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                                                                     Exhibit 4.2


                             STOCK OPTION AGREEMENT

        This agreement, dated as of the ____ day of __________ 2002 (the "Grant
Date") by and between MRV Communications, Inc., a Delaware corporation
(hereinafter called the "Company"), party of the first part, and
___________________________ (hereinafter called "optionee"), a party of the
second part;

                                   WITNESSETH

        Whereas, the Company has adopted the 2002 MRV Communications, Inc.
International Stock Option Plan (the "Plan") to permit options to be granted to
certain employees of the Company and its subsidiaries to purchase common shares
of the Company; and

        Whereas, the optionee is employed by the employer corporation, and the
Company desires him or her to remain in such employ, and to secure or increase
his or her stock ownership in the Company in order to increase his or her
incentive and personal interest in the welfare of the employer corporation;

        Now, therefore, in consideration of the premises and of the covenants
and agreements herein set forth, the parties hereby mutually covenant and agree
as follows:

        1. Subject to the terms and conditions set forth herein, the Company
grants to the optionee the option to purchase from the Company all or any part
of an aggregate amount of _________ common shares of the Company authorized and
unissued or, at the option of the Company, treasury stock if available
(hereinafter, the "optioned shares").

        2. The price per share (the "option price") to be paid for the optioned
shares shall be _________ United States dollars (US$____) per share. The Option
Price shall be paid in United States dollars.

        3. Subject to the provisions of Sections four (4) and six (6) hereof,
the option granted hereby may be exercised by the optionee in installments of
20% of the optioned shares per year beginning on the Grant Date and ending as
provided in Section 6 below. Optionee acknowledges that he or she understands he
or she has no right whatsoever to exercise the option granted hereunder with
respect to any optioned shares covered by any installment until such installment
accrues as provided above and that all unaccrued installments shall cease to
accrue on the date of termination of optionee's employment, consulting or other
arrangement with the Company or its affiliated companies (the "employer
corporation").

        4. The option herein granted may be exercised only by written notice of
intent to exercise the option, served upon the secretary of the Company at its
offices at 20415 Nordhoff Street, Chatsworth, California 91311 specifying the
number of shares in respect of which the option is being exercised, accompanied
by payment for such shares in cash or by certified check or bank draft to the
order of the Company. Such shares, upon payment of the purchase price, shall be
fully paid and nonassessable.

        5. The option herein granted shall not be transferable by the optionee
otherwise than by will or the laws of descent and distribution, and may be
exercised during the life of the optionee only by the optionee.

        6. The option granted hereunder shall expire and become unexercisable on
or before the earliest of the following dates, whichever is applicable: (i) 10
years from the Grant Date; (ii) voluntary termination of employment from the
employer corporation by the optionee (iii) ninety days after the date of the
optionee's termination of employment from the employer corporation for cause by
the employer corporation; or (iii) the date that is one year following the
optionee's termination of employment from the employer corporation by reason of
his or her death, or by reason of his or her disability, whichever is
applicable.

        7. If any of the events specified in Section 14 of the Plan occur, the
adjustments in optioned shares and option price therein provided shall be made.


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        8. As to all optioned shares (or any stock issued as a stock dividend
thereon or any securities issued in lieu thereof or in substitution therefor),
purchased by the optionee or his personal representative upon the exercise of
any portion of the option herein granted, the Board or Compensation Committee,
in its sole discretion, may require that the optionee or his or her personal
representative, as the case may be, agree to any of the following conditions:

               (a) That they sign an investment letter to the effect that they
are taking said shares for investment and not for resale.

               (b) That they will comply with such restrictions as may be
necessary to satisfy the requirements of the United States Securities Act of
1933.

        9. The optionee shall not be deemed for any purposes to be a shareholder
of the Company with respect to any of the optioned shares except to the extent
that the option herein granted shall have been exercised with respect thereto
and a stock certificate issued therefor. Optionee acknowledges and agrees that
this option supersedes and replaces any options optionee had or may have had
with the Company or any of its affiliated corporations.

        10. The existence of the option evidence hereby shall not affect in any
way the right or power of the Company or its shareholders to make or authorize
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business, or any merger or consolidation
of the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the common stock of the Company or the rights
thereof, or dissolution or liquidation of the Company, or any sale or transfer
of all or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.

        11. As a condition of the granting of the option herein granted, the
optionee agrees, for himself or herself and his or her personal representatives,
that any dispute or disagreement which may arise under or as a result of or
pursuant to this agreement shall be resolved by the Board of Directors of the
Company or the Compensation Committee thereof in its sole discretion, and that
any interpretation by the Board or committee of any term of this agreement shall
be final, binding and conclusive.

        12. If, at any time, the Board or Compensation Committee shall
determine, in its discretion, that the listing, registration or qualification of
the shares covered by the option upon any securities exchange or under any state
or federal law is necessary or desirable as a condition of or in connection with
the purchase of shares thereunder, the option may not be exercised, in whole or
in part, unless and until such listing, registration or qualification shall have
been effected free of any conditions not acceptable to the Board or Compensation
Committee.

        13. Nothing in this agreement shall be construed to confer upon the
optionee any right to continued employment with the employer corporation or to
restrict in any way the right of the employer corporation to terminate his or
her employment. Optionee acknowledges that in the absence of an express written
employment agreement to the contrary, the employer corporation may terminate
optionee's employment with the employer corporation at any time, with or without
cause. Optionee acknowledges that the option evidenced hereby is being granted
to encourage such optionee to secure or increase on reasonable terms his or her
stock ownership in the Company.

        14. This Agreement hereby incorporates by reference the Plan and all of
the terms and conditions of the Plan as heretofore amended and as the same may
be amended from time to time hereafter in accordance with the terms thereof, but
no such subsequent amendment shall adversely affect the Optionee's rights under
this Agreement and the Plan except as may be required by applicable law.



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        IN WITNESS WHEREOF, the Company has caused this instrument to be
exercised by its duly authorized officers, the optionee has hereunto affixed his
or her hand.

                                        MRV COMMUNICATIONS, INC.


                                        By:  _______________________________

                                             _______________________________
                                        Its: _______________________________


                                        ____________________________________
                                        Optionee



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