Exhibit 10.6

ALLIANCE FIBER OPTIC
PRODUCTS, INC.

2000 EMPLOYEE STOCK
PURCHASE PLAN

(As amended and
restated as of March 22, 2004)



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Table of Contents

|                                        |     |                                  | Page
|--------------------------------------- | --- | -------------------------------- | ----
|                                        |     |                                  |     
|SECTION 1. PURPOSE OF THE PLAN          | 1  
|                                        |     |                                  |     
|SECTION 2. DEFINITIONS                  | 1  
|                                        | (A) | "ACCUMULATION PERIOD"            | 1   
|                                        | (B) | "BOARD"                          | 1   
|                                        | (C) | "CODE"                           | 1   
|                                        | (D) | "COMMITTEE"                      | 1   
|                                        | (E) | "COMPANY"                        | 1   
|                                        | (F) | "COMPENSATION"                   | 1   
|                                        | (G) | "CORPORATE REORGANIZATION"       | 1   
|                                        | (H) | "ELIGIBLE EMPLOYEE"              | 2   
|                                        | (I) | "EXCHANGE ACT"                   | 2   
|                                        | (J) | "FAIR MARKET VALUE"              | 2   
|                                        | (K) | "IPO"                            | 2   
|                                        | (L) | "OFFERING PERIOD"                | 2   
|                                        | (M) | "PARTICIPANT"                    | 2   
|                                        | (N) | "PARTICIPATING COMPANY"          | 2   
|                                        | (O) | "PLAN"                           | 2   
|                                        | (P) | "PLAN ACCOUNT"                   | 2   
|                                        | (Q) | "PURCHASE PRICE"                 | 3   
|                                        | (R) | "STOCK"                          | 3   
|                                        | (S) | "SUBSIDIARY"                     | 3   
|                                        |     |                                  |     
|SECTION 3. ADMINISTRATION OF THE PLAN   | 3  
|                                        | (A) | COMMITTEE COMPOSITION            | 3   
|                                        | (B) | COMMITTEE RESPONSIBILITIES       | 3   
|                                        |     |                                  |     
|SECTION 4. ENROLLMENT AND PARTICIPATION | 3  
|                                        | (A) | OFFERING PERIODS                 | 3   
|                                        | (B) | ACCUMULATION PERIODS             | 3   
|                                        | (C) | ENROLLMENT                       | 3   
|                                        | (D) | DURATION OF PARTICIPATION        | 3   
|                                        | (E) | APPLICABLE OFFERING PERIOD       | 4   
|                                        |     |                                  |     
|SECTION 5. EMPLOYEE CONTRIBUTIONS       | 4  
|                                        | (A) | FREQUENCY OF PAYROLL DEDUCTIONS  | 4   
|                                        | (B) | AMOUNT OF PAYROLL DEDUCTIONS     | 4   
|                                        | (C) | CHANGING WITHHOLDING RATE        | 4   
|                                        | (D) | DISCONTINUING PAYROLL DEDUCTIONS | 4   
|                                        | (E) | LIMIT ON NUMBER OF ELECTIONS     | 5   
|                                        |     |                                  |     
|SECTION 6. WITHDRAWAL FROM THE PLAN     | 5  
|                                        | (A) | WITHDRAWAL                       | 5   
|                                        | (B) | RE-ENROLLMENT AFTER WITHDRAWAL   | 5   
|                                        |     |                                  |     
|SECTION 7. CHANGE IN EMPLOYMENT STATUS  | 5  
|                                        | (A) | TERMINATION OF EMPLOYMENT        | 5   
|                                        | (B) | LEAVE OF ABSENCE                 | 5   
|                                        | (C) | DEATH                            | 5   
|                                        |     |                                  |     

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|                                                |     |                               |  
|----------------------------------------------- | --- | ----------------------------- | -
|                                                |     |                               |  
|SECTION 8. PLAN ACCOUNTS AND PURCHASE OF SHARES | 5  
|                                                |     |                               |  
|                                                | (A) | PLAN ACCOUNTS                 | 5
|                                                | (B) | PURCHASE PRICE                | 6
|                                                | (C) | NUMBER OF SHARES PURCHASED    | 6
|                                                | (D) | AVAILABLE SHARES INSUFFICIENT | 6
|                                                | (E) | ISSUANCE OF STOCK             | 6
|                                                | (F) | UNUSED CASH BALANCES          | 6
|                                                | (G) | STOCKHOLDER APPROVAL          | 7
|                                                |     |                               |  
|SECTION 9. LIMITATIONS ON STOCK OWNERSHIP       | 7  
|                                                | (A) | FIVE PERCENT LIMIT            | 7
|                                                | (B) | DOLLAR LIMIT                  | 7
|                                                |     |                               |  
|SECTION 10. RIGHTS NOT TRANSFERABLE             | 7  
|                                                |     |                               |  
|SECTION 11. NO RIGHTS AS AN EMPLOYEE            | 8  
|                                                |     |                               |  
|SECTION 12. NO RIGHTS AS A STOCKHOLDER          | 8  
|                                                |     |                               |  
|SECTION 13. SECURITIES LAW REQUIREMENTS         | 8  
|                                                |     |                               |  
|SECTION 14. STOCK OFFERED UNDER THE PLAN        | 8  
|                                                | (A) | AUTHORIZED SHARES             | 8
|                                                | (B) | ANTIDILUTION ADJUSTMENTS      | 8
|                                                | (C) | REORGANIZATIONS               | 8
|                                                |     |                               |  
|SECTION 15. AMENDMENT OR DISCONTINUANCE         | 9  
|                                                |     |                               |  
|SECTION 16. EXECUTION                           | 9  
|                                                |     |                               |  

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ALLIANCE FIBER OPTIC PRODUCTS, INC.

2000 EMPLOYEE STOCK PURCHASE PLAN

SECTION 1. Purpose Of The
Plan.

The
Plan was adopted by the Board on September 7, 2000, effective as of the date of the IPO.
The Plan is hereby amended and restated as of March 22, 2004. The purpose of the Plan is
to provide Eligible Employees with an opportunity to increase their proprietary interest
in the success of the Company by purchasing Stock from the Company on favorable terms and
to pay for such purchases through payroll deductions. The Plan is intended to qualify
under section 423 of the Code.

SECTION 2. Definitions.

(a)    Accumulation
Period means a six-month period during which contributions may be made toward
the purchase of Stock under the Plan, as determined pursuant to Section 4(b).

(b)    Board
means the Board of Directors of the Company, as constituted from time to time.

(c)    Code
means the Internal Revenue Code of 1986, as amended.

(d)    Committee
means a committee of the Board, as described in Section 3.

(e)    "Company" means Alliance Fiber Optic Products, Inc., a Delaware corporation.

(f)    Compensation
means (i) the total compensation paid in cash to a Participant by a Participating Company,
including salaries, wages, bonuses, incentive compensation, commissions, overtime pay and
shift premiums, plus (ii) any pre-tax contributions made by the Participant under section
401(k) or section 125 of the Code. Compensation shall exclude all non-cash
items, moving or relocation allowances, cost-of-living equalization payments, car
allowances, tuition reimbursements, imputed income attributable to cars or life insurance,
severance pay, fringe benefits, contributions or benefits received under employee benefit
plans, income attributable to the exercise of stock options, and similar items. The
Committee shall determine whether a particular item is included in Compensation.

(g)    Corporate
Reorganization means:

(i)    The consummation of a merger
or consolidation of the Company with or into another entity, or any other corporate
reorganization; or

(ii)    
          The sale, transfer or other disposition of all or substantially all of the
          Companys assets or the complete liquidation or dissolution of the Company.



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(h)    
          Eligible Employee means any employee of a Participating
          Company whose customary employment is for more than five months per calendar
          year and for more than 20 hours per week.

The
foregoing notwithstanding, an individual shall not be considered an Eligible Employee if
his or her participation in the Plan is prohibited by the law of any country which has
jurisdiction over him or her or if he or she is subject to a collective bargaining
agreement that does not provide for participation in the Plan.

(i)    
          Exchange Act means the Securities Exchange Act of 1934, as
          amended.

(j)    
          Fair Market Value means the market price of Stock, determined
          by the Committee as follows:

(i)    
          If Stock was traded on The Nasdaq National Market on the date in question, then
          the Fair Market Value shall be equal to the last-transaction price quoted for
          such date by The Nasdaq National Market; or

(ii)    
          If Stock was traded on a stock exchange on the date in question, then the Fair
          Market Value shall be equal to the closing price reported by the applicable
          composite transactions report for such date; or

(iii)    
          If none of the foregoing provisions is applicable, then the Fair Market Value
          shall be determined by the Committee in good faith on such basis as it deems
          appropriate.

Whenever
possible, the determination of Fair Market Value by the Committee shall be based on the
prices reported in the Wall Street Journal or as reported directly to the Company
by Nasdaq or a stock exchange. Such determination shall be conclusive and binding on all
persons.

(k)    
          IPO means the initial offering of Stock to the public
          pursuant to a registration statement filed by the Company with the Securities
          and Exchange Commission.

(l)    
          Offering Period means a 24-month period with respect to which
          the right to purchase Stock may be granted under the Plan, as determined
          pursuant to Section 4(a).

(m)    
          Participant means an Eligible Employee who elects to
          participate in the Plan, as provided in Section 4(c).

(n)    
          Participating Company means (i) the Company and (ii) each
          present or future Subsidiary designated by the Committee as a Participating
          Company.

(o)    
          Plan means this Alliance Fiber Optic Products, Inc. 2000
          Employee Stock Purchase Plan, as it may be amended from time to time.

(p)    
          Plan Account means the account established for each
          Participant pursuant to Section 8(a).

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(q)    
          Purchase Price means the price at which Participants may
          purchase Stock under the Plan, as determined pursuant to Section 8(b).

(r)    
          Stock means the Common Stock of the Company.

(s)    
          Subsidiary means any corporation (other than the Company) in
          an unbroken chain of corporations beginning with the Company, if each of the
          corporations other than the last corporation in the unbroken chain owns stock
          possessing 50% or more of the total combined voting power of all classes of
          stock in one of the other corporations in such chain.

SECTION 3. Administration
of the Plan.

(a)    
          Committee Composition. The Plan shall be administered by the Committee.
          The Committee shall consist exclusively of one or more directors of the Company,
          who shall be appointed by the Board.

(b)    
          Committee Responsibilities. The Committee shall interpret the Plan and
          make all other policy decisions relating to the operation of the Plan. The
          Committee may adopt such rules, guidelines and forms as it deems appropriate to
          implement the Plan. The Committees determinations under the Plan shall be
          final and binding on all persons.

SECTION 4. Enrollment and
Participation.

(a)    
          Offering Periods. While the Plan is in effect, two Offering Periods shall
          commence in each calendar year. The Offering Periods shall consist of the
          24-month periods commencing on each May 1 and November 1, except that the first
          Offering Period shall commence on the date of the IPO and end on October 31,
          2002.

(b)    
          Accumulation Periods. While the Plan is in effect, two Accumulation
          Periods shall commence in each calendar year. The Accumulation Periods shall
          consist of the six-month periods commencing on May 1 and November 1, except that
          the first Accumulation Period shall commence on the date of the IPO and end on
          April 30, 2001.

(c)    
          Enrollment. Any individual who, on the day preceding the first day of an
          Offering Period (other than the initial Offering Period), qualifies as an
          Eligible Employee may elect to become a Participant in the Plan for such
          Offering Period by executing the enrollment form prescribed for this purpose by
          the Committee. The enrollment form shall be filed with the Company at the
          prescribed location not later than 15 days prior to the commencement of such
          Offering Period. All Eligible Employees shall be automatically enrolled in the
          initial Offering Period under the Plan.

(d)    
          Duration of Participation. Once enrolled in the Plan, a Participant shall
          continue to participate in the Plan until he or she ceases to be an Eligible
          Employee, withdraws from the Plan under Section 6(a) or reaches the end of the
          Offering Period in which his or her employee contributions were discontinued
          under Section 5(d). A Participant who discontinued employee contributions under
          Section 5(d) or 9(b) or withdrew from the Plan under Section 6(a) may again
          become a Participant, if he or she then is an Eligible Employee, by following
          the procedure described in Subsection (c) above. A Participant whose employee
          contributions were discontinued automatically under Section 9(b) shall
          automatically resume participation at the beginning of the earliest Offering
          Period ending in the next calendar year, if he or she then is an Eligible
          Employee.

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(e)    
          Applicable Offering Period. For purposes of calculating the purchase
          price under Section 8(b), the applicable Offering Period shall be determined as
          follows:

(i)    
          Once a Participant is enrolled in the Plan for an Offering Period, such Offering
          Period shall continue to apply to him or her until the earliest of: (A) the
          end of such Offering Period; (B) the end of his or her participation under
          Subsection (d) above; or (C) re-enrollment in a subsequent Offering Period
          under Paragraph (ii) below.

(ii)    
          In the event that the Fair Market Value of Stock on the last trading day before
          the commencement of the Offering Period in which the Participant is enrolled is
          higher than on the last trading day before the commencement of any subsequent
          Offering Period, the Participant shall automatically be re-enrolled for such
          subsequent Offering Period.

(iii)    
          When a Participant reaches the end of an Offering Period but his or her
          participation is to continue, then such Participant shall automatically be
          re-enrolled for the Offering Period that commences immediately after the end of
          the prior Offering Period.

SECTION 5. Employee
Contributions.

(a)    
          Frequency of Payroll Deductions. A Participant may purchase shares of
          Stock under the Plan solely by means of payroll deductions; provided, however,
          that in the initial Accumulation Period, Participants may also purchase shares
          of Stock by making a lump sum cash payment at the end of the Accumulation
          Period. Payroll deductions, as designated by the Participant pursuant to
          Subsection (b) below, shall occur on each payday during participation in
          the Plan.

(b)    
          Amount of Payroll Deductions. An Eligible Employee shall designate on the
          enrollment form the portion of his or her Compensation that he or she elects to
          have withheld for the purchase of Stock. Such portion shall be a whole
          percentage of the Eligible Employees Compensation, but not less than 1%
          nor more than 20%. During the initial Accumulation Period, no payroll deduction
          will be made unless a Participant timely files the proper form with the Company
          after a registration statement covering the Stock is filed and effective under
          the Securities Act of 1933, as amended.

(c)    
          Changing Withholding Rate. If a Participant wishes to change the rate of
          payroll withholding, he or she may do so by filing a new enrollment form with
          the Company at the prescribed location at any time. The new withholding rate
          shall be effective as soon as reasonably practicable after such form has been
          received by the Company. The new withholding rate shall be a whole percentage of
          the Eligible Employees Compensation, but not less than 1% nor more than
          20%.

(d)    
          Discontinuing Payroll Deductions. If a Participant wishes to discontinue
          employee contributions entirely, he or she may do so by filing a new enrollment
          form with the Company at the prescribed location at any time. Payroll
          withholding shall cease as soon as reasonably practicable after such form has
          been received by the Company. (In addition, employee contributions may be
          discontinued automatically pursuant to Section 9(b)). A Participant who has
          discontinued employee contributions may resume such contributions by filing a
          new enrollment form with the Company at the prescribed location. Payroll
          withholding shall resume as soon as reasonably practicable after such form has
          been received by the Company.

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(e)    
          Limit on Number of Elections. No Participant shall make more than two
          elections under Subsection (c) or (d) above during any Offering Period.

SECTION 6. Withdrawal
From The Plan.

(a)    
          Withdrawal. A Participant may elect to withdraw from the Plan by filing
          the prescribed form with the Company at the prescribed location at any time
          before the last day of an Accumulation Period; provided, however, that in the
          initial Accumulation Period, Participants may be deemed to withdraw from the
          Plan by declining or failing to remit timely payment to the Company for the
          shares of Stock. As soon as reasonably practicable thereafter, payroll
          deductions shall cease and the entire amount credited to the Participants
          Plan Account shall be refunded to him or her in cash, without interest. No
          partial withdrawals shall be permitted.

(b)    
          Re-enrollment After Withdrawal. A former Participant who has withdrawn
          from the Plan shall not be a Participant until he or she re-enrolls in the Plan
          under Section 4(c). Re-enrollment may be effective only at the commencement
          of an Offering Period.

SECTION 7. Change in
Employment Status.

(a)    
          Termination of Employment. Termination of employment as an Eligible
          Employee for any reason, including death, shall be treated as an automatic
          withdrawal from the Plan under Section 6(a). (A transfer from one
          Participating Company to another shall not be treated as a termination of
          employment.)

(b)    
          Leave of Absence. For purposes of the Plan, employment shall not be
          deemed to terminate when the Participant goes on a military leave, a sick leave
          or another bona fide leave of absence, if the leave was approved by the Company
          in writing. Employment, however, shall be deemed to terminate ninety (90) days
          after the Participant goes on a leave, unless a contract or statute guarantees
          his or her right to return to work. Employment shall be deemed to terminate in
          any event when the approved leave ends, unless the Participant immediately
          returns to work.

(c)    
          Death. In the event of the Participants death, the amount credited
          to his or her Plan Account shall be paid to a beneficiary designated by him or
          her for this purpose on the prescribed form or, if none, to the
          Participants estate. Such form shall be valid only if it was filed with
          the Company at the prescribed location before the Participants death.

SECTION 8. Plan Accounts and Purchase of Shares.

(a)    
          Plan Accounts. The Company shall maintain a Plan Account on its books in
          the name of each Participant. Whenever an amount is deducted from the
          Participants Compensation under the Plan, such amount shall be credited to
          the Participants Plan Account. Amounts credited to Plan Accounts shall not
          be trust funds and may be commingled with the Companys general assets and
          applied to general corporate purposes. No interest shall be credited to Plan
          Accounts.

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(b)    
          Purchase Price. The Purchase Price for each share of Stock purchased on
          the last trading day of the month in which the Accumulation Period expired shall
          be the lower of:

(i)    
          85% of the Fair Market Value of such share on the last trading day of the month
          in which the Accumulation Period expired; or

(ii)    
          85% of the Fair Market Value of such share on the last trading day before the
          commencement of the applicable Offering Period (as determined under Section
          4(e)) or, in the case of the first Offering Period under the Plan, 85% of the
          price at which one share of Stock is offered to the public in the IPO.

(c)    
          Number of Shares Purchased. As of the last trading day of each month in
          which the Accumulation Period expired, each Participant shall be deemed to have
          elected to purchase the number of shares of Stock calculated in accordance with
          this Subsection (c), unless the Participant has previously elected to
          withdraw from the Plan in accordance with Section 6(a). The amount then in
          the Participants Plan Account shall be divided by the Purchase Price, and
          the number of shares that results shall be purchased from the Company with the
          funds in the Participants Plan Account. The foregoing notwithstanding, no
          Participant shall purchase more than the amounts of Stock set forth in Sections
          9(b) and 14(a). The Committee may determine with respect to all Participants
          that any fractional share, as calculated under this Subsection (c), shall be (i)
          rounded down to the next lower whole share or (ii) credited as a fractional
          share.

(d)    
          Available Shares Insufficient. In the event that the aggregate number of
          shares that all Participants elect to purchase during an Accumulation Period
          exceeds the maximum number of shares remaining available for issuance under
          Section 14(a), then the number of shares to which each Participant is entitled
          shall be determined by multiplying the number of shares available for issuance
          by a fraction, the numerator of which is the number of shares that such
          Participant has elected to purchase and the denominator of which is the number
          of shares that all Participants have elected to purchase.

(e)    
          Issuance of Stock. Certificates representing the shares of Stock
          purchased by a Participant under the Plan shall be issued to him or her as soon
          as reasonably practicable after the close of the applicable Accumulation Period,
          except that the Committee may determine that such shares shall be held for each
          Participants benefit by a broker designated by the Committee (unless the
          Participant has elected that certificates be issued to him or her). Shares may
          be registered in the name of the Participant or jointly in the name of the
          Participant and his or her spouse as joint tenants with right of survivorship or
          as community property.

(f)    
          Unused Cash Balances. An amount remaining in the Participants Plan
          Account that represents the Purchase Price for any fractional share shall be
          carried over in the Participants Plan Account to the next Accumulation
          Period. Any amount remaining in the Participants Plan Account that
          represents the Purchase Price for whole shares that could not be purchased by
          reason of Subsection (c) above, Section 9(b) or Section 14(a) shall be
          refunded to the Participant in cash, without interest.

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(g)    
          Stockholder Approval. Any other provision of the Plan notwithstanding, no
          shares of Stock shall be purchased under the Plan unless and until the
          Companys stockholders have approved the adoption of the Plan.

SECTION 9. Limitations on
Stock Ownership.

(a)    
          Five Percent Limit. Any other provision of the Plan notwithstanding, no
          Participant shall be granted a right to purchase Stock under the Plan if such
          Participant, immediately after his or her election to purchase such Stock, would
          own stock possessing more than 5% of the total combined voting power or value of
          all classes of stock of the Company or any parent or Subsidiary of the Company.
          For purposes of this Subsection (a), the following rules shall apply:

(i)    
          Ownership of stock shall be determined after applying the attribution rules of
          section 424(d) of the Code; and

(ii)    
          Each Participant shall be deemed to own any stock that he or she has a right or
          option to purchase under this Plan or any other.

(b)    
          Dollar Limit. Any other provision of the Plan notwithstanding, no
          Participant shall purchase Stock with a Fair Market Value in excess of $25,000
          per calendar year (under this Plan and all other employee stock purchase plans
          of the Company or any parent or Subsidiary of the Company).

For
purposes of this Subsection (b), the Fair Market Value of Stock shall be determined
in each case as of the beginning of the Offering Period in which such Stock is purchased.
Employee stock purchase plans not described in section 423 of the Code shall be
disregarded. If a Participant is precluded by this Subsection (b) from purchasing
additional Stock under the Plan, then his or her employee contributions shall
automatically be discontinued and shall resume at the beginning of the earliest
Accumulation Period ending in the next calendar year (if he or she then is an Eligible
Employee).

SECTION 10. Rights Not
Transferable.

The
rights of any Participant under the Plan, or any Participants interest in any Stock
or moneys to which he or she may be entitled under the Plan, shall not be transferable by
voluntary or involuntary assignment or by operation of law, or in any manner other than by
beneficiary designation or the laws of descent and distribution. If a Participant in any
manner attempts to transfer, assign or otherwise encumber his or her rights or interest
under the Plan, other than by beneficiary designation or the laws of descent and
distribution, then such act shall be treated as an election by the Participant to withdraw
from the Plan under Section 6(a).

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SECTION 11. No Rights as
an Employee.

Nothing
in the Plan or in any right granted under the Plan shall confer upon the Participant any
right to continue in the employ of a Participating Company for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the
Participating Companies or of the Participant, which rights are hereby expressly reserved
by each, to terminate his or her employment at any time and for any reason, with or
without cause.

SECTION 12. No Rights as
a Stockholder.

A
Participant shall have no rights as a stockholder with respect to any shares of Stock that
he or she may have a right to purchase under the Plan until such shares have been
purchased on the last day of the applicable Offering Period.

SECTION 13. Securities
Law Requirements.

Shares
of Stock shall not be issued under the Plan unless the issuance and delivery of such
shares comply with (or are exempt from) all applicable requirements of law, including
(without limitation) the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, state securities laws and regulations, and the regulations of any
stock exchange or other securities market on which the Companys securities may then
be traded.

SECTION 14. Stock Offered
Under The Plan.

(a)    
          Authorized Shares The maximum aggregate number of shares of Stock
          available for purchase under the Plan is one million five hundred thousand
          (1,500,000), plus an annual increase to be added on the first day of the
          Companys fiscal year beginning in years 2001 through 2010 equal to such amount
          as may be determined by the Board or, if less, the lesser of (i) one million (1,000,000) shares or (ii) one percent (1%) of the
          outstanding shares on such date. The aggregate number of Shares available for
          purchase under the Plan shall at all times be subject to adjustment pursuant to
          Section 14.

(b)    
          Antidilution Adjustments. The aggregate number of shares of Stock offered
          under the Plan, and the
          price of shares that any Participant has elected to purchase shall be adjusted
          proportionately by the Committee for any increase or decrease in the number of
          outstanding shares of Stock resulting from a subdivision or consolidation of
          shares or the payment of a stock dividend, any other increase or decrease in
          such shares effected without receipt or payment of consideration by the Company,
          the distribution of the shares of a Subsidiary to the Companys
          stockholders or a similar event.

(c)    
          Reorganizations. Any other provision of the Plan notwithstanding,
          immediately prior to the effective time of a Corporate Reorganization, the
          Offering Period then in progress shall terminate and shares shall be purchased
          pursuant to Section 8, unless the Plan is assumed by the surviving
          corporation or its parent corporation pursuant to the plan of merger or
          consolidation. The Plan shall in no event be construed to restrict in any way
          the Companys right to undertake a dissolution, liquidation, merger,
          consolidation or other reorganization.

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SECTION 15. Amendment or
Discontinuance.

The
Board shall have the right to amend, suspend or terminate the Plan at any time and without
notice. Except as provided in Section 14, any increase in the aggregate number of
shares of Stock to be issued under the Plan shall be subject to approval by a vote of the
stockholders of the Company. In addition, any other amendment of the Plan shall be subject
to approval by a vote of the stockholders of the Company to the extent required by an
applicable law or regulation.

SECTION 16. Execution.

To
record the amendment and restatement of the Plan by the Board, the Company has caused its
authorized officer to execute the same.

| |                                    
| | -----------------------------------
| | Alliance Fiber Optic Products, Inc.
| |                                    
| | By:    /s/ Peter C. Chang          
| |                                    
| | Title:   Chief Executive Officer   
| |                                    
| | Title: