<PAGE>

                                                                    EXHIBIT 10.1

                             STOCKHOLDERS' AGREEMENT

                                     Between

                               AVANEX CORPORATION,

                                     ALCATEL

                                       and

                              CORNING INCORPORATED

                            Dated as of July 31, 2003

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                                TABLE OF CONTENTS

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                                                                                                                        PAGE
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ARTICLE 1 DEFINITIONS................................................................................................      1

         1.1      Certain Definitions................................................................................      1

ARTICLE 2 STANDSTILL AND RELATED COVENANTS...........................................................................      5

         2.1      Standstill Provisions..............................................................................
         2.2      Voting.............................................................................................      6

ARTICLE 3 RESTRICTIONS ON TRANSFER OF SECURITIES; COMPLIANCE WITH SECURITIES LAWS....................................      6

         3.1      Restrictions on Transfer...........................................................................      6
         3.2      Restrictive Legends................................................................................      9
         3.3      Procedures for Certain Transfers...................................................................      9
         3.4      Covenant Regarding Exchange Act Filings............................................................     10

ARTICLE 4 REGISTRATION RIGHTS........................................................................................     11

         4.1      Initial Registration; Demand Registration..........................................................     11
         4.2      Piggyback Registration.............................................................................     12
         4.3      Registration Procedures, Rights and Obligations....................................................     14
         4.4      Expenses...........................................................................................     17
         4.5      Indemnification....................................................................................     17
         4.6      Issuances by Avanex or Other Holders...............................................................     18
         4.7      Information by the Stockholders....................................................................     19
         4.8      Market Standoff Agreement..........................................................................     19
         4.9      Restrictions on Transfer...........................................................................     19
         4.10     Termination........................................................................................     19

ARTICLE 5 RIGHT OF FIRST REFUSAL.....................................................................................     19

ARTICLE 6 BOARD OF DIRECTORS.........................................................................................     21

         6.1      Election of Directors..............................................................................     21
         6.2      Replacement Directors..............................................................................     21
         6.3      Resignation of Directors...........................................................................     21

ARTICLE 7 REPRESENTATIONS AND WARRANTIES.............................................................................     22

         7.1      Representations and Warranties of Avanex...........................................................     22
         7.2      Representations and Warranties of Corning..........................................................     22
         7.3      Representations and Warranties of Alcatel..........................................................     23

ARTICLE 8 MISCELLANEOUS..............................................................................................     23

         8.1      Amendment; Waiver..................................................................................     23
         8.2      Notices............................................................................................     24
         8.3      Interpretation.....................................................................................     25
         8.4      Counterparts.......................................................................................     25
         8.5      Entire Agreement; Third-Party Beneficiaries........................................................     25
</TABLE>

                                       -i-

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<TABLE>
<S>                                                                                                                       <C>
         8.6      Severability.......................................................................................     25
         8.7      Other Remedies; Specific Performance...............................................................     25
         8.8      Governing Law; Jurisdiction........................................................................     26
         8.9      Rules of Construction..............................................................................     26
         8.10     Assignment.........................................................................................     26
         8.11     Waiver of Jury Trial...............................................................................     27
         8.12     Further Assurances.................................................................................     27
         8.13     Automatic Adjustments to Share Numbers.............................................................     27
         8.14     Liability..........................................................................................     27
</TABLE>

Schedules

Schedule I                 Alcatel Competitors

                                      -ii-

<PAGE>

                             STOCKHOLDERS' AGREEMENT

THIS STOCKHOLDERS' AGREEMENT (the "AGREEMENT") is made and entered into as of
July 31, 2003, among Avanex Corporation, a Delaware corporation ("AVANEX"),
Alcatel, a societe anonyme with a capital of 2,529,416,996 euros, its registered
office at 54, rue La Boetie 75008, Paris, France and registered in the Registry
of Commerce and Companies under number 542019096 ("ALCATEL"), and Corning
Incorporated, a New York corporation ("CORNING"). Corning and Alcatel are
together referred to herein as the "STOCKHOLDERS," and each of them is referred
to herein as a "STOCKHOLDER."

                                    RECITALS

         A. Pursuant to the terms of a Share Acquisition and Asset Purchase
Agreement, dated as of May 12, 2003 (the "PURCHASE AGREEMENT"), by and among
Avanex, Alcatel and Corning, (1) Avanex will acquire from Alcatel, and Alcatel
will sell to Avanex, all of the issued and outstanding share capital of Alcatel
Optronics SA in consideration for which Avanex shall issue to Alcatel shares of
Avanex Common Stock (the "ALCATEL SHARES"), upon the terms and subject to the
conditions set forth in the Purchase Agreement, and (2) Avanex will purchase
from Corning, and Corning will sell to Avanex, certain assets of Corning, in
consideration for which Avanex shall issue to Corning or any of its Affiliates
shares of Avanex Common Stock (the "CORNING SHARES," and together with the
Alcatel Shares, the "CONSIDERATION SHARES"), upon the terms and subject to the
conditions set forth in the Purchase Agreement.

         B. The Purchase Agreement provides for the execution and delivery of
this Agreement.

         NOW, THEREFORE, in consideration of the representations, warranties,
covenants and conditions herein and in the Purchase Agreement, the parties
hereto hereby agree as follows:

                                   ARTICLE 1
                                  DEFINITIONS

         1.1      Certain Definitions. As used in this Agreement:

                  (a) "AFFILIATE" or "AFFILIATE" shall have the meaning provided
in Rule 144(a)(1) under the Securities Act.

                  (b) "ALCATEL" has the meaning set forth in the preamble hereto
and includes any Person controlling Alcatel.

                  (c) "ALCATEL SHARES" has the meaning set forth in the recitals
hereto.

                  (d) "AVANEX" has the meaning set forth in the preamble hereto.

<PAGE>

                  (e) "AVANEX SECURITIES" means all shares of capital stock of
Avanex, and all options, warrants, convertible securities or other rights to
acquire any shares of capital stock of Avanex or securities or instruments
exchangeable or exercisable for, or convertible into, shares of capital stock of
Avanex.

                  (f) "AVANEX TRANSACTION PROPOSAL" has the meaning set forth in
Section 2.1(b).

                  (g) "BOARD" means the Board of Directors of Avanex.

                  (h) "BENEFICIAL OWNERSHIP" or "BENEFICIAL OWNER" has the
meaning provided in Rule 13d-3 under the Exchange Act. References to ownership
of Voting Securities hereunder mean record or beneficial ownership.

                  (i) "BUSINESS DAY" means any day except a Saturday, Sunday or
other day on which commercial banks in New York, California or Paris, France are
authorized by law to close.

                  (j) "CORNING" has the meaning set forth in the preamble hereto
and includes any Person controlling Corning.

                  (k) "CORNING DESIGNEE" has the meaning set forth in Section
6.1.

                  (l) "CORNING SHARES" has the meaning set forth in the recitals
hereto.

                  (m) "CONSIDERATION SHARES" has the meaning set forth in the
recitals hereto.

                  (n) "CUMULATIVE BASIS" has the meaning set forth in Section
3.1(b)(i).

                  (o) "DEMANDING STOCKHOLDER" has the meaning set forth in
Section 4.1(b).

                  (p) "DEMAND MANAGING UNDERWRITER" has the meaning set forth in
Section 4.3(d).

                  (q) "DEMAND MARKET CUT-BACK" has the meaning set forth in
Section 4.3(e).

                  (r) "DEMAND REGISTRABLE SECURITIES" has the meaning set forth
in Section 4.1(b).

                  (s) "DEMAND REGISTRATION STATEMENT" has the meaning set forth
in Section 4.1(b).

                  (t) "DEMAND REQUEST" has the meaning set forth in Section
4.1(b).

                  (u) A Person shall be deemed to have effected a "DISPOSITION"
of a security if such Person, directly or indirectly, (i) offers to sell,
contracts to sell, makes any short sale of, or otherwise sells, disposes of,
loans, gifts, pledges, assigns, encumbers or grants any options or rights with
respect to, such security or any interest therein or any security convertible
into or exchangeable or exercisable for any such security, (ii) enters into any
swap, hedge or other arrangement that transfers, in whole or in part, any of the
economic consequences of ownership of such security, or (iii) enters into any
agreement or understanding with respect to the foregoing.

                                       -2-

<PAGE>

                  (v) "EXCHANGE ACT" means the United States Securities Exchange
Act of 1934, as amended.

                  (w) "FINANCIAL ARBITRATOR" shall mean a nationally recognized
investment banking firm.

                  (x) "FIRST QUARTER" has the meaning set forth in Section
3.1(b)(i).

                  (y) "FIRST RELEASE PERIOD" has the meaning set forth in
Section 3.1(b)(i).

                  (z) "FOURTH QUARTER" has the meaning set forth in Section
3.1(b)(i).

                  (aa) "GROUP" or "GROUP" shall have the meaning provided in
Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated
thereunder, but shall exclude any institutional underwriter purchasing Voting
Securities in connection with an underwritten registered offering for purposes
of a distribution of such securities.

                  (bb) "INDEMNIFIED PARTY" has the meaning set forth in Section
4.5(c).

                  (cc) "INDEMNIFYING PARTY" has the meaning set forth in Section
4.5(c).

                  (dd) "INITIAL LOCK-UP PERIOD" means the period ending two
Business Days prior to the first anniversary of the Share Acquisition Closing,
in the case of Alcatel, and the Asset Purchase Closing, in the case of Corning.

                  (ee) "INITIAL REGISTRATION STATEMENT" has the meaning set
forth in Section 4.1(a).

                  (ff) "LOCK-UP EXCEPTIONS" has the meaning set forth in Section
3.1(a).

                  (gg) "NEW SECURITIES" has the meaning set forth in Article 5.

                  (hh) "PARTICIPATING STOCKHOLDER" has the meaning set forth in
Section 4.2(b).

                  (ii) "PERSON" shall mean any Person, individual, corporation,
partnership, trust, limited liability company or other non-governmental entity
or any governmental agency, court, authority or other body (whether foreign,
federal, state, local or otherwise).

                  (jj) "PIGGYBACK REGISTRABLE SECURITIES" has the meaning set
forth in Section 4.2(a).

                  (kk) "PIGGYBACK REGISTRATION STATEMENT" has the meaning set
forth in Section 4.2(a).

                  (ll) "PIGGYBACK REQUEST" has the meaning set forth in Section
4.2(a).

                  (mm) "PIGGYBACK UNDERWRITING AGREEMENT" has the meaning set
forth in Section 4.2(b).

                  (nn) "PUBLIC OFFERING LOCK-UP" has the meaning set forth in
Section 4.8.

                                       -3-

<PAGE>

                  (oo) "PURCHASE AGREEMENT" has the meaning set forth in the
recitals hereto.

                  (pp) "QUARTER" has the meaning set forth in Section 3.1(b)(i).

                  (qq) "REGISTER," "REGISTERED" and "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.

                  (rr) "REGISTRABLE SECURITIES" means (i) the Alcatel Shares,
(ii) the Corning Shares and (iii) any securities issued in respect of the
foregoing as a result of any stock split, stock dividend, recapitalization, or
similar transaction.

                  (ss) "RESTRICTED SECURITIES" has the meaning set forth in
Section 3.2(a).

                  (tt)     "SECURITIES ACT" means the United States Securities
Act of 1933, as amended.

                  (uu) "SEC" means the United States Securities and Exchange
Commission or any other United States federal agency administering the
Securities Act.

                  (vv) "SECOND QUARTER" has the meaning set forth in Section
3.1(b)(i).

                  (ww) "STANDSTILL PERIOD" has the meaning set forth in Section
2.1.

                  (xx) "STOCKHOLDERS" and "STOCKHOLDER" have the meanings set
forth in the preamble hereto.

                  (yy) "SUBSTITUTE DIRECTOR" has the meaning set forth in
Section 6.2.

                  (zz) "SUSPENSION CONDITION" has the meaning set forth in
Section 4.3(g).

                  (aaa) "SUSPENSION PERIOD" has the meaning set forth in Section
4.3(g).

                  (bbb) "THIRD QUARTER" has the meaning set forth in Section
3.1(b)(i).

                  (ccc) "VOTING SECURITIES" means all securities of Avanex
entitled, in the ordinary course, to vote in the election of directors of
Avanex, and all options, warrants, convertible securities or other rights to
acquire any securities of Avanex or securities or instruments exchangeable or
exercisable for, or convertible into, securities of Avanex; provided that Voting
Securities shall not include stockholder rights or other comparable securities
that acquire such voting rights only upon the happening of a trigger event or
comparable contingency and which can only be transferred together with the
securities to which they attach. References herein to meetings of holders of
Voting Securities shall include meetings of any class or type thereof.

         All capitalized terms used and not defined herein shall have the
respective meanings assigned to such terms in the Purchase Agreement.

                                       -4-

<PAGE>

                                    ARTICLE 2

                        STANDSTILL AND RELATED COVENANTS

         2.1 Standstill Provisions. Beginning on the date of this Agreement
until the third anniversary of the Share Acquisition Closing, in the case of
Alcatel, or the Asset Purchase Closing, in the case of Corning (in each case, as
applicable to such Stockholder, the "STANDSTILL PERIOD"), without the prior
written consent of the Board or approval by vote at a meeting of the Board
(excluding, in the case of Corning, the Corning Designee), each Stockholder
covenants and agrees not to, and that it shall not cause or permit its
respective Affiliates to, directly or indirectly, alone or in concert with any
other Affiliate, group or Person:

                  (a) except for the Alcatel Shares and the Corning Shares,
acquire, offer or propose to acquire or agree to acquire, directly or
indirectly, whether through market purchases, tender or exchange offer,
acquisition of control (including by way of merger or consolidation) or
otherwise, record or beneficial ownership of, or the right to vote, any Avanex
Securities; provided, however, that the prior written consent of the Board shall
not be required for (i) the acquisition of any Avanex Securities resulting from
a stock split, stock dividend or similar recapitalization by Avanex, or (ii)
incidental indirect investments made by employee benefit plan-related trusts;

                  (b) propose or seek to effect a merger, consolidation,
recapitalization, reorganization, restructuring, sale, lease, exchange or other
disposition of substantially all of the assets of, or other business combination
involving, or a tender or exchange offer for securities of, Avanex or any of its
subsidiaries or any material portion of Avanex's or such subsidiary's business
or assets, or any other type of transaction that would result in the
stockholders of Avanex immediately preceding such transaction holding, directly
or indirectly, less than fifty percent (50%) of the equity interests in the
surviving or resulting entity of such transaction or in any parent entity
immediately following such transaction (any such action in this Section 2.1(b)
being referred to herein as an "AVANEX TRANSACTION PROPOSAL");

                  (c) publicly seek to exercise any control or influence over
the management of Avanex or the Board or any of the businesses, operations or
policies of Avanex, provided, however, that the Corning Designee may take any
action necessary in order for such designee to fulfill his or her fiduciary
obligations to the stockholders of Avanex;

                  (d) solicit proxies (or written consents) or assist or
participate in any other way, directly or indirectly, in any solicitation of
proxies (or written consents), or otherwise become a "PARTICIPANT" in a
"SOLICITATION," or assist any "PARTICIPANT" in a "SOLICITATION" (as such terms
are defined under the Exchange Act) in opposition to the recommendation or
proposal of the Board; or

                  (e) except as contemplated herein, form, join in or in any
other way (including by deposit of Avanex Securities) participate in a "group"
with unaffiliated Persons, or in a partnership, pooling agreement, syndicate or
voting trust, with respect to any of Avanex Securities, or enter into any
agreement or arrangement or otherwise act in concert with any other unaffiliated
Person, for the purpose of acquiring, holding, voting or disposing of any of
Avanex Securities; provided, however,

                                       -5-

<PAGE>

that the provisions of this Section 2.1 shall not apply to any acquisition by
Alcatel or any of its Affiliates, or by Corning or any of its Affiliates, of up
to five percent (5%) in the aggregate of Avanex Securities pursuant to an
acquisition, business combination or merger with an entity that holds Avanex
Securities on the date of the closing of such acquisition, business combination
or merger.

         2.2 Voting. Without the prior written consent of the full Board:

                  (a) For so long as Corning, together with its Affiliates, owns
5% or more of the outstanding Voting Securities, (i) Corning shall take such
action (and shall cause each Affiliate of Corning that beneficially owns Voting
Securities to take such action) as may be required so that all Voting Securities
beneficially owned by Corning (or any such Affiliate of Corning) from time to
time are voted on all matters to be voted on by holders of Voting Securities in
the manner recommended by a majority of the Board, and (ii) Corning (or any
Affiliate of Corning), as the holder of Voting Securities, shall be present, in
Person or by proxy, at all meetings of the stockholders of Avanex so that all
Voting Securities beneficially owned by Corning (or such Affiliate of Corning)
from time to time may be counted for the purposes of determining the presence of
a quorum at such meetings.

                  (b) For so long as Alcatel owns 5% or more of the outstanding
Voting Securities, (i) Alcatel shall take such action (and shall cause each
Affiliate of Alcatel that beneficially owns Voting Securities to take such
action) as may be required so that all Voting Securities beneficially owned by
Alcatel (or any such Affiliate of Alcatel) from time to time are voted on all
matters to be voted on by holders of Voting Securities in the manner recommended
by the Board; and (ii) Alcatel (or any Affiliate of Alcatel), as the holder of
Voting Securities, shall be present, in Person or by proxy, at all meetings of
the stockholders of Avanex so that all Voting Securities beneficially owned by
Alcatel (or such Affiliate of Alcatel) from time to time may be counted for the
purposes of determining the presence of a quorum at such meetings; provided that
the foregoing voting obligations of Alcatel shall not apply with respect to any
Avanex Transaction Proposal between Avanex and any competitor of Alcatel listed
on Schedule I hereto.

                  (c) The foregoing provisions shall also apply to the execution
by Corning (or any Affiliate of Corning) or Alcatel, as the case may be, of any
written consent in lieu of a meeting of holders of Voting Securities.

                                    ARTICLE 3

     RESTRICTIONS ON TRANSFER OF SECURITIES; COMPLIANCE WITH SECURITIES LAWS

         3.1 Restrictions on Transfer.

                  (a) During the Initial Lock-Up Period, each Stockholder
covenants and agrees that it shall not, and shall not cause or permit any of its
respective Affiliates to, effect any Disposition with respect to any Avanex
Securities now owned or hereafter acquired, or with respect to which Corning

                                       -6-

<PAGE>

or Alcatel (or any of their respective Affiliates) has or hereafter acquires the
power of disposition, subject to the following exceptions for Dispositions (the
"LOCK-UP EXCEPTIONS"):

                           (i)      to any Person or group approved in writing
in advance by the Board;

                           (ii)     to its Affiliate, so long as such Affiliate
agrees in writing (in form reasonably acceptable to Avanex) to hold such Avanex
Securities subject to all the provisions of this Agreement, and so agrees to
transfer such Avanex Securities to Corning or Alcatel, as the case may be, or
another Affiliate of Corning or Alcatel, as the case may be, if it ceases to be
an Affiliate of Corning or Alcatel, as the case may be; and

                           (iii) in response to a tender offer or exchange offer
made by Avanex or recommended by the Board, or pursuant to a merger,
consolidation or other business combination involving Avanex approved by the
Board.

                  (b) Following the expiration of the Initial Lock-Up Period,
the following restrictions on transfer shall apply:

                           (i)      In each case subject to the continued
application of the Lock-Up Exceptions: (A) from the expiration of the Initial
Lock-Up Period until the end of the calendar quarter in which the Initial
Lock-Up Period expires (the "FIRST RELEASE PERIOD"), Corning may effect
Dispositions of up to 10% of the Corning Shares, (B) in the first calendar
quarter following the expiration of the First Release Period (the "FIRST
QUARTER"), but in any event at least 30 calendar days after the last Disposition
effected by Corning during the First Release Period, Corning may effect
Dispositions of up to an additional 10% of the Corning Shares on a Cumulative
Basis (as defined below) such that, at the end of the First Quarter, Corning
holds at least 80% of the Corning Shares, (C) in the second calendar quarter
following the expiration of the First Release Period (the "SECOND QUARTER"),
Corning may effect Dispositions of up to an additional 10% of the Corning Shares
on a Cumulative Basis such that, at the end of the Second Quarter, Corning holds
at least 70% of the Corning Shares, (D) in the third calendar quarter following
the expiration of the First Release Period (the "THIRD QUARTER"), Corning may
effect Dispositions of up to an additional 10% of the Corning Shares on a
Cumulative Basis such that, at the end of the Third Quarter, Corning holds at
least 60% of the Corning Shares, (E) in the fourth calendar quarter following
the expiration of the First Release Period (the "FOURTH QUARTER," and each of
the First Quarter, Second Quarter, Third Quarter and Fourth Quarter, a
"QUARTER"), Corning may effect Dispositions of up to an additional 10% of the
Corning Shares on a Cumulative Basis such that, at the end of the Fourth
Quarter, Corning holds at least 50% of the Corning Shares, and (F) following the
expiration of the Fourth Quarter, there will be no further restrictions on
Dispositions by Corning pursuant to this Agreement. For purposes of this Section
3.1, "CUMULATIVE BASIS" means that, in any given calendar quarter, the
Stockholder may transfer the number of Consideration Shares permitted to be
transferred in that calendar quarter plus a number of Consideration Shares equal
to the difference between (x) the aggregate maximum number of Consideration
Shares permitted to be transferred in the previous calendar quarter(s) and (y)
the number of Consideration Shares actually transferred by the relevant
Stockholder.

                                       -7-

<PAGE>

                           (ii)     In each case subject to the continued
application of the Lock-Up Exceptions: (A) during the First Release Period,
Alcatel may effect Dispositions of up to 10% of the Alcatel Shares, (B) in the
First Quarter, but in any event at least 30 calendar days after the last
Disposition effected by Alcatel during the First Release Period, Alcatel may
effect Dispositions of up to an additional 10% of the Alcatel Shares on a
Cumulative Basis such that, at the end of the First Quarter, Alcatel holds at
least 80% of the Alcatel Shares, (C) in the Second Quarter, Alcatel may effect
Dispositions of up to an additional 10% of the Alcatel Shares on a Cumulative
Basis such that, at the end of the Second Quarter, Alcatel holds at least 70% of
the Alcatel Shares, (D) in the Third Quarter, Alcatel may effect Dispositions of
up to an additional 10% of the Alcatel Shares on a Cumulative Basis such that,
at the end of the Third Quarter, Alcatel holds at least 60% of the Alcatel
Shares, (E) in the Fourth Quarter, Alcatel may effect Dispositions of up to an
additional 10% of the Alcatel Shares on a Cumulative Basis such that, at the end
of the Fourth Quarter, Alcatel holds at least 50% of the Alcatel Shares, and (F)
following the expiration of the Fourth Quarter, there will be no further
restrictions on Dispositions by Alcatel pursuant to this Agreement.
Notwithstanding the foregoing, during the Quarter ending December 31, 2004 (the
"DECEMBER QUARTER") Alcatel may effect a Disposition or series of Dispositions
of Alcatel Shares ("SIGNIFICANT DISPOSITIONS") which relate to, in the
aggregate, greater than 10% of the Alcatel Shares, provided that, at the end of
the December Quarter, Alcatel will continue to hold at least that number of
Alcatel Shares equal to the product of (A) the lesser of (i) the actual number
of shares of Avanex Common Stock outstanding at the end of the December Quarter
or (ii) a mutually agreed upon reasonable estimate of the minimum number of
shares of Avanex Common Stock to be outstanding at the end of the December
Quarter multiplied by (B) .199; provided, however, that in the event that,
during the December Quarter, Alcatel intends to effect Significant Dispositions,
not less than sixty (60) days prior to such Significant Disposition Alcatel and
Avanex shall discuss, and agree to, reasonable measures to enable such
Significant Dispositions to be made in an orderly manner and to minimize the
effect of such Significant Disposition on the public market for Avanex Common
Stock, which measures shall include block trades, privately negotiated
transactions and underwritten offerings, or any combination thereof; provided,
further, that in the event that Alcatel and Avanex do not agree to such measures
within a reasonable period, Alcatel and Avanex shall refer the matter to a
Financial Arbitrator. The Financial Arbitrator shall be instructed to select the
most appropriate available measures to enable such Significant Disposition to be
made in an orderly manner and to minimize the effect of such Significant
Disposition on the public market for Avanex Common Stock. Following the
determination of such measures, the Significant Disposition shall only be made
in accordance with the manner(s) of sale selected by the Financial Arbitrator.
In the event that Alcatel effects a Significant Disposition in the December
Quarter, Alcatel may only effect Dispositions in the Quarter following the
December Quarter to the extent that, at the end of such Quarter, Alcatel will
hold at least 70% of the Alcatel Shares.

                  (c) Any Disposition by Corning or Alcatel or any of their
respective Affiliates of any Avanex Securities shall be subject in each case to
compliance with the Securities Act, including Rule 144 under the Securities Act,
and, if applicable, the reasonable requirements of Avanex's transfer agent with
respect to sales of securities pursuant to Rule 144.

                  (d) Notwithstanding anything in this Agreement to the
contrary, during the Standstill Period each Stockholder covenants and agrees
that it shall not, and shall not cause or permit any of its respective
Affiliates to, make any Disposition to: (A) any Person or group that has (1)
announced

                                       -8-

<PAGE>

or commenced an unsolicited offer for any Voting Securities, (2) publicly
initiated, proposed or otherwise solicited Avanex stockholders for the approval
of one or more stockholder proposals with respect to Avanex or (3) publicly
made, or in any way participated in, any solicitation of proxies (or written
consents), or otherwise become a "PARTICIPANT" in a "SOLICITATION," or assist
any "PARTICIPANT" in a "SOLICITATION" (as such terms are defined under the
Exchange Act) in opposition to the recommendation or proposal of the Board; or
(B) any Person or group known to the Stockholder or its Affiliates at the time
of the Disposition to be accumulating stock on behalf of or acting in concert
with any Person or group contemplated by clause (A) of this Section 3.1(d).

         3.2 Restrictive Legends.

                  (a) Any certificate or certificates representing the
Consideration Shares and any securities issued in respect of the Consideration
Shares as a result of any stock split, stock dividend, recapitalization, or
similar transaction (collectively, the "RESTRICTED SECURITIES") shall be stamped
or otherwise imprinted with a legend substantially in the following form (in
addition to any legend required under applicable state securities laws):

                  THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
                  FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED
                  STATES SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR
                  TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION
                  OF COUNSEL SATISFACTORY TO THE ISSUER AS TO THE AVAILABILITY
                  OF AN EXEMPTION FROM REGISTRATION.

                  (b) In addition to the legend provided for in Section 3.2(a),
any certificate or certificates representing the Restricted Securities and any
other Avanex Securities hereafter acquired by the Stockholder shall be stamped
or otherwise imprinted with a legend substantially in the following form:

                  THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                  RESTRICTIONS ON TRANSFER, INCLUDING ANY SALE, PLEDGE OR OTHER
                  HYPOTHECATION, WHICH RESTRICTIONS ARE SET FORTH IN A
                  STOCKHOLDERS' AGREEMENT BETWEEN THE ISSUER, CASCADES
                  INCORPORATED AND PARENT, A COPY OF WHICH MAY BE OBTAINED AT NO
                  COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
                  CERTIFICATE TO THE SECRETARY OF THE ISSUER AT THE ISSUER'S
                  PRINCIPAL EXECUTIVE OFFICES.

         Each Stockholder consents to Avanex making a notation on its records
and giving instructions to any transfer agent of the Restricted Securities in
order to implement the restrictions on transfer established in this Article 3.

         3.3 Procedures for Certain Transfers.

                                       -9-

<PAGE>

                  (a) Prior to any proposed transfer of any Restricted
Securities, a Stockholder shall give written notice to Avanex of its intention
to effect such transfer; provided, however, that such notice shall not be
required for transfers made to Affiliates pursuant to the terms of Section
3.1(a)(ii) or transfers made pursuant to a Piggyback Registration Statement.
Except for a proposed transfer of Restricted Securities to be made pursuant to a
Registration Statement, each such notice shall describe the manner and
circumstances of the proposed transfer in sufficient detail, and shall be
accompanied by either: (i) a written opinion of legal counsel (including
in-house counsel) addressed to Avanex and reasonably satisfactory to Avanex, to
the effect that the proposed transfer of Restricted Securities will not require
registration of such Restricted Securities under the Securities Act; or (ii) a
"no action" letter from the SEC and a copy of the request letter by such
Stockholder (together with all supplements or amendments thereto), which shall
have been provided to Avanex at or prior to the time of first delivery to the
SEC's staff, to the effect that the transfer of such Securities without
registration will not result in a recommendation by the staff of the SEC that
action be taken with respect thereto, whereupon such Stockholder shall be
entitled to transfer such Restricted Securities in accordance with the terms of
the notice delivered by such Stockholder to Avanex.

                  (b) Each certificate evidencing the Restricted Securities
shall bear the appropriate restrictive legend set forth in Section 3.2(a) above,
except that the legend and the stock transfer instructions and record notations
with respect to such Restricted Securities shall be removed if: (i) in the
opinion of outside or in-house counsel for Avanex, such legend is not required
in order to establish compliance with any provisions of the Securities Act; (ii)
the Stockholder provides Avanex with an opinion of counsel reasonably acceptable
to Avanex to the effect that a transfer of such Restricted Securities may be
made without registration under the Securities Act, or (iii) the Stockholder
provides Avanex with reasonable assurances, which may, at the option of Avanex,
include an opinion of counsel satisfactory to Avanex, that such Restricted
Securities can be sold pursuant to section (k) of Rule 144 under the Securities
Act. Each certificate evidencing Restricted Securities shall bear the
appropriate restrictive legend set forth in Section 3.2(b) above, except that
the legend and the stock transfer instructions and record notations with respect
to such Restricted Securities shall be removed upon the earlier to occur of (x)
a transfer in accordance with the provisions of this Article 3 that does not
require the transferee to be bound by this Article 3, and (y) expiration of the
restrictions on transfer set forth in Section 3.1.

         3.4 Covenant Regarding Exchange Act Filings.

                  (a) With a view to making available to the Stockholders the
benefits of Rule 144 under the Securities Act and any other rule or regulation
of the SEC that may at any time permit any Stockholder to sell securities of
Avanex to the public without registration, Avanex agrees to:

                           (i)      Make and keep public information available,
as those terms are understood and defined in SEC Rule 144;

                           (ii)     File with the SEC in a timely manner all
reports and other documents required of Avanex under the Securities Act and the
Exchange Act; and

                                      -10-

<PAGE>

                           (iii)    Furnish to each Stockholder, so long as such
Stockholder owns any Avanex Securities, forthwith upon request (A) a written
statement by Avanex that it has complied with the reporting requirements of SEC
Rule 144; (B) a copy of the most recent annual or quarterly report of Avanex and
such other reports and documents so filed by Avanex; and (C) such other
information as may be reasonably requested to allow such Stockholder to avail
itself of any rule or regulation of the SEC which permits the selling of any
such securities without registration.

                  (b) For so long as Alcatel holds five percent (5%) or more of
the outstanding shares of Avanex Common Stock, Avanex shall provide to Alcatel,
in addition to any reports that may be filed with the SEC, periodic updates (but
in no event less frequently than quarterly) as to the status and development of
the business of Avanex, through meetings with the senior executives of Avanex if
requested by Alcatel.

                                    ARTICLE 4

                               REGISTRATION RIGHTS

         4.1 Initial Registration; Demand Registration.

                  (a) Avanex shall use its commercially reasonable efforts to
cause ten percent (10%) of the Registrable Securities held by each Stockholder
to be registered under the Securities Act, upon the expiration of the Initial
Lock-Up Period, so as to permit the offering and sale thereof in compliance with
the restrictions on transfer set forth in Section 3.1(b). Avanex shall use its
commercially reasonable efforts to prepare and file with the SEC, prior to the
expiration of the Initial Lock-Up Period, and shall use its commercially
reasonable efforts to cause to become effective upon the expiration of the
Initial Lock-Up Period, a registration statement on Form S-3 under the
Securities Act (or if such form is not available, any registration statement
form then available to Avanex) (the "INITIAL REGISTRATION STATEMENT") to effect
such registration. Each Stockholder shall provide all such reasonable
information and materials and take all such reasonable actions as may be
required under applicable laws in order to permit Avanex to comply with all
applicable requirements of the Securities Act, the Exchange Act and the rules
and regulations of the SEC thereunder, and to obtain any desired acceleration of
the effective date of such Initial Registration Statement. No later than 45 days
prior to the expiration of the Initial Lock-Up Period, each Stockholder shall
provide notice to Avanex describing the nature or method of distribution of
Registrable Securities pursuant to the Initial Registration Statement
(including, in particular, whether the Stockholder plans to effect such
distribution by means of an underwritten offering). Prior to the beginning of
each Quarter, Avanex shall file such amendments or supplements to the Initial
Registration Statement and each prospectus used in connection therewith as may
be necessary to increase the number of Registrable Securities that may be
offered and sold by each Stockholder pursuant to such Initial Registration
Statement to the extent necessary to allow each Stockholder to offer and sell,
pursuant to the Initial Registration Statement, the number of Registrable
Securities permitted to be transferred by such Stockholder pursuant to Section
3.1(b) during such Quarter.

                  (b) If at any time after the expiration of the Fourth Quarter
and prior to the termination of the registration rights of a Stockholder
pursuant to Section 4.10, Avanex shall receive

                                      -11-

<PAGE>

from such Stockholder (a "DEMANDING STOCKHOLDER") a written request (a "DEMAND
REQUEST") that Avanex register on Form S-3 under the Securities Act (or if such
form is not available, any registration statement form then available to Avanex)
any Registrable Securities not already sold or transferred by such Stockholder,
then Avanex shall use commercially reasonable efforts to cause the Registrable
Securities specified in such Demand Request (the "DEMAND REGISTRABLE
SECURITIES") to be registered as soon as reasonably practicable after receipt of
such Demand Request. In connection with any Demand Request, Avanex shall prepare
and file with the SEC as soon as practicable after receipt of such Demand
Request, and shall use its commercially reasonable efforts to cause to become
effective as soon as practicable thereafter, a registration statement (a "DEMAND
REGISTRATION STATEMENT") to effect such registration; provided, that Avanex
shall be permitted to consolidate into a single Demand Registration Statement
the Demand Registrable Securities proposed to be offered and sold by each of
Alcatel and Corning pursuant to any Demand Requests. Each Demand Request shall:
(i) specify the number of Demand Registrable Securities intended to be offered
and sold by the Stockholder pursuant thereto; (ii) express the present intention
of the Demanding Stockholder to offer or cause the offering of such Demand
Registrable Securities pursuant to such Demand Registration Statement, (iii)
describe the nature or method of distribution of such Demand Registrable
Securities pursuant to such Demand Registration Statement (including, in
particular, whether the Demanding Stockholder plans to effect such distribution
by means of an underwritten offering); and (iv) contain the undertaking of the
Demanding Stockholder to provide all such reasonable information and materials
and take all such reasonable actions as may be required under applicable laws in
order to permit Avanex to comply with all applicable requirements of the
Securities Act, the Exchange Act and the rules and regulations of the SEC
thereunder, and to obtain any desired acceleration of the effective date of such
Demand Registration Statement.

                  (c) The procedures to be followed by Avanex and a Stockholder,
and the respective rights and obligations of Avanex and a Stockholder, with
respect to the preparation, filing and effectiveness of the Initial Registration
Statement and Demand Registration Statements and the distribution of Registrable
Securities pursuant to the Initial Registration Statement and Demand
Registration Statements under this Section 4.1 are set forth in Section 4.3.

         4.2 Piggyback Registration.

                  (a) If at any time after the date of this Agreement and prior
to the termination of a Stockholder's registration rights pursuant to Section
4.10, Avanex shall determine to register any of its Common Stock under the
Securities Act (other than (i) registration statements relating to employee,
consultant or director compensation or incentive arrangements, including
employee benefit plans, (ii) registration statements pursuant to Rule 415 under
the Securities Act or any successor rule with similar effect (except that such
registration statements shall be considered PiggyBack Registration Statements
(as defined below) to the extent of any drawdown from such registration) or
(iii) any registration statement on Form S-4 with respect to any merger,
consolidation or acquisition), then Avanex will promptly give each Stockholder
written notice thereof and include in such registration statement (a "PIGGYBACK
REGISTRATION STATEMENT"), and in any underwriting involved therein, all
Registrable Securities (the "PIGGYBACK REGISTRABLE SECURITIES") specified in a
written request made by either Stockholder (a "PIGGYBACK REQUEST") within five
(5) Business Days after receipt of such written notice from Avanex, subject to
the restrictions on transfer set forth in Section 3.1.

                                      -12-

<PAGE>

                  (b) If the Piggyback Registration Statement of which Avanex
gives notice is for an underwritten offering, Avanex shall so advise the
Stockholders as a part of the written notice given pursuant to Section 4.2(a).
In such event, the right of a Stockholder to registration pursuant to this
Section 4.2 shall be conditioned upon the agreement of such Stockholder to
participate in such underwriting and in the inclusion of such Piggyback
Registrable Securities in the underwriting to the extent provided herein. Upon
the request of the managing underwriter, the Stockholder making the Piggyback
Request (the "PARTICIPATING STOCKHOLDER") shall (together with Avanex and any
other holders distributing Securities pursuant to such Piggyback Registration
Statement, if any) enter into an underwriting agreement (the "PIGGYBACK
UNDERWRITING AGREEMENT") in customary form with the underwriter or underwriters
selected for such underwriting by Avanex.

                  (c) Notwithstanding any other provision of this Agreement, if
the managing underwriters of any underwritten offering as to which a Stockholder
has made a Piggyback Registration Statement determine, in their sole discretion,
that, after including all the shares proposed to be offered by Avanex and all
the shares of any other Persons entitled to registration rights with respect to
such Piggyback Registration Statement, marketing factors require a limitation of
the number of Piggyback Registrable Securities to be underwritten, Avanex may
exclude Piggyback Registrable Securities. The securities that are entitled to be
included in the underwritten offering shall be allocated as follows: (i) first,
to Avanex for securities being sold for its own account, (ii) second, to the
Stockholders requesting to include Avanex Securities in such registration
statement based on the pro rata percentage of Avanex Securities held by such
holders and (iii) third, to the other holders of Avanex Securities requesting to
include Avanex Securities in such registration statement based on the pro rata
percentage of Avanex Securities held by such holders; provided, however, that
prior to December 31, 2004, the securities that are entitled to be included in
the underwritten offering shall be allocated as follows: (i) first, to the
Stockholders requesting to include Avanex Securities in such registration
statement based on the pro rata percentage of Avanex Securities held by such
holders, (ii) second, to Avanex for securities being sold for its own account
and (iii) third, to the other holders of Avanex Securities requesting to include
Avanex Securities in such registration statement based on the pro rata
percentage of Avanex Securities held by such holders.

                  (d) If a Participating Stockholder does not agree to the terms
of any such underwriting, such Stockholder shall be excluded from registering
any of its Avanex Securities pursuant to the subject Piggyback Registration
Statement by written notice from Avanex or the underwriter. Any Registrable
Securities or other securities excluded or withdrawn from such underwriting
shall be withdrawn from such registration.

                  (e) Except to the extent specifically provided in this Section
4.2, the procedures to be followed by Avanex and the Stockholders, and the
respective rights and obligations of Avanex and the Stockholders, with respect
to the distribution of any Piggyback Registrable Securities by the Stockholders
pursuant to any Piggyback Registration Statement filed by Avanex shall be as set
forth in the Piggyback Underwriting Agreement, or any other agreement or
agreements governing the distribution of such Piggyback Registrable Securities
pursuant to such Piggyback Registration Statement.

                                      -13-

<PAGE>

                  (f) Notwithstanding the foregoing (but subject to Section
4.2(c) hereof), nothing in this Section 4.2, or any other provision of this
Agreement, shall be construed to limit the right of Avanex, in its reasonable
discretion: (i) to delay, suspend or terminate the filing of any Piggyback
Registration Statement; (ii) to delay the effectiveness of any Piggyback
Registration Statement; (iii) to reduce the number of securities to be
distributed pursuant to any Piggyback Registration Statement; or (iv) to
withdraw such Piggyback Registration Statement.

         4.3 Registration Procedures, Rights and Obligations. The procedures to
be followed by Avanex, Alcatel and Corning, and the respective rights and
obligations of Avanex, Alcatel and Corning, with respect to the preparation,
filing and effectiveness of the Initial Registration Statement and any Demand
Registration Statements (collectively, the "REGISTRATION STATEMENTS") and the
distribution of Registrable Securities pursuant thereto, are as follows:

                  (a) The Stockholders shall not be entitled to make any Demand
Request until the expiration of the Fourth Quarter, and shall not be entitled to
make more than one (1) Demand Request each; provided, however, that any Demand
Request that: (A) does not result in the corresponding Demand Registration
Statement being declared effective by the SEC; (B) is withdrawn by the Demanding
Stockholder following the imposition of an order by the SEC with respect to the
corresponding Demand Registration Statement; (C) is withdrawn by the Demanding
Stockholder as a result of the exercise by Avanex of its suspension rights
pursuant to Sections 4.3(f) or (g), or (D) is withdrawn by the Demanding
Stockholder as a result of a Demand Market Cut-Back (as hereinafter defined),
shall not count as a Demand Request. Any Demand Request that is withdrawn by the
Demanding Stockholder for any reason other than as set forth in the previous
sentence shall count as a Demand Request.

                  (b) Avanex shall use commercially reasonable efforts to keep
the Registration Statements continuously effective until the termination of the
Stockholders' registration rights pursuant to Section 4.10 or until such time as
all Registrable Securities registered pursuant to such Registration Statement
have been sold. Avanex shall prepare and file with the SEC such amendments and
supplements to each Registration Statement and each prospectus used in
connection therewith as may be necessary to make and to keep such Registration
Statement effective and to comply with the provisions of the Securities Act with
respect to the sale or other disposition of all Registrable Securities proposed
to be distributed pursuant to such Registration Statement until the termination
of the Stockholders' registration rights pursuant to Section 4.10.

                  (c) If Alcatel proposes to effect the Disposition of more than
seven (7) million Registrable Securities or if Corning proposes to effect the
Disposition of more than five (5) million Registrable Securities, in each case
in any ninety (90) day period, then such Stockholder and Avanex shall discuss,
and agree to, reasonable measures to enable such Disposition to be made in an
orderly manner and to minimize the effect of such Disposition on the public
market for Avanex Common Stock, which measures shall include block trades,
privately negotiated transactions and underwritten offerings, or any combination
thereof; provided, that in the event that such Stockholder and Avanex do not
agree to such measures within a reasonable period, such Stockholder and Avanex
shall refer the matter to a Financial Arbitrator. The Financial Arbitrator shall
be instructed to select the most appropriate measures available to enable such
Disposition to be made in an orderly manner and to minimize the effect of such
Disposition on the public market for Avanex Common Stock. Following

                                      -14-

<PAGE>

the determination of such measures, the Disposition shall only be made in
accordance with the manner(s) of sale selected by the Financial Arbitrator.

                  (d) In connection with any underwritten offering pursuant to a
Demand Registration Statement, the Demanding Stockholder shall select, and
Avanex shall approve, which approval shall not be unreasonably withheld, one
investment banking firm to serve as manager of such offering. The manager is
hereinafter referred to as the "DEMAND MANAGING UNDERWRITER." Avanex shall,
together with the Demanding Stockholder, enter into an underwriting agreement
with the Demand Managing Underwriter, which agreement may contain
representations, warranties, indemnities and agreements then customarily
included by an issuer in underwriting agreements with respect to secondary
distributions under demand registration statements and may stipulate that the
Demand Managing Underwriter will receive commissions and fees and other
remuneration in connection with the distribution of any Demand Registrable
Securities.

                  (e) Notwithstanding any other provision of this Agreement, the
number of Demand Registrable Securities proposed to be distributed by a
Stockholder pursuant to any underwritten offering may be limited by and at the
discretion of the Demand Managing Underwriter if, in the discretion of the
Demand Managing Underwriter, marketing factors required a limitation of the
number of shares to be underwritten (a "DEMAND MARKET CUT-BACK"). The securities
that are entitled to be included in the underwritten offering shall be allocated
to the Stockholders and other holders of Avanex Securities requesting to include
such Avanex Securities in such registration statement based on the pro rata
percentage of Avanex Securities held by such holders.

                  (f) Notwithstanding any other provisions of this Agreement, in
the event that Avanex receives a Demand Request at a time when Avanex (i) shall
have filed, or has a bona fide intention to file, a registration statement with
respect to a proposed public offering of equity or equity-linked securities, or
(ii) has commenced, or has a bona fide intention to commence, a public offering
of equity or equity-linked securities pursuant to an existing effective shelf or
other registration statement, then Avanex shall be entitled to suspend, for a
period of up to ninety (90) days after the receipt by Avanex of such Demand
Request, the filing of any Demand Registration Statement.

                  (g) Notwithstanding any other provision of this Agreement, in
the event that Avanex determines that: (i) non-public material information
regarding Avanex exists, the immediate disclosure of which would be detrimental
to Avanex; (ii) the prospectus constituting a part of any Registration Statement
covering the distribution of any Registrable Securities contains an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; or (iii) an offering
of Registrable Securities would materially interfere with any proposed material
acquisition, disposition or other similar corporate transaction or event
involving Avanex (each of the events or conditions referred to in clauses (i),
(ii) and (iii) of this sentence is hereinafter referred to as a "SUSPENSION
CONDITION"), then Avanex shall have the right to suspend, for a maximum period
of 30 days (the "SUSPENSION PERIOD"), (A) the filing or effectiveness of any
Registration Statement or (B) any distribution of Registrable Securities
pursuant to any effective Registration Statement. Avanex will as promptly as
practicable provide written notice to a Stockholder when a Suspension Condition
arises and when it ceases to exist. Upon receipt of notice from Avanex of the
existence of any Suspension Condition, such Stockholder shall forthwith

                                      -15-

<PAGE>

discontinue efforts during the Suspension Period to: (i) cause Avanex to file or
cause any Registration Statement to be declared effective by the SEC (in the
event that such Registration Statement has not been filed, or has been filed but
not declared effective, at the time such Stockholder receives notice that a
Suspension Condition has arisen); or (ii) offer or sell Registrable Securities
(in the event that such Registration Statement has been declared effective at
the time such Stockholder receives notice that a Suspension Condition has
arisen). In the event that a Stockholder had previously commenced or was about
to commence the distribution of Registrable Securities pursuant to a prospectus
under an effective Registration Statement, then Avanex shall, as promptly as
practicable after the Suspension Condition ceases to exist, make available to
such Stockholder (and to each underwriter, if any, participating in such
distribution) an amendment or supplement to such prospectus. If so directed by
Avanex, such Stockholder shall deliver to Avanex all copies, other than
permanent file copies then in such Stockholder's possession, of the most recent
prospectus covering such Registrable Securities at the time of receipt of such
notice.

                  (h) Notwithstanding any other provision of this Agreement,
Avanex shall not be permitted to postpone the filing or effectiveness of any
Registration Statement or the distribution of any Registrable Securities
pursuant to an effective Registration Statement pursuant to Sections 4.2(f),
4.3(g) or 4.8(a): (i) more than two (2) times in any 365 day period, or (ii) (A)
with respect to Section 4.2(f), for an aggregate of more than 180 days or (B)
with respect to Section 4.3(g), for an aggregate of more than 120 days (in
either case, excluding any market standoff periods applicable pursuant to
Section 4.8) in any 365 day period.

                  (i) Avanex shall promptly notify a Stockholder of any stop
order issued or, to Avanex's knowledge, threatened to be issued by the SEC with
respect to any Registration Statement, and will use its commercially reasonable
efforts to prevent the entry of such stop order or to remove it if entered at
the earliest possible date.

                  (j) Avanex shall furnish to a Stockholder (and any underwriter
in connection with any underwritten offering) such number of copies of any
prospectus (including any preliminary prospectus and any amended or supplemented
prospectus), in conformity with the requirements of the Securities Act, as such
Stockholder (and such underwriters) shall reasonably request in order to effect
the offering and sale of any Registrable Securities to be offered and sold, but
only while Avanex shall be required under the provisions hereof to cause the
Registration Statement pursuant to which such Registrable Securities are
intended to be distributed to remain current.

                  (k) Avanex shall use commercially reasonable efforts to
register or qualify the Registrable Securities covered by each Registration
Statement under the state securities or "blue sky" laws of such states as a
Stockholder shall reasonably request, and maintain any such registration or
qualification current, until the termination of the Stockholders' registration
rights pursuant to Section 4.10; provided, however, that Avanex shall not be
required to take any action that would subject it to the general jurisdiction of
the courts of any jurisdiction in which it is not so subject or to qualify as a
foreign corporation in any jurisdiction where Avanex is not so qualified.

                  (l) Avanex shall furnish to a Stockholder and to each
underwriter engaged in an underwritten offering of Registrable Securities, a
signed counterpart, addressed to such Stockholder or such underwriter, of (i) an
opinion or opinions of counsel to Avanex (with respect to Avanex and

                                      -16-

<PAGE>

securities law compliance by Avanex) and (ii) a comfort letter or comfort
letters from Avanex's independent public accountants, each in customary form and
covering such matters of the type customarily covered by opinions or comfort
letters, as the case may be, as such Stockholder or the managing underwriters
may reasonably request.

                  (m) Avanex shall use commercially reasonable efforts to cause
all Registrable Securities to be listed on each securities exchange on which
similar securities of Avanex are then listed.

                  (n) Avanex shall take all such other actions reasonably
necessary to permit the Registrable Securities held by the Stockholders to be
registered and disposed of in accordance with the methods of disposition
described herein.

                  (o) Upon request from a Stockholder, Avanex shall use
commercially reasonable efforts to assist in the marketing of the Registrable
Securities, including, for example, by participating in roadshow presentations
with potential investors, and such other methods as Avanex shall reasonably
determine in its sole discretion, and the cost of such efforts shall be paid by
the Stockholder requesting such assistance unless Avanex is also marketing
Registrable Securities for its own account at such time.

         4.4 Expenses. Subject to Section 4.5, Avanex shall pay all registration
expenses, other than underwriting or selling discounts and commissions, incurred
by Avanex in connection with any registration statements that are initiated
pursuant to Sections 4.1 or 4.2 of this Agreement, including, without
limitation, all SEC, National Association of Securities Dealers, Inc. and blue
sky registration and filing fees, printing expenses, transfer agents' and
registrars' fees. Subject to Section 4.5, each Stockholder shall pay (i) all
expenses incurred by it with respect to any registration pursuant to Sections
4.1 or 4.2, including, without limitation, any counsel for such Stockholder, and
(ii) all underwriting discounts and selling commissions with respect to the
Registrable Securities sold by it pursuant to such registration statement.

         4.5 Indemnification.

                  (a) In the case of any offering registered pursuant to this
Section 4, to the extent permitted by law, Avanex will indemnify and hold
harmless each Stockholder, its Affiliates and their respective officers and
directors, any underwriter (as defined in the Securities Act) and each Person,
if any, who controls such Persons within the meaning of Section 15 of the
Securities Act against any losses, claims, damages or liabilities, joint or
several, to which any such Persons may be subject, under the Securities Act or
otherwise, and to reimburse any of such Persons for any legal or other expenses
reasonably incurred by them in connection with investigating any claims or
defending against any actions, insofar as such losses, claims, damages or
liabilities arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the registration statement
under which such Registrable Securities were registered under the Securities Act
pursuant to this Section 4, the prospectus contained therein (during the period
that Avanex is required to keep such prospectus current), or any amendment or
supplement thereto, or the omission or alleged omission to state therein (if so
used) a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances in which they were made,
not

                                      -17-

<PAGE>

misleading, except insofar as such losses, claims, damages or liabilities arise
out of or are (i) based upon any such untrue statement or omission or alleged
untrue statement or omission made in reliance upon information furnished to
Avanex in writing by the Stockholder or any underwriter for the Stockholder
specifically for use therein, or (ii) made in any preliminary prospectus, and
the prospectus contained in the registration statement as declared effective or
in the form filed by Avanex with the SEC pursuant to Rule 424 under the
Securities Act shall have corrected such statement or omission and a copy of
such prospectus shall not have been sent or otherwise delivered to such Person
at or prior to the confirmation of such sale to such Person.

                  (b) By requesting registration under this Section 4, each
Stockholder agrees, if Registrable Securities held by it are included in the
securities as to which such registration is being effected, in the same manner
and to the same extent as set forth in the preceding paragraph, to indemnify and
to hold harmless Avanex, its Affiliates and their respective directors and
officers and each Person, if any, who controls such Persons within the meaning
of the Securities Act against any losses, claims, damages or liabilities, joint
or several, to which any of such Persons may be subject under the Securities Act
or otherwise, and to reimburse any of such Persons for any legal or other
expenses incurred in connection with investigating or defending against any such
losses, claims, damages or liabilities, but only to the extent it arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission of a material fact in any registration statement under which
the Registrable Securities were registered under the Securities Act pursuant to
this Section 4, any prospectus contained therein, or any amendment or supplement
thereto, and which is information furnished to Avanex in writing by such
Stockholder expressly for use therein.

                  (c) Each party entitled to indemnification under this Section
4.5 (the "INDEMNIFIED PARTY") shall give notice to the party required to provide
indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party
has knowledge of any claim as to which indemnity may be sought, and shall permit
the Indemnifying Party to assume the defense of any such claim or any litigation
resulting therefrom, provided that counsel for the Indemnifying Party shall be
approved by the Indemnified Party (whose approval shall not be unreasonably
withheld), and the Indemnified Party may participate in such defense at its own
expense, and provided further that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 4.5 unless such failure is materially prejudicial
to the Indemnifying Party's ability to defend such claim. No Indemnifying Party,
(i) in the defense of any such claim or litigation, shall, except with the
consent of each Indemnified Party, which consent shall not be unreasonably
withheld, consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation, or (ii) shall be liable for amounts paid in any
settlement if such settlement is effected without the consent of the
Indemnifying Party, which consent shall not be unreasonably withheld.

         4.6 Issuances by Avanex or Other Holders. As to each registration or
distribution referred to in Section 4.1, additional shares of Avanex Securities
to be sold for the account of Avanex or other holders may be included therein;
provided that the inclusion of such Avanex Securities in such registration or
distribution may be conditioned or restricted in accordance with the allocation
set forth in Section 4.3(e) if, in the opinion of the Demand Managing
Underwriters, marketing factors require a limitation of the number of shares to
be underwritten.

                                      -18-

<PAGE>

         4.7 Information by the Stockholders. Each Stockholder shall furnish to
Avanex such information regarding such Stockholder in the distribution of
Registrable Securities proposed by such Stockholder as Avanex may reasonably
request in writing and as shall be required in connection with any registration,
qualification or compliance referred to in this Article 4.

         4.8 Market Standoff Agreement. For so long as any Stockholder (together
with its Affiliates) owns five percent (5%) or more of the outstanding Avanex
Securities, in connection with the public offering by Avanex of any Avanex
Securities, such Stockholder agrees that, upon the request of Avanex or the
underwriters managing any underwritten offering of Avanex's Securities, the
Stockholder shall agree in writing (the "PUBLIC OFFERING LOCK-UP") that neither
such Stockholder (nor any Affiliate of such Stockholder) will effect any
Disposition of any Avanex Securities (other than those included in such
registration statement, if any) now or hereafter acquired by such Stockholder
(or any Affiliate of such Stockholder) or with respect to which such Stockholder
(or any Affiliate of such Stockholder) has or hereafter acquires the power of
disposition without the prior written consent of Avanex and such underwriters
for such period of time (ninety (90) days after the date of the final prospectus
delivered to the underwriters for use in confirming sales in such offering) as
may be requested by Avanex and the underwriters; provided, however, that neither
such Stockholder nor any Affiliate of such Stockholder shall be bound by such
Public Offering Lock-Up more than twice during any twelve month period. Each
Stockholder agrees that Avanex may instruct its transfer agent to place
stop-transfer notations in its records to enforce the provisions of the Public
Offering Lock-Up contained in this Section 4.8. Notwithstanding the foregoing,
during the December Quarter Alcatel shall be entitled to engage in Dispositions
pursuant to the provisions of Section 3.1(b)(ii) to the extent necessary to
enable Alcatel to reduce the number of Alcatel Shares held by Alcatel, as of the
end of the December Quarter, to less than 20% of the outstanding shares of
Avanex Common Stock.

         4.9 Restrictions on Transfer. Notwithstanding anything in this Article
4, any Disposition by a Stockholder of Avanex Securities, whether by way of a
registered offering or otherwise, shall comply with the restrictions on transfer
set forth in Section 3.1.

         4.10 Termination. The provisions of this Article 4 with respect to
registration rights shall terminate as to each Stockholder on the date when all
Registrable Securities held by such Stockholder may immediately be sold under
Rule 144(k) during any ninety (90) day period.

                                    ARTICLE 5

                             RIGHT OF FIRST REFUSAL

         Until the earlier to occur of: (i) five years after the date of the
Share Acquisition Closing, in the case of Alcatel, or the Asset Purchase
Closing, in the case of Corning; and (ii) such time as such Stockholder (and any
Affiliates of such Stockholder) beneficially own in the aggregate less than five
percent (5%) of the Voting Securities, Avanex will give each Stockholder at
least 30 days prior written notice of the issuance by Avanex of any Avanex
Securities ("NEW SECURITIES"). Such notice must set forth (a) the type of New
Securities proposed to be issued and sold and the material rights and
preferences of such New Securities, (b) the proposed price or range of prices at
which such New

                                      -19-

<PAGE>

Securities are proposed to be sold and the terms of payment, (c) the number of
such New Securities to be offered for sale, and (d) the purpose of the offering,
and any other material feature, term or condition relating to such New
Securities or the proposed sale thereof. Upon receipt of such notice from
Avanex, each Stockholder will have the right, but not the obligation, to
purchase up to its pro-rata share of such New Securities. Such pro-rata share,
for purposes of this Article 5, for any Stockholder is the ratio of (x) the
total number of Avanex Securities held by such Stockholder prior to the issuance
of New Securities to (y) the total number of Avanex Securities outstanding
immediately prior to the issuance of New Securities held by all stockholders of
Avanex. Each Stockholder's purchase must be on the same terms and conditions as
the balance of such issuance of New Securities; provided, however, if the sale
price at which Avanex proposes to issue, deliver or sell any New Securities is
to be paid with consideration other than cash, then the purchase price at which
Corning or Alcatel may acquire its portion of such New Securities will be equal
in value (as determined in good faith by the Board or, at the request of
Alcatel, an independent appraiser selected by Alcatel) but payable entirely in
cash. The closing of each Stockholder's purchase of its portion of such New
Securities will occur simultaneously with the closing of the balance of the
issuance of such New Securities; provided, however, if as of the date of said
closing all necessary approvals of governmental authorities required in
connection with the issuance of such New Securities have not been obtained by
Avanex and/or a Stockholder then (i) such Stockholder will not be required to
effect the purchase of its portion of such New Securities until all necessary
governmental authority approvals are obtained and (ii) Avanex may terminate such
Stockholder's right to purchase its portion of such New Securities if such
Stockholder fails to obtain any necessary governmental authority approvals
applicable only to such Stockholder within 90 days of the closing of the balance
of the issuance of such New Securities (unless such approval cannot reasonably
be obtained within such 90 day period or the failure to obtain such approval is
caused by any action or inaction by Avanex). If at any time the terms of a
proposed issuance of New Securities are materially changed, altered or modified
from those stated in Avanex's notice to the Stockholders of the proposed
issuance thereof, then such proposed issuance will be treated as a new issuance
of New Securities, subject to the notice obligation of Avanex set forth above
and any election of a Stockholder to purchase its portion of such New Securities
prior to such change, alteration or modification may, in the sole discretion of
such Stockholder, be withdrawn.

         Notwithstanding the foregoing, "NEW SECURITIES" shall not include:

                           (i)      securities issued or issuable to officers,
employees, directors, consultants, placement agents, and other service providers
of Avanex (or any subsidiary of Avanex) pursuant to stock grants, option plans,
purchase plans, agreements or other employee stock incentive programs or
arrangements approved by the Board (including the Avanex Corporation 1999
Director Option Plan, the Avanex Corporation 1998 Stock Plan and the Avanex
Corporation 1999 Employee Stock Purchase Plan);

                           (ii)     securities issued pursuant to the exercise
of any exercisable securities outstanding as of the later to occur of the Asset
Purchase Closing or the Share Acquisition Closing;

                           (iii)    securities issued or issuable pursuant to
the acquisition of another corporation by Avanex by merger, purchase of
securities, purchase of substantially all of the assets

                                      -20-

<PAGE>

or other reorganization or to a joint venture agreement, provided, that such
issuances are approved by the Board;

                           (iv)     securities issued or issuable to banks,
equipment lessors or other financial institutions pursuant to a commercial
leasing or debt financing transaction approved by the Board;

                           (v)      securities issued or issuable in connecting
with sponsored research, collaboration, technology license, development, OEM,
marketing or other similar agreements or strategic partnerships approved by the
Board;

                           (vi)     in the case of Corning, securities which are
otherwise excluded by the affirmative unanimous vote of the Board; and (vii) any
right, option or warrant to acquire any security convertible into the securities
excluded from the definition of New Securities pursuant to subsections (i)
through (vi) above.

                                    ARTICLE 6

                               BOARD OF DIRECTORS

         6.1 Election of Directors. At the Asset Purchase Closing and for so
long as Corning owns five percent (5%) or more of the outstanding shares of
Avanex Common Stock, Avanex will nominate and use its reasonable efforts to have
one individual designated by Corning and reasonably acceptable to Avanex (the
"CORNING DESIGNEE") elected to the Board (including increasing the size of the
Board as of the Asset Purchase Closing and appointing the Corning Designee to
fill a new position on the Board resulting from such increase, and at each
annual or special meeting of stockholders of Avanex at which directors are to be
elected, causing the Board to recommend to the stockholders of Avanex that such
Corning Designee be elected as a member of the Board and soliciting proxies and
voting such proxies in favor of the election of such Corning Designee to the
Board) to serve for a term of not more than three (3) years.

         6.2 Replacement Directors. In the event that the Corning Designee
designated in the manner set forth in Section 6.1 is unable to serve, or once
having commenced to serve, is removed or withdraws from the Board, such
withdrawing director's replacement (the "SUBSTITUTE DIRECTOR") will be
designated by Corning; provided, however that such Substitute Director is
reasonably acceptable to Avanex. Avanex agrees to nominate and use its
reasonable efforts to cause the election of such Substitute Director, promptly
following his or her nomination pursuant to this Section 6.2.

         6.3 Resignation of Directors. In the event that Corning owns less than
5% of the outstanding shares of Avanex Common Stock, then Avanex may at such
time request the Corning Designee to resign from the Avanex Board of Directors,
and within five (5) days following such request, the Corning Designee shall
resign from the Avanex Board of Directors.

                                      -21-

<PAGE>

                                    ARTICLE 7

                         REPRESENTATIONS AND WARRANTIES

         7.1 Representations and Warranties of Avanex.

                  (a) Existence and Power. Avanex is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware.

                  (b) Authorization. The execution, delivery and performance of
this Agreement by Avanex are within Avanex's powers and have been duly
authorized by all necessary action on the part of Avanex. This Agreement
constitutes a legal, valid and binding agreement of Avanex, enforceable against
Avanex in accordance with its terms, except (i) as such enforcement is limited
by bankruptcy, insolvency and other similar laws effecting the enforcement of
creditors' rights generally and (ii) for limitations imposed by general
principles of equity.

                  (c) Compliance. The execution, delivery and performance of
this Agreement by Avanex requires no action by or in respect of, or filing with,
any governmental or non-governmental body, agency or official or any other
Person other than as required by any applicable requirements of the Securities
Act, the Exchange Act and other filings or notifications that are immaterial to
the consummation of the transactions contemplated hereby.

                  (d) Non-contravention. The execution, delivery and performance
of this Agreement by Avanex does not and will not (a) violate the internal
governance documents of Avanex, (b) violate any applicable law, rule,
regulation, judgment, injunction, order or decree binding upon Avanex, except
for any such violations which would be immaterial to Avanex, or (c) constitute a
default under any agreement or other instrument binding upon Avanex.

         7.2 Representations and Warranties of Corning.

                  (a) Existence and Power. Corning is a corporation duly
organized, validly existing and in good standing under the laws of the State of
New York.

                  (b) Authorization. The execution, delivery and performance of
this Agreement by Corning are within Corning's powers and have been duly
authorized by all necessary action on the part of Corning. This Agreement
constitutes a legal, valid and binding agreement of Corning, enforceable against
Corning in accordance with its terms, except (i) as such enforcement is limited
by bankruptcy, insolvency and other similar laws effecting the enforcement of
creditors' rights generally and (ii) for limitations imposed by general
principles of equity.

                  (c) Compliance. The execution, delivery and performance of
this Agreement by Corning requires no action by or in respect of, or filing
with, any governmental or non-governmental body, agency or official or any other
Person other than as required by any applicable requirements of the Exchange Act
and other filings or notifications that are immaterial to the consummation of
the transactions contemplated hereby.

                                      -22-

<PAGE>

                  (d) Non-contravention. The execution, delivery and performance
of this Agreement by Corning does not and will not (a) violate the internal
governance documents of Corning, (b) violate any applicable law, rule,
regulation, judgment, injunction, order or decree binding upon Corning, except
for any such violations which would be immaterial to Corning, or (c) constitute
a default under any agreement or other instrument binding upon Corning.

                  (e) Corning Ownership of Avanex Securities. On the date hereof
and as of the Asset Purchase Closing, without giving effect to the transactions
contemplated by the Purchase Agreement, neither Corning nor any Affiliate of
Corning beneficially owns any Avanex Securities.

         7.3 Representations and Warranties of Alcatel.

                  (a) Existence and Power. Alcatel is a societe anonyme duly
organized, validly existing and in good standing under the laws of the Republic
of France.

                  (b) Authorization. The execution, delivery and performance of
this Agreement by Alcatel are within Alcatel's powers and have been duly
authorized by all necessary action on the part of Alcatel. This Agreement
constitutes a legal, valid and binding agreement of Alcatel, enforceable against
Alcatel in accordance with its terms, except (i) as such enforcement is limited
by bankruptcy, insolvency and other similar laws effecting the enforcement of
creditors' rights generally and (ii) for limitations imposed by general
principles of equity.

                  (c) Compliance. The execution, delivery and performance of
this Agreement by Alcatel requires no action by or in respect of, or filing
with, any governmental or non-governmental body, agency or official or any other
Person other than as required by any applicable requirements of the Exchange Act
and other filings or notifications that are immaterial to the consummation of
the transactions contemplated hereby.

                  (d) Non-contravention. The execution, delivery and performance
of this Agreement by Alcatel does not and will not (a) violate the internal
governance documents of Alcatel, (b) violate any applicable law, rule,
regulation, judgment, injunction, order or decree binding upon Alcatel, except
for any such violations which would be immaterial to Alcatel, or (c) constitute
a default under any agreement or other instrument binding upon Alcatel.

                  (e) Alcatel Ownership of Avanex Securities. On the date hereof
and as of the Share Acquisition Closing, without giving effect to the
transactions contemplated by the Purchase Agreement, neither Alcatel nor any
Affiliate of Alcatel beneficially owns greater than one percent (1%), either
individually or in the aggregate, of all outstanding Avanex Securities.

                                    ARTICLE 8

                                  MISCELLANEOUS

         8.1 Amendment; Waiver. Neither this Agreement nor any term hereof may
be amended, waived, discharged or terminated other than by a written instrument
signed by each beneficiary of

                                      -23-

<PAGE>

the waiver, discharge, amendment or termination and the obligor under any
such amendment, waiver, discharge or termination.

         8.2 Notices.

         All notices and other communications hereunder shall be in writing and
shall be deemed duly given (i) on the date of delivery if delivered personally,
(ii) on the date of confirmation of receipt (or, the first Business Day
following such receipt if the date is not a Business Day) of transmission by
telecopy or telefacsimile or (iii) on the date of confirmation of receipt (or,
the first Business Day following such receipt if the date is not a Business Day)
if delivered by a nationally recognized courier service. All notices hereunder
shall be delivered as set forth below, or pursuant to such other instructions as
may be designated in writing by the party to receive such notice:

                 (a) if to Avanex, to:

                           Avanex Corporation
                           40919 Encyclopedia Circle
                           Fremont, CA 94538, USA
                           Attention:  Chief Executive Officer
                           Fax:  510-897-4189

                           with copies to:

                           Wilson Sonsini Goodrich & Rosati,
                           Professional Corporation
                           650 Page Mill Road
                           Palo Alto, CA 94304
                           Attention: Mark A. Bertelsen
                                      Steve L. Camahort
                           Fax:  650-493-6811

                 (b) if to Alcatel, to:

                           Alcatel
                           54, rue la Boetie
                           75008 Paris, France
                           Attention: General Counsel
                           Fax: 011-331-4076-1435

                           with a copy to:
                           Proskauer Rose LLP
                           1585 Broadway
                           New York, NY 10036
                           Attention: Ronald R. Papa
                                      Lauren K. Boglivi
                           Fax:  212-969-2900

                 (c) if to Corning, to:

                                      -24-

<PAGE>

                           Corning Incorporated
                           One Riverfront Plaza
                           Corning, New York 14831-0001
                           Attention: Corporate Secretary
                           Fax: 607-974-6135

                           with a copy to:
                           Nixon Peabody LLP
                           Clinton Square
                           P.O. Box 31051
                           Rochester, NY 14803
                           Attention: Deborah McLean Quinn
                           Fax:  866-947-0724

         8.3 Interpretation. When a reference is made in this Agreement to
Schedules, such reference shall be to a Schedule to this Agreement unless
otherwise indicated. When a reference is made in this Agreement to Articles or
Sections, such reference shall be to an article or a section of this Agreement,
as the case may be, unless otherwise indicated. For purposes of this Agreement,
the words "INCLUDE," "INCLUDES" and "INCLUDING," when used herein, shall be
deemed in each case to be followed by the words "without limitation." The table
of contents and headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.

         8.4 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.

         8.5 Entire Agreement; Third-Party Beneficiaries. This Agreement and the
documents and instruments and other agreements among the parties hereto as
contemplated by or referred to herein, (i) constitute the entire agreement among
the parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof, and (ii) are not intended to confer upon
any other Person any rights or remedies hereunder, except as specifically
provided in Section 4.5.

         8.6 Severability. In the event that any provision of this Agreement or
the application thereof, becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of this
Agreement will continue in full force and effect and the application of such
provision to other Persons or circumstances will be interpreted so as reasonably
to effect the intent of the parties hereto. The parties further agree to replace
such void or unenforceable provision of this Agreement with a valid and
enforceable provision that will achieve, to the greatest extent possible, the
economic, business and other purposes of such void or unenforceable provision.

         8.7 Other Remedies; Specific Performance. Except as otherwise provided
herein, any and all remedies herein expressly conferred upon a party will be
deemed cumulative with and not exclusive

                                      -25-

<PAGE>

of any other remedy conferred hereby, or by law or equity upon such party, and
the exercise by a party of any one remedy will not preclude the exercise of any
other remedy. The parties hereto agree that irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to seek an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereof in any court of the United States or any state
having jurisdiction, this being in addition to any other remedy to which they
are entitled at law or in equity.

         8.8 Governing Law; Jurisdiction. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York, regardless
of the laws that might otherwise govern under applicable principles of conflicts
of law thereof. Each party hereby (a) irrevocably and unconditionally submits to
the exclusive jurisdiction of the Delaware Court of Chancery, with respect to
all actions and proceedings arising out of or relating to this Agreement and the
transactions contemplated hereby, (b) agrees that all claims with respect to any
such action or proceeding shall be heard and determined in such courts and
agrees not to commence an action or proceeding relating to this Agreement or the
transactions contemplated hereby except in such courts, (c) consents to service
of process upon him, her or it by mailing or delivering such service to the
address set forth in Section 8.2 hereof, and (d) agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Each party hereby irrevocably and unconditionally waives, and agrees not to
assert, by way of motion, as a defense, counterclaim or otherwise, in any action
or proceeding with respect to this Agreement, (i) the defense of sovereign
immunity, (ii) any claim that it is not personally subject to the jurisdiction
of the above-named courts for any reason other than the failure to serve process
in accordance with this Section 8.8, (iii) that it or its property is exempt or
immune from jurisdiction of any such court or from any legal process commenced
in any such court (whether through service of notice, attachment prior to
judgment, execution of judgment or otherwise), and, to the fullest extent
permitted by applicable law, that (A) the suit, action or proceeding in any such
court is improper, (B) the venue of such suit, action or proceeding is improper
and (C) this Agreement, or the subject matter hereof, may not be enforced in or
by such courts.

         8.9 Rules of Construction. The parties hereto agree that they have been
represented by counsel during the negotiation and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule of
construction providing that ambiguities in an agreement or other document will
be construed against the party drafting such agreement or document.

         8.10 Assignment. No Stockholder may assign either this Agreement or any
of its rights, interests, or obligations hereunder without the prior written
approval of Avanex, and Avanex may not assign either this Agreement or any of
its rights, interests, or obligations hereunder without the prior written
approval of the Stockholders; provided that, without the approval of Avanex, a
Stockholder may assign this Agreement (and the rights and obligations hereunder)
to any Affiliate in connection with a transfer of Avanex Securities to such
subsidiary pursuant to Section 3.1(a)(ii), and without the approval of the
Stockholders, Avanex may assign all or part of this Agreement (and the rights
and obligations hereunder) to the successor or an assignee of all or
substantially all of Avanex's business; provided further that, in each case,
such assignee expressly assumes the relevant

                                      -26-

<PAGE>

obligations of this Agreement (by a written instrument delivered to the other
parties, in form and substance reasonably acceptable to them) and,
notwithstanding such assignment, the parties hereto shall each continue to be
bound by all of their respective obligations hereunder. Any purported assignment
in violation of this Section 8.10 shall be void. Subject to the preceding
sentence, this Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns.

         8.11 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED
ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND
ENFORCEMENT HEREOF.

         8.12 Further Assurances. Each party hereto agrees to execute and
deliver, by the proper exercise of its corporate or other powers, all such other
and additional instruments and documents and do all such other acts and things
as may be necessary to more fully effectuate this Agreement.

         8.13 Automatic Adjustments to Share Numbers. All numbers regarding the
number of shares of Avanex shall be appropriately and automatically adjusted to
take into account any stock splits, stock dividend or combination or other
reclassification occurring after the date hereof.

         8.14 Liability. The right and obligations of each of Corning and
Alcatel under this Agreement shall be several and not joint. All references to
actions to be taken by the Stockholders under this Agreement refer to actions to
be taken by Corning and Alcatel acting severally and not jointly.

                            [Signature page follows]

                                      -27-

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized respective officers as of the date first
written above.

                                   AVANEX CORPORATION

                                   By: /s/ ANTHONY A. FLORENCE
                                       -----------------------------------------
                                   Name: Anthony A. Florence
                                   Title: Sr. Vice President, Corporate Affairs

                                   ALCATEL

                                   By: /s/ AL SCAILLIEREZ
                                       -----------------------------------------
                                   Name: AL Scaillierez
                                   Title: VP Financial Operations

                                   CORNING INCORPORATED

                                   By: /s/ LAWRENCE D. MCRAE
                                       -----------------------------------------
                                   Name: Lawrence D. McRae
                                   Title: Senior Vice President

                   [SIGNATURE PAGE TO STOCKHOLDERS' AGREEMENT]