Exhibit 10.2


                              CONSULTING AGREEMENT
                              --------------------



From the date hereof and for one year, unless terminated sooner pursuant to
subparagraph (i) (Consulting Period), I, Mohammad Ghorbanali, agree to render to
Optical Communication Products, Inc. (Company) such consulting services as the
Company may, from time to time, reasonably request. Such services shall include,
without limitation, assistance in connection with the transition of my former
duties and responsibilities to other individuals and providing guidance,
insight, and interpretation regarding the financial history of the Company.

                  (i) During the Consulting Period, I will be subject to all of
         the policies, procedures and codes of ethics of the Company that govern
         Company employee behavior. However, I shall not be entitled to any
         Company benefits including, but not limited to, vacation, sick leave,
         retirement plan participation, etc., except compensation and benefits
         provided under certain provisions in my Employment Agreement with the
         Company dated November 1, 1999.

                  (ii) During the Consulting Period, in light of my knowledge of
         the Company's confidential information and business plans and
         participation in developing the Company's business relationships and
         goodwill, I shall not, directly or indirectly, as an employee, officer,
         agent, consultant, director, owner, partner, joint venturer,
         shareholder, investor, or in any other capacity engage in, assist or
         advise, establish, or solicit or provide investment capital, labor, or
         services for, any activity or business that is competitive with the
         Company's actual or contemplated business.

                  (iii) The Company may terminate this consulting arrangement
         only for my substantial non-performance. I understand that if the
         Company terminates the consulting arrangement for non-performance it
         will only owe me for consulting services rendered prior to the date of
         termination.

                  (iv) During the Consulting Period, I will be paid on or about
         the first business day of each month, in arrears, for actual consulting
         services provided.

                  (1)      I will be paid the consulting fee at the following
                           rate:

                           a.       $1,500 per day for each day that I actually
                                    provided consulting services in excess of 4
                                    hours.

                           b.       $1,000 per day for each day that I provide
                                    consulting services for less than 4 hours.

                           c.       $250 per hour for consulting services via
                                    telephone or email with a minimum charge of
                                    half-hour increments. For example,
                                    telephonic conversations lasting 16 minutes
                                    will be charged one-half of hourly rate.


<PAGE>


                           d.       During the Consulting Period, the company
                                    shall be invoiced a minimum of $135,000,
                                    equivalent to 90 business days of full-time
                                    consulting services, regardless of rather
                                    such consulting services were actually
                                    performed.


         (2)      I agree to submit monthly invoices to the Company's Chief
         Financial Officer itemizing work performed under this consulting
         arrangement. I promise that I will not terminate the consulting
         arrangement prior to its one-year anniversary.

                  (v) The Company shall reimburse me for out-of-pocket expenses
         I incur in connection with the performance of services under this
         arrangement, to the same extent that the Company is responsible for
         such expenses of senior managers of the Company..

                  (vi) This agreement sets forth the entire agreement between
         the Company and me with respect to my services and compensation as a
         consultant and fully supersedes all prior agreements or understandings
         between the parties, whether written or oral, pertaining to the subject
         matter hereof, except any provision of my Employment Agreement with the
         Company dated November 1, 1999 that provides me with continued benefit
         rights. No change in, modification of, or addition, amendment, or
         supplement to this Agreement shall be valid unless set forth in writing
         signed by both parties specifically evidencing an intent to modify this
         agreement.

                  (vii) The Company and I agree that I will be an independent
         contractor of the Company for all purposes with regard to my
         performance of services pursuant to this consulting arrangement during
         the Consulting Period, including, without limitation, for federal
         (including social security and unemployment), state and local income
         and employment tax purposes and I agree that I will be solely
         responsible for the payment of all such taxes. The Company promises
         that it will promptly notify me in writing in the event that it
         receives notice that a taxing authority disputes my independent
         contractor status. I promise that I will promptly notify the Company in
         the event that I receive notice that a taxing authority disputes my
         independent contractor status.


<PAGE>


                  Executed at    OCP   , this   10  day of  Oct , 2006
                              ---------       -----        -----


                  /s/ M. Ghorbanali
                  --------------------------------------------------------------
                  Consultant



                  Executed at    OCP   , this   10  day of  Oct , 2006
                              ---------       -----        -----


                  /s/ Philip F. Otto
                  --------------------------------------------------------------
                  Company