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                                                                     Exhibit 4.1


                          2002 MRV COMMUNICATIONS, INC.
                        INTERNATIONAL STOCK OPTION PLAN

        1. PURPOSE. The purpose of the 2002 MRV Communications, Inc.
International Stock Option Plan Employees (the "Plan") is to induce key
employees of MRV Communications, Inc. (the "Company") who reside outside of the
United States to remain in the employ of the Company or one of its affiliated
companies, and to encourage such employees to secure or increase on reasonable
terms their stock ownership in the Company. The board of directors of the
Company believes the Plan will promote continuity of management and increased
incentive and personal interest in the welfare of the Company by those who are
primarily responsible for shaping and carrying out the long-range plans of the
Company and securing its continued growth and financial success.

        2. EFFECTIVE DATE OF THE PLAN. The Plan shall become effective on
January 28, 2002.

        3. STOCK SUBJECT TO PLAN. The maximum number of common shares that may
be issued pursuant to the exercise of options granted under the Plan ("Options")
is three hundred ninety six thousand four hundred and eighty two (396,482)
subject to the adjustments provided in Section 14 below. Three hundred ninety
six thousand four hundred and eighty two (396,482) of the authorized but
unissued common shares of the Company will be reserved for issue upon exercise
of Options subject to the adjustments provided in Section 14 below; provided,
however, that the number of such authorized but unissued shares so reserved may
from time to time be reduced to the extent that a corresponding amount of issued
and outstanding shares have been purchased by the Company and set aside for
issue upon the exercise of Options. If any Options shall expire or terminate for
any reason without having been exercised in full, the unpurchased shares subject
thereto shall again be available for further grants under the Plan.

        4. ADMINISTRATION. The Plan shall be administered by the Board of
Directors (the "Board") or the Compensation Committee of the Board (the
"Compensation Committee") of the Company. The Board or Compensation Committee
shall have the sole authority, in its absolute discretion, to determine which of
the eligible persons of the Company shall receive Options ("Optionees"), and,
subject to the express provisions and restrictions of this Plan, shall have sole
authority, in its absolute discretion, to determine the time when Options shall
be granted, the terms and conditions of an Option other than those terms and
conditions fixed under this Plan, the number of shares which may be issued upon
exercise of an Option and the means of payment for such shares, and shall have
authority to do everything necessary or appropriate to administer the Plan. All
decisions, determinations and interpretations of the Board or Compensation
Committee shall be final and binding on all Optionees.

        5. ELIGIBILITY. The Board or Compensation Committee, may, in its
discretion, grant one or more Options under the Plan to any employee of the
Company or one of its affiliated companies, who is not an officer of the Company
or member of the Board or any person who is not an officer of the Company or
member of the Board and who performs consulting or other services for the
Company or its affiliated companies and who is designated by the Board as
eligible to participate in the Plan. Such Options may be granted to one or more
such persons without being granted to other eligible persons, as the Board or
Compensation Committee may deem fit. Notwithstanding the provisions of this
Section, the Board or Compensation Committee may, in its discretion, grant one
or more Options under the Plan to any person not previously employed by the
Company or one of its affiliated companies as an inducement essential to the
individual's entering into an employment contract with the Company or one of its
affiliated companies. As used in this Plan, "officer of the Company" means the
chief executive officer, president, chief financial officer, chief accounting
officer, any vice president in charge of a principal business function (such as
sales, administration, or finance) and any other person who performs similar
policy-making functions for the Company.

        6. OPTION PRICE. The option price will be determined by the Board or
Compensation Committee at the time the option is granted and may be granted at
less than the fair market value of the common shares on the date of grant as
shall reasonably be determined by the Board or Compensation Committee.


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        7. DATE OF OPTION GRANT. An option shall be considered granted on the
date the Board or Compensation Committee acts to grant the option, or such date
thereafter as the Board or Compensation Committee shall specify.

        8. TERM OF PLAN. The board of directors, without approval of the
shareholders may terminate the Plan at any time, but no termination shall,
without the participant's consent, alter or impair any of the rights under any
option theretofore granted to him under the Plan.

        9. TERM OF OPTIONS. The term of each option granted under the Plan will
be for such period (hereinafter referred to as the "option period") not
exceeding ten (10) years as the Board or Compensation Committee shall determine.
Each option shall be subject to earlier termination as described under "exercise
of options."

        10. EXERCISE OF OPTIONS. Each option granted under the Plan will be
exercisable on such date or dates and during such period and for such number of
shares as shall be determined pursuant to the provisions of the option agreement
evidencing such option. Subject to the express provisions of the Plan, the Board
or Compensation Committee shall have complete authority, in its discretion, to
determine the extent, if any, and the conditions under which an option may be
exercised in the event of the death of the participant or in the event the
participant leaves the employ of the Company or has his or her employment
terminated by the Company. An option may be exercised, by (a) written notice of
intent to exercise the option with respect to a specified number of shares of
stock, and (b) payment to the Company of the amount of the option purchase price
for the number of shares of stock with respect to which the option is then
exercised.

        11. NONTRANSFERABILITY. Options under the Plan are not transferable
otherwise than by will or the laws of descent or distribution, and may be
exercised during the lifetime of a participant only by such participant.

        12. AGREEMENTS. Options granted pursuant to the Plan shall be evidenced
by stock option agreements in such form as the Board or Compensation Committee
shall from time to time adopt.

        13. SALE OR REORGANIZATION OF COMPANY. Upon the consummation of a
transaction: (i) that by its terms offers to all or substantially all of the
stockholders of the Company an opportunity to receive cash or securities
(whether debt, equity or other and whether issued by the Company or a third
party) in exchange for all or a portion of their shares of common stock of the
Company, provided, however, a sale of the Company shall not be considered to
have occurred as a result of the pro rata distribution by the Company to its
stockholders of capital stock of any of its subsidiaries; (ii) in which the
stockholders of the Company approve a plan of complete dissolution or
liquidation of the Company; or (iii) that involves the sale of all or
substantially all of the Company's property or a sale of more than eighty
percent (80%) of the then outstanding stock of the Company to another
corporation (each transaction a "Sale"), the Board may, without limitation and
in its sole and absolute discretion, do any, or any combination, of the
following:

                      a. declare that the time period relating to the exercise
of any Stock Option shall accelerate and become exercisable;

                      b. declare that the value of all or some of the
outstanding Options shall, to the extent determined by the Board at or after
grant, be cashed out by a payment of cash or other property, as the Board may
determine, on the basis of the sale price (as defined in below) as of the date
the Sale occurs or such other date as the Board may determine prior to the Sale;

                      c. permit a successor corporation, if applicable, pursuant
to a written agreement signed by the parties, to substitute equivalent Options
or provide substantially similar consideration to Optionees as was or will be
provided to stockholders of the Company after making any appropriate adjustment
as such parties deem necessary or appropriate for restrictions attaching to such
Options, including, but not limited to, vesting and exercise price; or


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                      d. declare that any unexercised Options issued hereunder
(or any unexercised portion thereof) shall terminate and cease to be effective.

               Notwithstanding the foregoing, in the event that any such
agreement shall be terminated without consummating the disposition of said stock
or assets:

               (i) any unexercised non-vested installments that had become
exercisable solely by reason of the provision of Section 13 shall again become
non-vested and unexercisable as of said termination of such agreement, and

               (ii) the exercise of any option that had become exercisable
solely by reason of this Section 13 shall be deemed ineffective and such
installments shall again become non-vested and unexercisable as of said
agreement of such agreement

        14. ADJUSTMENT OF NUMBER OF SHARES. In the event that a dividend shall
be declared upon the common shares of the Company payable in common shares of
the Company the number of common shares then subject to any such option and the
number of shares reserved for issuance pursuant to the Plan but not yet covered
by an option, shall be adjusted by adding to each such share the number of
shares which would be distributable thereon if such share had been outstanding
on the date fixed for determining the shareholders entitled to receive such
stock dividend. In the event that the outstanding common shares of the Company
shall be changed into or exchanged for a different number or kind of shares of
stock or other securities of the Company or of another corporation, whether
through reorganization, recapitalization, stock split-up, combination of shares,
merger or consolidation, then there shall be substituted for each common share
reserved for issuance pursuant to the Plan, the number and kind of shares of
stock or other securities into which each outstanding common share shall be so
changed or for which each such share shall be exchanged. In the event there
shall be any change, other than as specified above in this Section in the number
or kind of outstanding common shares of the Company or of any stock or other
securities into which such common shares shall have been changed or for which it
shall have been exchanged, then if the Board or Compensation Committee shall in
sole discretion determine that such change equitably requires an adjustment in
the number or kind of shares theretofore reserved for issuance pursuant to the
Plan, but not yet covered by an option and of the shares then subject to an
option or options, such adjustment may be made by the Board or Compensation
Committee and shall be effective and binding for all purposes of the Plan and of
each stock option agreement. The option price in each stock option agreement for
each share of stock or other securities substituted or adjusted as provided for
in this Section shall be determined by dividing the option price in such
agreement for each share prior to such substitution or adjustment by the number
of shares or the fraction of a share substituted for such share or to which such
share shall have been adjusted. No adjustment or substitution provided for in
this Section shall require the Company in any stock option agreement to sell a
fractional share, and the total substitution or adjustment with respect to each
stock option agreement shall be limited accordingly.

        15. AMENDMENTS. The board of directors, without approval of the
shareholders, may from time to time amend the Plan in such respects as the board
may deem advisable. No amendment shall, without the participant's consent, alter
or impair any of the rights or obligations under any option theretofore granted
to him under the Plan.

        In witness whereof, the Board of Directors of the Company has adopted
this Plan as of the 31st day of January, 2002.

                               MRV COMMUNICATIONS, INC.


                               By:  /S/ NOAM LOTAN
                                  -------------------------------
                                  Noam Lotan
                                  Its: President and Chief Financial Officer



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