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                                                                    EXHIBIT 10.2



July 11, 2000


William R. Spivey
6096 Carlisle Lane
Alpharetta, GA 30022

Dear Bill:

        It is with great pleasure that we extend an offer to you for employment
with Luminent, Inc. (the "Company), on the following terms. The Company is
currently a wholly owned subsidiary of MRV Communications, Inc. ("MRV"). It is
MRV's current plan to undertake an initial public offering of the common stock
of the Company within six months of the date hereof and the filing of the
registration statement in connection therewith is imminent.

        Position. Your position will be that of President and Chief Executive
Officer of the Company and you will be a member of its Board of Directors during
your employment. We plan your future transition into the position of Chairman
and CEO, as determined by the Company's board of directors (the "Company's
Board"), within two years of the date of this agreement. As President and CEO,
you shall have full executive authority and responsibility, subject to the
direction of the Company's Board, for the strategic policies, operations and
management of Company. You shall report solely to the Company's Board and all
officers, employees and consultants of the Company shall report directly (or
indirectly through subordinates designated by you) to you. You will not receive
any additional compensation for your service on the Company's Board while you
remain an employee of the Company.

        You agree that you will perform your duties faithfully and to the best
of your ability and will devote your full business efforts and time to the
Company. During your employment with the Company, you agree not to actively
engage in any other employment, occupation or consulting activity for any direct
or indirect remuneration without the prior approval of the Company's Board.
Notwithstanding the foregoing, you may (i) provide transitional services to
Lucent Technologies, Inc. through December 31, 2000 and (ii) serve on the board
of directors of any other companies or work in academic pursuits; provided that
such services do not materially interfere with the performance of your duties to
the Company.

        Salary, Bonus, Benefits. Upon joining the Company you will receive a
base salary of $300,000 per annum, subject to appropriate taxes and
withholdings, and payable in accordance with the Company's standard payroll
practices. For the year 2000, you will receive an annual bonus "at target" of
$75,000. In addition, for each year after 2000, you will receive an annual bonus
"at target" of $150,000 based on your achievement of performance criteria
determined by the Company's Board with your input during the first quarter of
such year after consultation with you.

        You will also be entitled to the other Company paid benefits regularly
available from time to time to all Luminent employees, and subject to the terms
and conditions of the Com-


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pany's policies and procedures, such as health, dental and vision insurance for
you and your family, as well as vacation and other leave. The Company will
reimburse you for reasonable travel, entertainment or other expenses incurred by
you in the furtherance of or in connection with the performance of your duties
hereunder, in accordance with the Company's expense reimbursement policy as in
effect from time to time. After six months of continued employment, you will
also be eligible to enroll in the Company's 401(k) plan.

        MRV Stock Options. In order to induce you to become a employee and
President and Chief Executive Officer of the Company, upon your joining the
Company you will receive stock options to purchase the common stock of MRV (the
"MRV Options"). These options will be fully exercisable from time to time on or
after the date of grant and the exercise price per share of these options will
be equal to 50% of the closing bid price of MRV's common stock as reported by
Nasdaq on the date of grant. The number of shares purchasable by such option
will be determined by application of the following formula:

        X = $10,300,000/(.50 x FMV), where X= the number of shares purchasable
            upon exercise of the option, and FMV = the closing bid price per
            share of MRV's common stock as reported by Nasdaq on the date the
            option is granted.

        These options will be exercisable for five years from the date of grant
and will not be transferable in any manner, either voluntarily or involuntarily
by operation of law, except by will or the laws of descent or distribution.

        Company Stock Options. Upon joining the Company, you will also be
granted options to purchase shares of the Company's common stock ("Company
Options") in an amount equal to three percent (3%) of number of common shares
outstanding on a fully-diluted basis immediately prior to the Company's initial
public offering of its common stock (the "IPO"). Thus, for example, assuming our
targeted total number of 160,000,000 shares to be outstanding prior to the IPO
on a fully-diluted basis, your Company Options would equal the right to purchase
4,800,000 shares of the Company. All Company Options will have an exercise price
per share equal to 60% of the IPO price per share (as defined below), will vest
(become exercisable) at the rate of 25% per year commencing with your hire date,
will have a term of 10 years (unless sooner terminated as a result of the
termination of your employment) and will not be transferable in any manner,
either voluntarily or involuntarily by operation of law, except by will or the
laws of descent or distribution. For purposes of this paragraph, the "IPO price
per share" shall mean the low end of the offering price range reflected in the
first filing of the IPO registration statement (or an amendment thereto) in
which an offering price range is reflected.

        Option Agreements. The terms of the MRV Options and the Company Options
(collectively the "Options") shall be set forth in separate stock option
agreements in the forms attached to this letter which you will be required to
sign.

        Co-Sale Rights. In the event the Company conducts a firm commitment
follow-on public offering during the term of your employment (i.e., a public
offering of its shares after the IPO), you will be entitled to include, on a
basis no less favorable to you than is made available to any other employee of
the Company, in the related registration statement filed by the Company under



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the Securities Act of 1933 (the "Securities Act") a portion of the shares of the
Company you have obtained upon exercise of your vested options as negotiated
with the managing underwriter.

        MRV S-8. MRV shall use its best efforts to file with the Securities and
Exchange Commission ("SEC") a registration statement on Form S-8 under the
Securities Act with respect to the shares underlying all then-unexercised MRV
Options as soon as practicable after the date of this Agreement. Such Form S-8
registration statement shall, to the extent permitted by the rules and
regulations of the SEC, include a reoffer prospectus on Form S-3 under the
Securities Act with respect to all shares underlying MRV Options which you have
exercised prior to the effectiveness of such Form S-8 registration statement. In
addition, MRV shall use its best efforts to obtain all necessary qualifications
or exemptions under all applicable state securities laws as soon as practicable
after the date of this Agreement.

        Luminent S-8. Luminent shall use its best efforts to file with the SEC a
registration statement on Form S-8 under the Securities Act with respect to the
shares underlying all then-unexercised Company Options as soon as practicable on
or after the effectiveness date of its registration statement filed in
connection with its IPO. Such Form S-8 registration statement shall, to the
extent permitted by the rules and regulations of the SEC, include a reoffer
prospectus on Form S-3 under the Securities Act with respect to all shares
underlying Company Options which you have exercised prior to the effectiveness
of such Form S-8 registration statement. In addition, Luminent shall use its
best efforts to obtain all necessary qualifications or exemptions under all
applicable state securities laws as soon as practicable after the date of this
Agreement.

        Term and Severance. Your employment with the Company pursuant to this
Agreement shall commence on the date set forth on the signature page hereto (the
"Effective Date") and shall continue for four (4) years thereafter (the "Initial
Employment Term") subject to the terms and conditions herein set forth. During
the Initial Employment Term, the Company shall be entitled to terminate your
employment hereunder at any time, either for Cause (as defined below) or without
Cause. You shall not voluntarily terminate your employment with the Company
except upon a Change of Control or Sale of the Company (as defined below) or as
a result of the Company's Willful Breach (as defined below) of its obligations
under this agreement. In the event you do voluntarily terminate your employment
other than upon a Change of Control or Sale of the Company or as a result of the
Company's Willful Breach of its obligations under this agreement, the
unexercised MRV Options shall terminate and you agree:

        (a) to return to MRV the number of shares of common stock theretofore
obtained upon exercise of the MRV Options against payment by MRV of an amount
equal to the sum of (i) your purchase price therefor and (ii) the non-refundable
taxes (as defined below) paid or payable by you by reason of your exercise of
the MRV Options, as is determined by application of the following formula:

        X = ((36-N)/36) x A, where X is equal to the number of shares to be
            returned, N is equal to the number of full months between the
            Effective Date and the date of your voluntary termination, and A is
            equal to the number of shares originally subject of the MRV Option
            that you have not sold, and



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        (b) if you no longer own all of such shares, to pay to MRV from the
profit you received upon the sale or deemed sale (as defined below) of all or
such portion of the such shares, the amount determined by the following formula:

        X = P x ((36-N)/36)), where X is equal to the dollar amount to be paid
            to MRV, P is equal to the profit you obtained upon the sale or
            deemed sale of such shares, and N is equal to the number of full
            months between the Effective Date and the date of your voluntary
            termination.

        For purposes of an actual sale pursuant to clause (b) above, "profit"
shall mean the difference between (i) the proceeds (net of brokerage
commissions) from your sale of the shares underlying the exercised MRV Options
and (ii) the sum of nonrefundable taxes, expenses of $300,000 and exercise price
you paid to exercise such MRV Options.

        For purposes of clause (b) above, a "deemed sale" shall mean any
disposition that you made of MRV stock other than through a sale upon the open
market. For purposes of such a deemed sale, "profit" shall mean the difference
between (i) the closing bid price per share of MRV's common stock on the date of
the disposition and (ii) the exercise price you paid to exercise such MRV
options, multiplied by the number of shares of MRV stock that are the subject of
such deemed sale.

        For purposes of clauses (a) and (b) above, "non-refundable taxes" shall
mean all Federal and state income and other taxes, including related interest
and penalties, paid by you, or determined by you to be payable, on account of
your exercise of the MRV Option or, if applicable, your sale of shares
underlying the MRV Option (all such amounts collectively, "Taxes"). You shall
provide MRV with any information it may reasonably request regarding the amount
of such Taxes paid or payable by you. You shall promptly pay to MRV any refund
of Taxes received by you, together with any interest paid by the Internal
Revenue Service or other applicable taxing authority thereon. If MRV shall
reasonably request in writing that you file a claim for a refund of Taxes paid
by you, you shall file such refund claim as soon as reasonably practicable after
your receipt of such request and shall take all reasonable action to cooperate
with MRV in the prosecution of such refund claim; provided that MRV shall pay
all legal, accounting and other expenses incurred by you in connection with such
refund claim.

        Your employment with the Company (after the Initial Employment Term)
will be "at will", meaning that either you or the Company will be entitled to
terminate your employment at any time and for any reason, with or without Cause.

        Upon any termination of your employment, with or without Cause, all
Options that have vested through the date of termination (including those whose
vesting has accelerated as provided below) will remain exercisable for a period
of two years after the date of termination. In the event your employment is
terminated by reason of your death or disability, by the Company other than for
Cause (as defined below), or by you as a result of the Willful Breach by the
Company or MRV of their respective obligations under this Agreement, (1) you
shall be entitled to receive as severance ("Severance") an amount equal to two
times the sum of your current annual salary plus bonus (payable over a 12-month
period following your date of termination on the same schedule as your salary
would have been payable had you remained an



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employee of the Company) and (2) all of your unvested Options will automatically
vest and become exercisable. For purpose of determining the amount of your cash
severance, your bonus shall be considered your target annual bonus amount for
the year of termination (or if such target amount has not been determined as of
the date of termination, for the preceding year), but shall exclude the
compensation paid by MRV or Luminent in the form of stock options.

        In the event your employment is terminated for Cause, you shall be
entitled to such of your base salary and vacation pay accrued, and reasonable
business related expenses incurred, through the date of termination.

        "Cause" means (a) willful and repeated failure to comply with the lawful
written directions of the Company's Board, (b) gross negligence or willful
misconduct in the performance of your duties to the Company, (c) commission of
any act of fraud against, or the misappropriation of material property belonging
to, the Company, or (d) conviction of a crime that is materially injurious to
the business or reputation of the Company.

        "Willful Breach" shall mean any (i) willful material breach by the
Company or MRV of their respective obligations under this Agreement or (ii) any
failure by the Company for any reason (other than one under your direct control)
to complete its IPO within 24 months after the Effective Date; provided,
however, that any material breach of such obligations shall be deemed a Willful
Breach if, but only if, you shall have given written notice of such breach to
the Company or MRV, as applicable, and the Company or MRV, as applicable, shall
have failed to cure fully such breach within 30 days after receiving such
notice.

        Fifty percent (50%) of your unvested Options will automatically vest and
become exercisable immediately prior to a Change of Control of the Company that
does not qualify as a Sale of the Company. One hundred percent (100%) of your
unvested Options will similarly vest and become exercisable immediately prior to
a Sale of the Company.

        "Change of Control of the Company" means: (i) any "person" (as such term
is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended) is or becomes the "beneficial owner" (as defined in Rule 13d-3 or 13d-5
under said Act), directly or indirectly, of securities of the Company
representing 50% or more of the total voting power represented by the Company's
then outstanding voting securities; or (ii) a change or changes in the
composition of the Company's Board occurring within a two-year period, as a
result of which fewer than a majority of the directors are Incumbent Directors
("Incumbent Directors" shall mean directors who either (A) are directors of the
Company within six months of completion of the Company's IPO, or (B) are
elected, or nominated for election, to the Company's Board with the affirmative
votes of at least a majority of the Incumbent Directors at the time of such
election or nomination, but shall not include an individual whose initial or
most recent election or nomination is in connection with an actual or threatened
proxy contest relating to the election of directors to the Company's Board); or
(iii) the date of the consummation of a merger or consolidation of the Company
with any other corporation that has been approved by the stockholders of the
Company, other than a merger or consolidation which would result in persons who
were the direct or indirect owners of voting securities of the Company
outstanding immediately prior to the consummation of such merger or
consolidation becoming, immediately after such consummation, the direct or
indirect owners of voting securities representing more than fifty percent



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(50%) of the total voting power represented by the then-outstanding voting
securities of the surviving corporation, in substantially the same respective
proportions as such persons' ownership of the voting securities of the Company
immediately before such consummation.

        "Sale of the Company" means (i) the consummation of a transaction that
both (1) qualifies as a Change of Control and (2) by its terms offers to all or
substantially of the stockholders of the Company an opportunity to receive cash
or securities (whether debt, equity or other and whether issued by the Company
(e.g., in a recapitalization) or a third-party) in exchange for all or a portion
of their shares of common stock of the Company, (ii) the stockholders of the
Company approve a plan of complete liquidation of the Company; or (iii) the
consummation of the sale or disposition by the Company of all or substantially
all the Company's assets.

        Notwithstanding anything to the contrary herein, neither a Change of
Control of the Company nor a sale of the Company shall be considered to have
occurred solely as a result of the pro rata distribution by MRV to its
stockholders of the capital stock of the Company.

        If Company or MRV fails to pay you any amount provided under this
Agreement when due, the Company or MRV, as applicable, shall pay you interest on
such amount at a rate equal to 300 basis points over the prime commercial
lending rate published by The Wall Street Journal on the date such amount first
becomes due or, if no such rate shall be published on such date, on the
immediately preceding date on which The Wall Street Journal published such a
rate; but in no event shall such interest rate exceed the highest
legally-permissible interest rate. If you fail to pay the Company or MRV any
amount provided under this Agreement when due, you shall pay the Company or MRV,
as applicable, interest on such amount at a rate equal to 300 basis points over
the prime commercial lending rate published by The Wall Street Journal on the
date such amount first becomes due or, if no such rate shall be published on
such date, on the immediately preceding date on which The Wall Street Journal
published such a rate; but in no event shall such interest rate exceed the
highest legally-permissible interest rate.

        You acknowledge that the nature of the Company's business is such that
if you were to become employed by, or substantially involved in, the business of
another opto-electronic components company during the twelve (12) months
following the termination of your employment with the Company, it would be very
difficult for you not to rely on or use the Company's trade secrets and
confidential information. Thus, to avoid the inevitable disclosure of the
Company's trade secrets and confidential information, you agree and acknowledge
that your right to receive the Severance (to the extent you are otherwise
entitled to such Severance) shall be conditioned upon your not directly or
indirectly engaging in (whether as an employee, consultant, proprietor,
principal, partner, 5% or greater stockholder, or corporate officer); provided,
however, that this paragraph shall not restrict your ability to serve as an
outside director of any corporation for which the opto-electronic components
business represents less than 10% of such corporation's consolidated revenues as
of its most recent fiscal year. Upon any breach of this section, all severance
payments pursuant to this Agreement shall immediately cease and unexercised
options, which have vested as a result of your termination, shall thereupon
terminate.

        Conditions. This offer is contingent upon your execution and return of
the Luminent, Inc Employee Proprietary Information and Inventions Agreement
attached to this letter.



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        The sale of the securities that are the subject of this agreement has
not been qualified with the Commissioner of Corporations of the State of
California and the issuance of the securities or the payment or receipt of any
part of the consideration therefor prior to the qualification is unlawful,
unless the sale of securities is exempt from the qualification by Section 25100,
25102, or 25105 of the California Corporations Code. The rights of all parties
to this agreement are expressly conditioned upon the qualification being
obtained, unless the sale is so exempt.

        Laws Applicable to Construction; Choice of Jurisdiction and Forum. This
Agreement shall be construed and enforced in accordance with the laws of the
State of California, without reference to the conflict of laws provisions of any
jurisdiction. The parties hereby submit to the exclusive jurisdiction of and
venue in the state courts of the State of California or the federal courts
located within or the Central District of California with respect to any
disputes concerning the subject matter of this agreement.

        Legal Fees. The Company shall pay your reasonable attorneys' fees and
disbursements (but not more than $40,000) incurred in connection with the
negotiation of this Agreement.

                                    * * * *

        We look forward to working with you at MRV and the Company and
appreciate your enthusiastic contribution to reach our goals.



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        Please indicate acceptance of this offer by signing and returning a copy
of this letter within five calendar days. By signing this letter, you represent
and warrant to MRV and the Company that you are under no contractual commitments
inconsistent with your obligations to the Company. This offer, if not accepted,
will expire at the close of business on July 12, 2000.



                                            Sincerely,

                                            MRV COMMUNICATIONS, INC.


                                            By: /s/ NOAM LOTAN
                                               ---------------------------------
                                            Title: Noam Lotan, President & CEO


                                            LUMINENT, INC.


                                            By: /s/ NOAM LOTAN
                                               --------------------------------
                                            Title: Noam Lotan, Chairman

Accepted:


/s/ WILLIAM R. SPIVEY
-----------------------
William R. Spivey
Dated:  July 11, 2000



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