligation.
The covenants of this Section 9 will not apply to  information  which (i) can be
demonstrated  to have been known to the  Acquiring  Party prior to the Effective
Date, (ii) is later obtained by the Acquiring  Party from another source,  (iii)
is in, or enters into, the public  domain,  in each case,  without  violation of
this  Agreement  or any other  confidentiality  or  nondisclosure  agreement  or
obligations,  or (iv) is  required  to be  disclosed  pursuant to the order of a
court or  regulatory  agency acting within its  authority.  The Acquiring  Party
shall take all actions reasonable and necessary to ensure that its employees and
contractors  are  advised  of,  and bound by, the terms of this  Agreement.  The
Acquiring Party's obligations under this Section 9 shall survive the termination
or expiration of this Agreement.

10.      DISCLAIMER OF CERTAIN DAMAGES

EXCEPT WITH RESPECT TO FURUKAWA'S INDEMNIFICATION  OBLIGATIONS UNDER SUBSECTIONS
7.3 AND 7.4 OF THIS AGREEMENT AND THE OBLIGATIONS OF THE PARTIES UNDER SECTION 9
ABOVE,  NEITHER  PARTY  SHALL HAVE ANY  LIABILITY  TO THE OTHER FOR  INCIDENTAL,
CONSEQUENTIAL,  INDIRECT,  SPECIAL,  OR  PUNITIVE  DAMAGES,  OR FOR ANY  LOSS OF
PROFITS,  BUSINESS OR SAVINGS,  EVEN IF THE INDEMNIFYING  PARTY IS, OR HAS BEEN,
INFORMED OF THE POSSIBILITY OR EXISTENCE OF SUCH DAMAGES.

11.      TERMINATION

Either  party may  terminate  this  Agreement,  in whole or in part,  by written
notice to the other, without further obligation to the other, if:

         (a)      The other  party fails to perform any  material  provision  of
                  this  Agreement,  and fails to cure the failure  within thirty
                  Days after receipt of notice thereof.


         (b)      The other party becomes insolvent, bankruptcy,  liquidation or
                  dissolution,  or  makes  an  assignment  for  the  benefit  of
                  creditors, proceedings in voluntary or involuntary bankruptcy,
                  bankruptcy  or any law  shall be  instituted  on  behalf of or
                  against  the said party,  or a receiver or similar  officer is
                  appointed  to take  charge  of all or  part  of  such  party's
                  assets.  This could be the result of voluntary or  involuntary
                  bankruptcy, liquidation or dissolution.


         (c)      An  event of  force  majeure  occurs  in  accordance  with the
                  provisions  of  subsection   12.3  of  this   Agreement,   and
                  performance  by either  party is delayed  for more than ninety
                  days.




                                       13
<PAGE>



12.      MISCELLANEOUS

12.1     NOTICE.

         12.1.1  Delivery.  Any notice or demand  which  under the terms of this
Agreement or under any statute must be given or made by Furukawa or OCP shall be
in  writing  and shall be given or made by fax or  similar  communication  or by
certified  or  registered  mail  or  by a  reputable  express  delivery  service
addressed to the respective parties as follows:

         To:      Optical Communications Products, Inc.
                  6101 Variel Ave.
                  Woodland Hills, CA  91367

                  Attention:  Mike Porter



         To:      The Furukawa Electric Co., Ltd.
                  6-1, Marunouchi 2-Chome, Chiyoda-ku,
                  Tokyo 100-8322 Japan

                  Attention:  Seiji Uchida

         12.1.2  Effectiveness.  Such  notice or demand  shall be deemed to have
been given or made when sent by fax or upon  receipt  when sent by other  means.
The above  addresses  may be  changed  at any time by giving  thirty  Days prior
written notice as provided above.

12.2     ASSIGNMENT OR  SUBCONTRACTING.  Neither party may assign this Agreement
nor may any  duties or  obligations  of either  party  under this  Agreement  be
delegated to any other party or subcontractor  without the prior written consent
of the other Party,  which shall not be unreasonably  withheld.  Notwithstanding
the foregoing, either party shall have the right, without the written consent of
the other, to assign this Agreement to a Financially Responsible Affiliate or to
a Financially Responsible successor in ownership of substantially all the assets
of the  assigning  party if the  Affiliate  or  successor  expressly  assumes in
writing the terms and  conditions  hereof and the  obligations  of the assigning
party under this  Agreement.  "Affiliate"  means any person,  company,  firm, or
corporation controlling,  controlled by, or under common control with, the party
of  reference.  "Financially  Responsible"  means having  sufficient  financial,
operating and  personnel  resources to carry out the party's  obligations  under
this Agreement reliably and without otherwise materially adversely affecting its
viability or its ability to carry out its obligations to third parties.

12.3     FORCE MAJEURE.  Neither  Furukawa nor OCP shall be held responsible for
any delay or failure in  performance of any part of this Agreement to the extent
that such delay or failure is caused by fire,  flood,  explosion,  war,  strike,
embargo, government requirement, civil or military authority, act of God, or any
other similar causes beyond the control of Furukawa or OCP ("Condition"). If any
such  Condition  occurs,  the party  delayed  or unable to  perform  shall  give
immediate  notice to the other party  describing the nature of the condition and
its anticipated effect upon performance.



                                       14
<PAGE>



12.4     CHOICE OF LAW.  This  Agreement  shall be governed by and  construed in
accordance  with the laws of Japan  (excluding  it rules  regarding  conflict of
laws).

12.5     NEGOTIATION,  MEDIATION,  ARBITRATION.  Any dispute  arising out of, or
relating to, this Agreement  shall be exclusively  settled in the Tokyo District
Court of Japan with respect to all controversies arising from the interpretation
and performance with this Agreement.

(a)      Negotiation.  The  parties  shall  attempt in good faith to resolve any
         dispute  arising out of, or relating  to,  this  Agreement  promptly by
         negotiation  between executives who shall have sufficient  authority to
         sign a binding settlement agreement.

(e)      Tolling.  All applicable statutes of limitation and defenses based upon
         the passage of time shall be tolled while the  procedures  specified in
         this subsection 12.6 are pending.  The parties will take such action as
         may be required to effectuate such tolling.

(f)      Enforcement  Costs. If any legal action or other  proceeding is brought
         for  the  enforcement  of any of  the  terms  of  this  Agreement,  the
         prevailing party will be entitled to recover reasonable attorneys' fees
         and other costs incurred in the action or proceeding in addition to any
         other relief to which it may be entitled.

12.6     PUBLICITY.  Each  party  agrees  to  submit  to  the  other  party  all
advertising,  sales  promotion,  press  releases  and  other  publicity  efforts
relating directly or significantly to this Agreement. Both parties further agree
not to publish or use such  advertising,  sales  promotion,  press releases,  or
publicity  efforts without the other party's prior written consent,  which shall
not  be  unreasonably   denied.  The  foregoing  shall  not  apply  to  internal
announcements,  newsletters  or  information  on  electronic  "bulletin  boards"
intended solely for the dissemination of information to a party's employees.

12.7     LEGAL COMPLIANCE. Each party covenants and represents to the other that
it has complied,  and will comply,  with the provisions of all applicable  state
and federal  laws and  regulations  and will use its best efforts to comply with
all local and municipal regulations.

12.8     AMENDMENTS.  No Change Order or amendment  of this  Agreement  shall be
effective unless it is in writing and signed by duly authorized  representatives
of both parties.

12.9     NON-WAIVER.  A  party's  failure  at any  time  to  enforce  any of the
provisions of this  Agreement or any right or remedy  available  hereunder or at
law or equity,  or to exercise  any option  herein  provided,  will in no way be
construed  to be a waiver of such  provisions,  rights,  remedies  or options or
affect the  validity of this  Agreement.  The  exercise  by either  party of any
rights,  remedies or options  provided  hereunder  or at law or equity shall not
preclude or prejudice the exercising thereafter of the same or any other rights,
remedies or options.

12.10    AUTHORITY.  Each party  represents that it has full power and authority
to enter into and perform this Agreement, and the person signing this Agreement,
on behalf of each, has been properly authorized and empowered to enter into this
Agreement, understands it, and agrees to be bound by it.

12.11    NON-AGENCY.  Each of the parties  shall perform its  obligations  under
this Agreement as an independent  contractor.  Nothing herein contained shall be
deemed to create an agency,  joint venture or partnership  relationship  between
them.



                                       15
<PAGE>



12.12    ENTIRE  AGREEMENT.  This  Agreement,   together  with  the  Appendices,
constitutes  the entire  agreement  between  OCP and  Furukawa  relating  to the
subject matter of this Agreement.  It does not, however,  supersede,  modify, or
terminate any nondisclosure agreement in effect between the parties.

12.13    SEVERABILITY.  In the  event  that  any one or  more of the  provisions
contained  herein  shall,  for any reason,  be held to be  unenforceable  in any
respect,  such  unenforceability  shall not affect any other  provision  of this
Agreement,  but this Agreement shall then be construed as if such  unenforceable
provision or provisions never had been contained herein.  However,  in the event
any such  provision is considered an essential  element of this  Agreement,  the
parties  shall  promptly  use their  best  efforts  to  negotiate  a  substitute
provision.

12.14    CONFLICT OR  INCONSISTENCY.  Any conflict or inconsistency in the terms
of any of the following  documents  will be resolved in the  following  order of
priority: (i) this Agreement, (ii) a Purchase Order, (iii) a Release.

12.15    SURVIVAL.  Expiration or  termination  of this Agreement for any reason
will not release either party from any  liabilities  or  obligations  set out in
this Agreement which (a) the parties have expressly agreed will survive any such
expiration  or  termination,  or (b) by their  nature  would be  intended  to be
applicable following any such expiration or termination.

12.16    COUNTERPARTS.  This  Agreement  may be executed  simultaneously  in any
number of  counterparts,  each of which will be deemed an  original,  but all of
which together will constitute a single instrument.

12.17    HEADINGS.  The inserted headings are for convenient  reference only and
         will not be used to construe or interpret this Agreement.

12.18    QUALITY STANDARDS AND GOALS - OCP will establish  objective measures of
         quality  (such as incoming  inspection  rejections,  parts per million,
         scrap, delivery,  etc.) and quality goals. OCP will establish reporting
         requirements  regarding  the  fulfillment  of such quality  goals.  OCP
         administers a Furukawa  Certification Program. As part of this program,
         Furukawa may become  disqualified  from OCP's Approved  Vendor List, if
         Furukawa is unable to meet and maintain  certain  performance  criteria
         (i.e. On Time Delivery, Excessive Defects etc.).

12.19    ONGOING  RELIABILITY   TESTING-  Furukawa  will  establish  an  ongoing
reliability  test process  (program) for the products  supplied to OCP, OCP will
provide Furukawa with its quality assurance  requirements for each product (i.e.
Failures In Time Rate (F.I.T.),  Mean Time To Failure (M.T.T.F.) etc.). Furukawa
will notify OCP to any quality  related  problems  within 72 hours of  discovery
that   compromise   product   quality   or  fail  to  meet   agreed  to  product
specifications.




                                       16
<PAGE>



Executed by the parties designated below as of the Effective Date.



OPTICAL COMMUNICATION PRODUCTS, INC.           THE FURUKAWA ELECTRIC CO., LTD.

By:  /s/ Mohammad Ghorbanali                   By:  /s/ Takeo Shimizu
     ---------------------------------              ----------------------------

Name:  Mohammad Ghorbanali                     Name:  Takeo Shimizu
       -------------------------------                --------------------------
Title:  Chief Operating Officer                Title:  General Manager, OD Dept.
       -------------------------------                 -------------------------

Date:             10/01/03                     Date:             10/01/03
      --------------------------------                --------------------------

Signed at:  California, USA                    Signed at:  Yokohama, Japan
            --------------------------                     ---------------------







                                       17
<PAGE>



                                   Appendix 1
                      Products, Descriptions, Price Tables

                                     [*****]

                                   Appendix 2
                                 LUA spreadsheet

                                     [*****]

                                   Appendix 3
                          Table of Basic Contract Terms

-------------------------------------- -----------------------------------------
Effective Date                         10-01-03
-------------------------------------- -----------------------------------------
Initial Term                           One Year
-------------------------------------- -----------------------------------------
Product Payment Period                 Net 45 Days
-------------------------------------- -----------------------------------------
Order Rescheduling Period              14 Days with Furukawa's consent
-------------------------------------- -----------------------------------------
Order Cancellation Period              14 Days with Furukawa's consent
-------------------------------------- -----------------------------------------

-------------------------------------- -----------------------------------------
Forecast                               Monthly update on LUA (4 weeks ahead)
-------------------------------------- -----------------------------------------
Safety Stock                           Yes
-------------------------------------- -----------------------------------------
DDP Location                           Optical Communication Products, Inc.
                                       6101 Variel Ave., Woodland Hills,
                                       CA 91367 U.S.A. and
                                       Optical Communication Products, Inc.
                                       Bury St. Edmunds, Ventura House,
                                       Kempson Way, Suffolk UK IP327AR,
                                       United Kingdom
-------------------------------------- -----------------------------------------
Minimum Order Quantities               None
-------------------------------------- -----------------------------------------
Product Rejection Period               30 Days
-------------------------------------- -----------------------------------------
Product Warranty Period                1 Year
-------------------------------------- -----------------------------------------
Repair or Replacement Period           30 business Days
-------------------------------------- -----------------------------------------
Lead Time                              3 months
-------------------------------------- -----------------------------------------

                                   Appendix 4
                                 Specifications

Specifications of the Products, including any components or spare parts embedded
in the  Products,  to be  furnished  by Furukawa  and  reviewed  and approved in
writing by OCP prior to  becoming  effective.  Purchasing  to supply  either the
specifications  or a reference  indicating  where the specs can be located.  The
Specifications  will always include the following  statement:  "No Class 1 ozone
depleting  substance is used in the  manufacture of or is  incorporated  in, the
Products  or,  if any  such  substance  is used  in the  manufacture  of,  or is
incorporated  in,  the  Products,  then each such  Product is  properly  labeled
pursuant to applicable federal law. "

[*****]  Material is confidential and has been omitted and filed separately with
the Securities and Exchange Commission.



                                       18