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                                                                     Exhibit 4.1
                            MRV COMMUNICATIONS, INC.

       2002 NONSTATUTORY STOCK OPTION PLAN FOR EMPLOYEES OF LUMINENT, INC.
                         (As adopted December 28, 2001)

1.      NAME, EFFECTIVE DATE AND PURPOSE.

        (a) This Plan document is intended to implement and govern the
nonstatutory stock option plan of MRV COMMUNICATIONS, INC., a Delaware
corporation (the "Company"). The Plan provides for the granting of options that
are not intended to qualify as incentive stock options within the meaning of
Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code") to
those employees of and consultants of Luminent, Inc., a wholly-owned subsidiary
of the Company ("Luminent").

        (b) The Plan is established effective as of December 28, 2001 subsequent
to the merger between Luminent and a wholly-owned subsidiary of the Company
whereby Luminent was merged with and into the wholly-owned subsidiary (the
"Merger"). The purpose of the plan is to allow for the remaining shares
available for issuance under the Luminent Inc. Amended and Restated 2000 Stock
Option Plan as of the effective date of the Merger that were assumed by the
Company, to be converted into common stock of the Company and issued to the
employees of Luminent. This Plan will permit the Company to grant options
("Options") to purchase shares of its common stock ("Common Stock"). The
granting of Options will help the Company attract and retain the best available
persons for positions of substantial responsibility and will provide certain key
employees with an additional incentive to contribute to the success of the
Luminent, the Company and its Affiliated Companies. For purposes of this Plan,
the term "Affiliated Companies" shall mean any component member of a controlled
group of corporations, as defined under Code Section 1563, in which the Company
is also a component member.

2.      ADMINISTRATION.

        (a) 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; provided, however, that if the Compensation
Committee does not consist solely of "Non-Employee Directors," as defined by
Rule 16b-3 as promulgated by the Securities and Exchange Commission (the "SEC")
under the Securities Exchange Act of 1934 (the "Exchange Act"), and as such Rule
may be amended from time to time, or any successor definition adopted by the
SEC, then the Plan shall be administered, and each grant of Options shall be
approved by the Board.

        (b) The Board or Compensation Committee shall have the sole authority,
in its absolute discretion, to determine which of the eligible persons of
Luminent 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.

3.      ELIGIBILITY.

        The Board or Compensation Committee, may, in its discretion, grant one
or more Options under the Plan to any employee of the Luminent presently
existing or hereinafter organized or acquired 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 Luminent, 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 Luminent as an inducement
essential to the individual's entering into an employment contract with the
Luminent even though such person is or becomes an officer or member of the Board
of the Company. As used in this Plan, "officer" 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.


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4.      STOCK TO BE OPTIONED.

        (a) The maximum aggregate number of shares which may be optioned and
sold under the Plan is 1,547,420 shares of the authorized Common Stock of the
Company. All shares to be optioned and sold under the Plan may be either
authorized but unissued shares or shares held in the treasury,

        (b) Shares of Common Stock that: (i) are repurchased by the Company
after issuance hereunder pursuant to the exercise of an Option, or (ii) are not
purchased by the Optionee prior to the expiration or termination of the
applicable Option, shall again become available to be covered by Options to be
issued hereunder and shall not, as of the effective date of such repurchase or
expiration, be counted as covered by an outstanding Option for purposes of the
above-described maximum number of shares which may be optioned hereunder.

5.      OPTION PRICE.

        The Option Price for shares of Common Stock to be issued under the Plan
shall be 100% of the fair market value of such shares on the date on which the
Option covering such shares is granted by the Board or Compensation Committee.
The fair market value of shares of Common Stock for all purposes of this Plan is
to be determined by the Board or Compensation Committee in its sole discretion,
exercised in good faith.

6.      TERM OF PLAN.

        The Plan shall become effective on December 28, 2001; the Plan shall
continue in effect until December 28, 2011 unless terminated earlier by action
of the Board. No Option may be granted hereunder after December 28, 2011.

7.      EXERCISE OF OPTION.

        Subject to the actions, conditions and/or limitations set forth in this
Plan document and/or any applicable Stock Option Agreement entered into
hereunder, Options granted under this Plan shall be exercisable in accordance
with the following rules:

        (a) Subject to the specific provisions of this Section 7, Options shall
become exercisable at such times and in such installments (which may be
cumulative) as the Board or Compensation Committee shall provide in the terms of
each individual Option; provided, however, each Option granted under the Plan
shall become exercisable in installments of not less than 20% of the number of
shares covered by such Option each year from the Option Grant Date; and
provided, further, that by a resolution adopted after an Option is granted the
Board may, on such terms and conditions as it may determine to be appropriate
and subject to the specific provisions of this Section 7, accelerate the time at
which such Option or installment thereof may be exercised. For purposes of this
Plan, any accrued installment of an Option granted hereunder shall be referred
to as an "Accrued Installment."

        (b) Subject to the specific restrictions contained in this Section 7, an
Option may be exercised when Accrued Installments accrue, as provided in the
terms under which such Option was granted, for a period of up to ten (10) years
from the Option Grant Date with respect to Options granted under the Plan. In no
event shall any Option be exercised on or after the expiration of said maximum
applicable period, regardless of the circumstances then existing (including but
not limited to the death or termination of employment of the Optionee).

        (c) The Board or Compensation Committee shall fix the expiration date of
the Option (the "Option Expiration Date") at the time the Option grant is
authorized.

8.      RULES APPLICABLE TO CERTAIN DISPOSITIONS.

        (a) Notwithstanding the foregoing provisions of Section 7, in the event
the Company or the shareholders of the Company enter into an agreement to
dispose of all or substantially all of the assets or capital stock of the
Company by means of a sale, merger, consolidation, reorganization, liquidation,
or otherwise, an Option shall become immediately exercisable with respect to the
full number of shares subject to that Option during the period commencing as of
the later of (x) the date of execution of such agreement or (y) six (6) months
after the Option Grant Date if on the date of execution of such agreement the
Optionee is an officer of the Company or a member of the Board and ending as of
the earlier of.

                (i) the Option Expiration Date; or


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                (ii) the date on which the disposition of assets or capital
                stock contemplated by the agreement is consummated. The exercise
                of any Option that was made exercisable solely by reason of this
                Subsection 8(a) shall be conditioned upon the consummation of
                the disposition of assets or stock under the above referenced
                agreement. Upon the consummation of any such disposition of
                assets or stock, this Plan and any unexercised Options issued
                hereunder (or any unexercised portion thereof) shall terminate
                and cease to be effective.

        (b) 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 provisions of Subsection
                8(a) 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 Subsection 8(a) shall be deemed
                ineffective and such installments shall again become non-vested
                and unexercisable as of said termination of such agreement.

        (c) Notwithstanding the provisions set forth in Subsection 8(a), the
Board or the Compensation Committee may, at its election and subject to the
approval of the corporation purchasing or acquiring the stock or assets of the
Company (the "surviving corporation"), arrange for the Optionee to receive upon
surrender of Optionee's Option a new option covering shares of the surviving
corporation in the same proportion, at an equivalent option price and subject to
the same terms and conditions as the old Option. For purposes of the preceding
sentence, the excess of the aggregate fair market value of the shares subject to
such new option immediately after consummation of such disposition of stock or
assets over the aggregate option price of such shares of the surviving
corporation shall be no more than the excess of the aggregate fair market value
of all shares subject to the old Option immediately before consummation of such
disposition of stock or assets over the aggregate Option Price of such shares of
the Company, and the new option shall not give the Optionee additional benefits
which such Optionee did not have under the old Option or deprive the Optionee of
benefits which the Optionee had under the old Option. If such substitution of
options is effectuated, the Optionee's rights under the old Option shall
thereupon terminate.

9.      MERGERS AND ACQUISITIONS.

        (a) If the Company at any time should succeed to the business of another
corporation through a merger or consolidation, or through the acquisition of
stock or assets of such corporation, Options may be granted under the Plan to
option holders of such corporation or its subsidiaries, in substitution for
options or rights to purchase stock of such corporation held by them at the time
of succession. The Board or Compensation Committee shall have sole and absolute
discretion to determine the extent to which such substitute Options shall be
granted (if at all), the person or persons within the eligible group to receive
such substitute Options (who need not be all option holders of such
corporation), the number of Options to be received by each such person, the
Option Price of such Option, and the terms and conditions of such substitute
Options; provided, however, that the terms and conditions of the substitute
Options shall comply with the provisions of Section 425 of the Code, such that
the excess of the aggregate fair market value of the shares subject to such
substitute Option immediately after the substitution or assumption over the
aggregate option price of such shares is not more that the excess of the
aggregate fair market value of all shares subject to the substitute Option
immediately before such substitution or assumption over the aggregate option
price of such shares, and the substitute Option or the assumption of the old
option does not give the holder thereof additional benefits which he or she did
not have under such old option.

        (b) Notwithstanding anything to the contrary herein, no Option shall be
granted, nor any action taken, permitted or omitted, which could cause the Plan,
or any Options granted hereunder as to which Rule 16b-3 under the Securities
Exchange Act of 1934 may apply, not to comply with such Rule.

10.     TERMINATION OF EMPLOYMENT.

        (a) In the event that the Optionee's employment, consulting or other
arrangement with the Luminent, the Company or an Affiliated Company, is
terminated for any reason other than death or disability, any unexercised
Accrued Installments of the Option granted hereunder to such terminated Optionee
shall expire and become unexercisable as of the earlier of:

                (i) the applicable Option Expiration Date; or


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                (ii) a date 30 days after such termination occurs, provided
                however, that the Board or Compensation Committee may, in the
                exercise of its discretion, extend said date up to and including
                a date two years following such termination.

        (b) In the event that the Optionee's employment, consulting or other
arrangement with Luminent, the Company or an Affiliated Company, is terminated
due to the death or disability of the Optionee, any unexercised Accrued
Installments of the Option granted hereunder to such Optionee shall expire and
become unexercisable as of the earlier of:

                (i) the applicable Option Expiration Date; or

                (ii) the first anniversary of the date of death of such Optionee
                (if applicable); or

                (iii) the first anniversary of the date of the termination of
                employment, directorship or consulting or other arrangement by
                reason of disability (if applicable). Any such Accrued
                Installments of a deceased Optionee may be exercised prior to
                their expiration by (and only by) the person or persons to whom
                the Optionee's Option right shall pass by will or by the laws of
                descent and distribution, if applicable, subject, however, to
                all of the terms and conditions of this Plan and the applicable
                Stock Option Agreement governing the exercise of Options granted
                hereunder.

        (c) For purposes of this Section 10, an Optionee shall be deemed
employed by Luminent, the Company or an Affiliated Company, during any period of
leave of absence from active employment as authorized by the Company (or
Affiliated Company).

11.     EXERCISE OF OPTIONS.

        (a) An Option shall be deemed exercised when written notice of such
exercise has been given to the Company at its principal business office by the
person entitled to exercise the Option and full payment in cash or cash
equivalents (or with shares of Common Stock pursuant to Section 12) for the
shares with respect to which the Option is exercised has been received by the
Company.

        (b) An Option may be exercised in accordance with this Section 11 as to
all or any portion of the shares covered by any Accrued Installment of the
Option from time to time during the applicable Option period, but shall not be
exercisable with respect to fractions of a share.

        (c) As soon as practicable after any proper exercise of an Option in
accordance with the provisions of this Plan, the Company shall, without charging
transfer or issue tax to the Optionee, deliver to the Optionee at the main
office of the Company, or such other place as shall be mutually acceptable, a
certificate or certificates representing the shares of Common Stock as to which
the Option has been exercised. The time of issuance and delivery of the Common
Stock may be postponed by the Company for such period as may be required for it
with reasonable diligence to comply with any applicable listing requirements of
any national or regional securities exchange and any law or regulation
applicable to the issuance and delivery of such shares.

12.     PAYMENT OF EXERCISE PRICE WITH COMPANY STOCK

        The Board or Compensation Committee may provide that, upon exercise of
the Option, the Optionee may elect to pay for all or some of the shares of
Common Stock underlying the Option with shares of Common Stock of the Company
previously acquired and owned at the time of exercise by the Optionee, subject
to all restrictions and limitations of applicable laws, rules and regulations,
including Section 425(c)(3) of the Code, and provided that the Optionee will
make representations and warranties satisfactory to the Company regarding his or
her title to the shares used to effect the purchase, including without
limitation representations and warranties that the Optionee has good and
marketable title to such shares free and clear of any and all liens,
encumbrances, charges, equities, claims, security interests, options or
restrictions and has full power to deliver such shares without obtaining the
consent or approval of any person or governmental authority other than those
which have already given consent or approval in a form satisfactory to the
Company. The equivalent dollar value of the shares used to effect the purchase
shall be the fair market value of the shares on the date of the purchase as
determined by the Board or Compensation Committee in its sole discretion,
exercised in good faith.

        The terms and conditions of Options granted under the Plan shall be
evidenced by a Stock Option Agreement (the "Agreement") executed by the Company
and the person to whom the Option is granted. Each agreement shall contain the
following provisions:


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        (a) A provision fixing the number of shares which may be issued upon
exercise of the Option;

        (b) A provision establishing the Option exercise price per share;

        (c) A provision establishing the times and the installments in which
Options may be exercised, provided, however, such times and installments shall
not be less than 20% of the number of shares covered by such Option each year
from the Option Grant Date;

        (d) A provision incorporating therein this Plan by reference;

        (e) A provision fixing the maximum duration of the Option as not more
than ten (10) years from the Option Grant Date for Options granted.

        (f) Such representations and warranties by the Optionee as may be
required by Section 22 of this Plan or as may be required by the Board or
Compensation Committee in its discretion;

        (g) Any other restriction (in addition to those established under this
Plan) as may be established by the Board or Compensation Committee with respect
to the exercise of the Option, the transfer of the Option, and/or the transfer
of the shares purchased by exercise of the Option, provided that such
restrictions are not in conflict with this Plan; and

        (h) Such other terms and conditions not inconsistent with this Plan as
may be established by the Board or Compensation Committee.

13.     TAXES, FEES AND EXPENSES.

        The Company shall pay all original issue and transfer taxes (but not
income taxes, if any) with respect to the grant of Options and/or the issue and
transfer of shares pursuant to the exercise of such Options, and all other fees
and expenses necessarily incurred by the Company in connection therewith, and
will from time to time use its best efforts to comply with all laws and
regulations which, in the opinion of counsel for the Company, shall be
applicable thereto.

14.     WITHHOLDING OF TAXES.

        The grant of Options hereunder and the issuance of Common Stock pursuant
to the exercise of such Options is conditioned upon the Company's reservation of
the right to withhold, in accordance with any applicable law, from any
compensation payable to the Optionee any taxes required to be withheld by
federal, state or local law as a result of the grant or exercise of any such
Option.

15.     AMENDMENT OR TERMINATION OF THE PLAN.

        (a) The Board may amend this Plan from time to time in such respects as
the Board may deem advisable, provided, however, that no such amendment shall
operate to (i) affect adversely an Optionee's right under this Plan with respect
to any Option granted hereunder prior to the adoption of such amendment, except
as may be necessary, in the judgment of counsel to the Company, to comply with
any applicable law, (ii) change the manner of determining the Option exercise
price, (iii) change the classes of persons eligible to receive Options under the
Plan, or (iv) extend the maximum duration of the Option or the Plan.

        (b) The Board may at any time terminate this Plan. Any such termination
of the Plan shall not, without the written consent of the Optionee, alter the
terms of Options already granted and such Options shall remain in full force and
effect as if this Plan had not been terminated.

16.     OPTION NOT TRANSFERABLE.

        Options granted under this Plan may not be sold, pledged, hypothecated,
assigned, encumbered, gifted or otherwise transferred or alienated in any
manner, either voluntarily or involuntarily by operation of law, other than by
will or the laws of descent and distribution (collectively referred to herein as
a "Transfer"), and may be exercised during the lifetime of an Optionee only by
such Optionee; provided, that by a resolution adopted after an Option is granted
the Board or Compensation Committee may, on such terms and conditions as it may
determine to be appropriate, permit an Option to be Transferred if, at the time
of such Transfer, the registration under the Securities Act of 1933 of the
shares issuable upon


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exercise of the Transferred Option is then permitted through the use of Form S-8
or similar successor Form.

17.     NO RESTRICTIONS ON TRANSFER OF STOCK.

        Common Stock issued pursuant to the exercise of an Option granted under
this Plan (the "Optioned Stock"), or any interest in such Optioned Stock, may be
sold, assigned, gifted, pledged, hypothecated, encumbered or otherwise
transferred or alienated in any manner by the holder(s) thereof, subject,
however, to any representations or warranties requested under Section 22 of this
Plan and also subject to compliance with any applicable federal, state or other
local law, regulation or rule governing the sale or transfer of stock or
securities.

18.     RESERVATION OF SHARES OF COMMON STOCK.

        The Company, during the term of this Plan, will at all times reserve and
keep available such number of shares of its Common Stock as shall be sufficient
to satisfy the requirements of the Plan.

19.     RESTRICTIONS ON ISSUANCE OF SHARES.

        The Company, during the term of this Plan, will use its best efforts to
seek to obtain from the appropriate regulatory agencies any requisite
authorization in order to grant Options or issue and sell such number of shares
of its Common Stock as shall be sufficient to satisfy the requirements of the
Plan. The inability of the Company to obtain from any such regulatory agency
having jurisdiction thereof the authorization deemed by the Company's counsel to
be necessary to the lawful grant of Options or the issuance and sale of any
shares of its stock hereunder or the inability of the Company to confirm to its
satisfaction that any grant of Options or issuance and sale of any shares of
such stock will meet applicable legal requirements shall relieve the Company of
any liability in respect of the non-issuance or sale of such stock as to which
such authorization or confirmation has not been obtained.

20.     NOTICES.

        Any notice to be given to the Company pursuant to the provisions of this
Plan shall be addressed to the Company in care of its Secretary at its principal
office, and any notice to be given to a person to whom an Option is granted
hereunder shall be addressed to him or her at the address given beneath his or
her signature on his or her Stock Option Agreement, or at such other address as
such person or his or her transferee (upon the transfer of Optioned Stock) may
hereafter designate in writing to the Company. Any such notice shall be deemed
duly given when enclosed in a properly sealed envelope or wrapper addressed as
aforesaid, registered or certified, and deposited, postage and registry or
certification fee prepaid, in a post office or branch post office regularly
maintained by the United States Postal Service. It shall be the obligation of
each Optionee and each transferee holding Optioned Stock to provide the
Secretary of the Company, by letter mailed as provided hereinabove, with written
notice of his or her correct mailing address.

21.     ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

        If the outstanding shares of Common Stock of the Company are increased,
decreased, changed into or exchanged for a different number or kind of shares of
the Company through reorganization, recapitalization, reclassification, stock
dividend, stock split or reverse stock split, then an appropriate and
proportionate adjustment shall be made in the number or kind of shares which may
be issued upon exercise of Options granted under the Plan; provided, however
that no such adjustment need be made if, upon the advice of counsel, the Board
determines that such adjustment may result in the receipt of federally taxable
income to holders of Options granted hereunder or the holders of Common Stock or
other classes of the Company's securities.

22.     REPRESENTATIONS AND WARRANTIES.

        As a condition to the grant of any Option hereunder or the exercise of
any portion of an Option, the Company may require the person to be granted or
exercising such Option to make any representation and/or warranty to the Company
as may, in the judgment of counsel to the Company, be required under any
applicable law or regulation, including, but not limited to, a representation
and warranty that the Option and/or shares issuable or issued upon exercise of
such Option are being acquired only for investment, for such person's own
account and without any present intention to sell or distribute such Option or
shares, as the case may be, if, in the opinion of counsel for the Company, such
representation is required under the Securities Act of 1933, the California
Corporate Securities Law of 1968 or any other applicable law, regulation or rule
of any governmental agency.


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23.    NO ENLARGEMENT OF EMPLOYEE RIGHTS.

        This Plan is purely voluntary on the part of the Company, and while the
Company hopes to continue it indefinitely, the continuance of the Plan shall not
be deemed to constitute a contract between the Company and any employee, or to
be consideration for or a condition of the employment of any employee. Nothing
contained in the Plan shall be deemed to give any employee the right to be
retained in the employ of the Company or its Affiliated Companies, or to
interfere with the right of the Company or an Affiliated Company to discharge or
retire any employee thereof at any time. No employee shall have any right to or
interest in Options authorized hereunder prior to the grant of such an option to
such employee, and upon such grant he or she shall have only such rights and
interests as are expressly provided herein, subject, however, to all applicable
provisions of the Company's Certificate of Incorporation, as the same may be
amended from time to time.

24.     INFORMATION TO OPTION HOLDERS.

        During the period any options granted to employees of the Company remain
outstanding, such employee-option holders shall be entitled to receive, on an
annual or other periodic basis more frequent than annual, financial and other
information regarding the Company. The Board or the Compensation Committee shall
exercise its discretion with regard to the nature and extent of the financial
information so provided, giving due regard to the size and circumstances of the
Company and, if the Company provides annual reports to its shareholders, the
Company's practice in connection with such annual reports. Notwithstanding the
above, if the issuance of options under the Plan is limited to key employees
whose duties in connection with the Company assure their access to equivalent
information, this Section 24 shall not apply to such employees and plan.

25.     LEGENDS ON STOCK CERTIFICATES.

        Each certificate representing Common Stock issued under this Plan shall
bear whatever legends are required by federal or state law or by any
governmental agency. In particular, unless an appropriate registration statement
is filed pursuant to the Securities Act of 1933, as amended, with respect to the
shares of Common Stock issuable under this Plan, each certificate representing
such Common Stock shall be endorsed on its face with the following legend or its
equivalent:

"Neither the Option pursuant to which the shares represented by this certificate
are issued nor said shares have been registered under the Securities Act of
1933, as amended (the "Act"). Transfer or sale of such securities or any
interest therein is unlawful except after registration, or pursuant to an
exemption from the registration requirements, as provided in the Act and the
regulations thereunder."

        A copy of this Plan shall be delivered to the Secretary of the Company
and shall be shown by him or her to each eligible person making reasonable
inquiry concerning it. A copy of this Plan also shall be delivered to each
Optionee at the time his or her Options are granted.

26.     VOTING RIGHTS OF THE OPTIONED STOCK

        Upon exercise of the Options granted under this Plan, the Optioned Stock
issued pursuant to the exercise of such Options shall have the same voting
rights as all of the other shares of Common Stock then outstanding.

27.     SPECIFIC PERFORMANCE.

        The Options granted under this Plan and the Optioned Stock issued
pursuant to the exercise of such Options cannot be readily purchased or sold in
the open market, and, for that reason among others, the Company and its
shareholders will be irreparably damaged in the event that this Plan is not
specifically enforced. In the event of any controversy concerning the right or
obligation to purchase or sell any such Option or Optioned Stock, such right or
obligation shall be enforceable in a court of equity by a decree of a specific
performance. Such remedy shall, however, be cumulative and not exclusive, and
shall be in addition to any other remedy which the parties may have.

28.     INVALID PROVISION.

        In the event that any provision of this Plan is found to be invalid or
otherwise unenforceable under any applicable law, such invalidity or
unenforceability shall not be construed as rendering any other provisions
contained herein invalid or unenforceable, and all such other provisions shall
be given full force and effect to the same extent as though the invalid or
unenforceable provision was not contained herein.


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29.     APPLICABLE LAW.

        This Plan shall be governed by and construed and enforced in accordance
with the laws of the State of Delaware.

30.     SUCCESSORS AND ASSIGNS.

        This Plan shall be binding on and inure to the benefit of the Company
and the employees to whom an Option is granted hereunder, and such employees'
heirs, executors, administrators, legatees, personal representatives, assignees
and transferees.

        IN WITNESS WHEREOF, pursuant to the due authorization and adoption of
this Plan by the Board on December 28, 2001, the Company has caused this Plan to
be duly executed by its duly authorized officer.


                                                MRV COMMUNICATIONS, INC.



                                                /s/ NOAM LOTAN
                                                --------------------------------
                                                By: Noam Lotan
                                                Its: President and Chief
                                                     Executive Officer


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