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                                                                    Exhibit 10.1


Nov. 14, 2001

Phil Rehkemper
19670 Scotland Drive
Saratoga, CA 95070

Dear Phil:

On behalf of Alliance Fiber Optic Products, Inc. (the "Company"), I am pleased
to invite you to join the Company as Chief Finance Office. In this position, you
will be expected to devote your full business time, attention, and energies to
the performance of your duties with the Company. The effective date of your
employment will be no later than Dec. 4, 2001, and you will be reporting
directly to CEO, Peter Chang.

The terms of this offer of employment are as follows:

1.      Compensation: As a full-time, regular, exempt employee, your annual
        salary will be One Hundred Sixty Five Thousand dollars ($165,000). The
        Company will pay you Six Thousand Three Hundred Forty Six dollar
        ($6,346) bi-weekly in accordance with the Company's standard payroll
        policies. Your salary will begin as of the effective date of employment.
        The first and last payment by the Company to you will be adjusted, if
        necessary, to reflect a commencement or termination date other than the
        first or last working day of a pay period.

2.      Benefits: You will be entitled, during the term of your employment, to
        the Company's standard PTO and benefits covering employees, as such may
        be in effect from time to time.

3.      Stock Options: Subject to action at the Company's next Board of
        Directors Compensation Committee meeting and in compliance with
        applicable state and federal securities laws, the Company will grant you
        an option to purchase two hundred eighty thousand shares of the
        Company's Common Stock pursuant to the AFOP 2000 Stock Incentive Plan
        (the "Plan"), a copy of which will be provided to you. The exercise
        price of the option will be the fair market value of the Company's
        Common Stock on the date of grant. The option will vest over four years
        with 25% of the shares subject to vesting at the end of each year of
        employment until all shares are vested, subject to all provisions of the
        Plan and an option agreement to be issued pursuant to the plan.



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Phil Rehkemper
Nov. 14, 2001
Page 2 of 3


4.      At-Will Employment: You should be aware that your employment with the
        Company is for no specified period and constitutes "at-will" employment.
        As a result, you are free to terminate your employment at any time, for
        any reason or for no reason. Similarly, the Company is free to terminate
        your employment at any time, for any reason or for no reason. In the
        event of termination of your employment, you will not be entitled to any
        payments, benefits, damages, awards, or compensation other than as may
        otherwise be available in accordance with the Company's established
        employee plans and policies at the time of termination.

5.      Severance: In the event that the Company is acquired by other companies
        or the Company replaces Peter Chang with new CEO, your employment with
        the Company (or its successor) is involuntarily terminated without
        cause, then AFOP will provide a severance package that consist of three
        month base salary plus 25% vesting of stock, if you have not yet vested
        25%.

6.      Immigration Laws: For purposes of federal immigration laws, you will be
        required to provide to the Company documentary evidence of your identity
        and eligibility for employment in the United States. Such documentation
        must be provided within three days of your employment, or your
        employment relationship with the Company will be terminated.

7.      New Hire Orientation: You will be attending a new hire orientation
        session Dec. 4, 2001. During this session, many items will be discussed
        including your benefits. You should bring the entire benefits package
        you received with this letter to this orientation, as we will ask you to
        sign all the documents during this session. We would also like to ask
        that you bring your I-9 documents to this session.

8.      Confidential Information Agreement: As a condition of accepting this
        offer of employment, you will be required to complete, sign and return
        the Company's standard form of Employee's Proprietary Information and
        Inventions Agreement.

9.      Arbitration Agreement: As a condition of accepting this offer of
        employment, you will be required to sign and return the Company's
        Arbitration Agreement.

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Phil Rehkemper
Nov. 14, 2001
Page 3 of 3


Phil, we look forward to you joining the Company. If the foregoing terms are
agreeable, please indicate your acceptance by signing the enclosed copy of this
letter in the space provided below and returning it to me. This offer of
employment is contingent upon the successful completion of our standard
background check. This offer will terminate if not accepted on or before Nov.
15, 2001.

Sincerely yours,

ALLIANCE FIBER OPTIC PRODUCTS, INC.

Peter C. Chang
Chief Executive Officer

ACCEPTED:

/s/ Phil Rehkemper
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Phil Rehkemper                                     Date