<PAGE>

                                                                    Exhibit 10.3


                                    * Certain confidential information contained
                                    in this document, marked by brackets, has
                                    been omitted and filed separately with the
                                    Securities and Exchange Commission pursuant
                                    to Rule 406 of the Securities Act of 1933,
                                    as amended.

               MANUFACTURERS REPRESENTATIVE/DISTRIBUTOR CONTRACT

This contract, made this 26th day of January, 1998, is by and between Oplink
Communications Inc. under the laws of the state of California USA, having its
corporate offices at 721 Charcot Drive, San Jose, CA 95131, USA, hereinafter
referred to as the "Principal" and DBX Communications Inc., having its
corporate office at 454 Morris Avenue, Springfield, NJ 07081, USA,
hereinafter referred to as the "Distributor".

The Principal and Distributor hereby Agree To:

1.0      GENERAL PROVISIONS - APPLYING TO DISTRIBUTOR ACTING AS EITHER A
         DISTRIBUTOR OR SALES REPRESENTATIVE

(a)      The Principal hereby appoints the Distributor, and the Distributor
         hereby agrees to act for the Principal as its exclusive selling agent
         for the Principal's products designated in Exhibit A.

(b)      It is understood that the Principal shall not exercise any control over
         the activities and the operations of the Distributor, each being
         recognized hereunder as an independent contractor.

(c)      It is also understood that the Principal shall not place any
         restrictions upon the number of other Principals which the Distributor
         may represent. However, the Distributor agrees that it will not
         represent other Principals whose products or services are considered by
         the Principal as competitive with the products or services of the
         Principal herein designated in Exhibit A (except by mutual agreement in
         writing).

(d)      The Distributor agrees to use its best efforts to promote and sell the
         Principal's products or services in the territory hereinafter
         designated in Exhibit C.

(e)      The Distributor and Principal agree that the Distributor may be
         referred to as an Authorized Distributor and Representative in
         advertising, signs, trade listings, directories, and similar sales
         instruments until this agreement is terminated.

(f)      The Distributor shall preserve in strict confidence any information it
         obtains concerning the business of the Principal including, without
         limitation, trade secrets, information concerning the design or
         manufacture of the products or services, customer list, financial
         information, and shall not disclose such information to any person or
         entity.

(g)      The Distributor shall continue to represent the principal as herein
         provided until either party elects to terminate the relationship by
         giving the other party not less than thirty (30) days advanced written
         notice during the first year, sixty (60) days during the second year,
         and ninety (90) days during the third year and so on (non cumulative).

(h)      The Principal shall be responsible for supplying all catalogs,
         specification sheets, product photographs and other sales material that
         are reasonable for promoting the sale of the Principal's products by
         Distributor.

(i)      Principal will from time to time make price adjustments and will
         promptly notify Distributor of such changes.

                                     1.

<PAGE>

(j)      At the Principal's discretion, this contract shall include any new
         products or services developed or added by the Principal during the
         life of this Contract, so long as they are not competitive with the
         products or services of other Principals then represented by the
         Distributor. The Distributor may, however, decline to sell any new
         products developed by the Principal, by providing written notice within
         20 days of product announcement to Distributor. In such a case,
         Principal shall have the right to secure another Distributor to sell
         the products declined by Distributor.

(k)      Principal agrees to refrain from hiring any Personnel from Distributor
         for twelve months after termination of this agreement.

(l)      Confirming order notices and shipping schedules will be supplied to
         Distributor, by Principal, within 7 days after receipt of Distributor's
         purchase orders, or purchase orders received directly from customers.

(m)      The Principal agrees to hold the Distributor harmless from all
         liability for infringement of any patent rights or other rights of
         third parties which may result from the Distributor's sale and
         distribution of the Principal's products.

2.0      GENERAL PROVISIONS FOR "DISTRIBUTOR" ACTING AS A SALES REPRESENTATIVE

(a)      The Distributor shall sometimes act as a representative on large orders
         to one customer, where it is mutually agreed that it would be
         impractical for Distributor to purchase products from Principal and
         resell them to the customer. In such circumstances, and where it is
         agreed by Distributor and Principal, Principal shall ship directly to
         the customer and pay Distributor a commission as described herein.

(b)      The Principal grants the Distributor the exclusive right to sell its
         products and services to any customer, with the exception of those
         house accounts designated in Exhibit B.

(c)      The Distributor shall not have the authority on behalf of the Principal
         to accept the return of, or to make any allowances with respect to, any
         of the products or services without the prior written approval of the
         Principal.

(d)      The Principal shall establish and have exclusive control over all
         prices, discounts, specifications, and terms governing the sale and
         shipments of products directly to the customer. The Distributor shall
         not accept orders in the Principal's name or make price quotations or
         delivery promises without the Principal's prior approval.

(e)      All orders are subject to the acceptance of, or rejection by, an
         authorized officer of the Principal. The customer shall be notified in
         writing by the Principal of its acceptance of or rejection of the order
         and a copy of such writing shall be transmitted to the Distributor.

(f)      The Distributor shall pay all of its sales expenses, including any
         expense of its sub-agents, incurred in connection with the
         representation as herein contemplated.

(g)      It is understood that the full responsibility of all collections rests
         with the Principal which exercise complete control over the approval of
         customers, credits, orders and contracts.

(h)      The Distributor is not authorized to vary, alter, enlarge, or limit
         orders for the Principal's products or services or make representations
         or guarantees without Principal's prior written approval.

(i)      The Principal shall be solely responsible for the design, development,
         supply, production and performance of its products hereunder and the
         protection of its trade name or names.

(j)      At the Principal's discretion, this contract shall include any new
         products or services developed or added by the Principal during the
         life of this contract, so long as they are not competitive with the
         products or services of other Principals than represented by the
         Distributor.

                                       2.

<PAGE>

(k)      Terms for all shipments directly to a customer in Territory by
         Principal, shall be as follows:

                                  1. FOB San Jose, California, USA
                                  2. Irrevocable letter of credit

2.1      COMMISSIONS:

(a)      The Principal shall pay the Distributor a commission of [ * ]% based on
         the total of the "net invoice price" of all commissionable orders
         received from the territory.

(b)      The term "net invoice price" shall mean the price at which the products
         or services are actually sold to the customer after excluding all
         shipping costs and any other allowances expressly granted to the
         customer by the Principal including, but not limited to taxes,
         discounts, and insurance.

(c)      Occasionally, price is not the sole factor determining the placement of
         an order. In such cases, a lesser commission rate will be accepted by
         the Distributor if it appears to be in the best interest of both
         parties and if the amount of such lesser commission is mutually agreed
         upon in writing before a quotation is sent to the customer.

(d)      The parties recognize that sometimes the engineering jurisdiction and
         the ship to location are in different territories. In such cases, a
         50/50 split commission will apply. In any territory where there is no
         Distributor under contract, the Principal shall be considered to be
         such agent with respect to commissions.

(e)      Commissions are due and payable on or before the Fifteenth day of the
         month following the month in which the Principal received payment from
         the customer.

(f)      The Principal shall supply the Distributor with copies of all
         commissionable orders received directly by the Principal and copies of
         all order confirmations, shipping notices or invoices originated at the
         time of shipment. The aforesaid copies are to be furnished to the
         Distributor no less frequently than at monthly intervals.

3.0      GENERAL PROVISIONS FOR "DISTRIBUTOR" ACTING AS DISTRIBUTOR

(a)      Distributor shall purchase products form Principal at International
         List Price, less [ * ]%, and resell them to customers in the territory.
         Such sales shall be referred to as "Distributor sales orders" here
         under.

(b)      Acceptance of "distributor sales orders" shall be at the sole judgment
         of Distributor.

(c)      Terms on all Distributor orders shall be as follows:

                           (i)      FOB San Jose, California, USA

                           (ii)     Payment Net 45 days, after approval of
                                    credit.

4.0      ADDITIONAL PROVISIONS

(a)      This instrument contains the entire contract between the parties
         pertaining to the subject matter hereof and supersedes any prior or
         contemporaneous agreements, representations, negotiations or
         understandings between the parties not herein expressly set forth. No
         supplement, modification, promise, addition or amendment of this
         contract shall be effective or binding unless executed in writing by
         both parties. The mere acknowledgement or acceptance of any order
         inconsistent with the terms of the contract, or the making of
         deliveries pursuant thereto, shall not be deemed acceptance or approval
         of such inconsistent provisions. No waiver of any of the provisions of
         this contract shall

-------------------
* CONFIDENTIAL TREATMENT REQUESTED

                                      3.

<PAGE>

         be deemed to constitute a waiver of any other provision, whether or
         not similar, nor shall any one waiver constitute a continuing waiver.

(b)      Neither the Principal nor the Distributor shall by reason of the
         termination of the contract be liable to the other for compensation,
         reimbursement, or damage either on account of present or prospective
         profits on sales, or on account of expenditures, investments or
         commitments made in connection with the establishment, development or
         maintenance of the business of goodwill of the Principal or the
         Distributor or on account of any cause or thing whatsoever, provided,
         however, that such termination shall not effect the rights or
         liabilities of the parties with respect to any indebtedness then owing
         by either party to the other. Termination activities shall immediately
         halt credit extension to the Distributor.

5.0      DISPUTES

(a)      This contract shall be construed in accordance with, and shall be
         governed by, the laws of the State of California, USA.

(b)      All disputes in connection with this contract shall be finally settled
         under the Rules of Conciliation and Arbitration of the International
         Chamber of Commerce by one arbitrator appointed in accordance with said
         rules.

(c)      In the event of any litigation or arbitration between the parties
         hereto respecting or arising out of this contract, the prevailing
         party, whether or not such litigation proceeds to final judgment or
         determination, shall be entitled to recover all of the attorneys' fees,
         costs, in each and every such action, suit or other proceeding,
         including any and all appeals or petitions therefrom.

6.0      ASSIGNMENT

(a)      This contract is not transferable to others. Any change of ownership or
         primary control of the Distributor's company shall require a new
         Representation/Distribution contract.

(b)      Neither this contract nor any right or interest in it may be assigned
         by either party to any other person or corporation without the express
         written consent of the other party to this contract.

7.0      MISCELLANEOUS

(a)      The parties shall each execute any and all other documents and take any
         and all further steps which may be necessary or appropriate to
         implement the terms of this contract.

(b)      This contract shall be binding upon, and shall inure to the benefit of,
         each of the parties and their respective heirs, legal distributors,
         predecessors, successors, assignees, employees, partners, lawyers and
         all other persons and entities now, heretofore or hereafter having
         interest whatsoever with respect to the subject matter hereof.

(c)      Each of the parties hereto represents and warrants, as an inducement to
         the other to enter into this contract, that this contract is entered
         into freely and voluntarily by each of them, free of duress, fraud or
         undue influence of any kind, including contentions, and circumstances
         likely to influence judgment herein, and that each has read and fully

                                       4.

<PAGE>

         understands and consents to all the terms and provisions of this
         contract. The parties each further acknowledge that they each have
         either consulted with legal and tax counsel or have been given more
         than adequate opportunity to do so and elected not to seek counsel,
         that they have each actively participated in the negotiation and in the
         preparation hereof, and that they each understand the substance,
         meaning, content and legal effect of this contract.

(d)      The parties agree and acknowledge that if any portion of this contract
         is declared invalid, or unenforceable, such determination shall not
         effect the balance of this contract, but shall remain in full force and
         affect, as such invalid portion shall be deemed severable.

IN WITNESS OF, the parties hereto have executed this contract on the date and
year first shown herein.



DISTRIBUTOR                                     PRINCIPAL


By:   /s/ Alex Hsu                              By:   /s/ illegible
    ----------------------------                   --------------------------
Title:   President                              Title:   CTO
      --------------------------                     ------------------------
















                                    5.

<PAGE>


                               [OPLINK LOGO]



FAX: (408) 433-0608                       PHONE: (408) 433-0606

TO:           Dean Brosie                 FROM:    QIN ZHANG
COMPANY:      DBX                         Page     1
CC:                                       DATE:    7/28/1999
Regards       Commission Schedule         Fax #:   1-973-379-4939


Dear Dean,

Due to the overall dramatic price erosion, Oplink is now seeking every way to
stay competitive in the industry.

To do so, we will have to reduce our cost in a very agrgressive manners.
Hence, after reviewing your commission schedule, we will reduce the
commission with DBX for the [ * ] products to [ * ]% and for [ * ] products
to [ * ]%, effective October 1, 1999.

Once again, the significant drop of the selling price for the [ * ] products
have posed a serious financing constraint to Oplink and your understanding
shall be greatly appreciated. In general, Dean, we would expect your
commission on new business to remain [ * ]% but be reduced to approx. [ * ]%
when significant volume production begins. The [ * ], hopefully is an
exception which results from the severe price erosion on this product. Should
you have any questions, please feel free to contact us.

Best regards,

Qin Zhang

/s/ Qin Zhang










-----------------------
* CONFIDENTIAL TREATMENT REQUESTED


<PAGE>

                              [OPLINK LOGO]

FAX: (408) 433-0608                      PHONE:         (408) 433-0606

TO:             Dean Brosie              FROM:           QIN ZHANG
COMPANY:              DXB                Page                    1
CC:                                      DATE:           3/15/1999
Regards         Representation           Fax #:          1-973-379-4939


Dear Dean,

For the last two years, DXB has performed superbly in servicing the Lucent and
ADC accounts. Oplink is committed to supporting you, Lucent and ADC. However,
due to increasing market pressure on price, we are forced to cut our profit in
order to stay competitive. Under current high pressure from both customers and
competitors, it is inevitable that we need to, from time to time, review our
representatives' commission schedule. This letter is to inform you that the
commision schedule for DBX will be changed, effective July 1, 1999.

The revised commission will be [ * ] % on [ * ] products, [ * ] and [ * ]
components. For accounts and products not mentioned above, your commision will
be revised to [ * ]%.

Should you have any questions, please feel free to contact us. We are looking
forward to your reply.

Thank you very much,

Best regards,

Qin Zhang


--------------------------
*CONFIDENTIAL TREATMENT REQUESTED


<PAGE>

                             [OPLINK LOGO]


FAX: (408) 433-0608                                PHONE:  (408) 433-0606

TO:        Dean Brosie                             FROM:    QIN ZHANG
COMPANY:         DBX                               Page             1
CC:        Alex Hsu                                DATE:    1/11/2000
Regards    Commission and stock option (revised)   Fax #:   1-973-379-4939


Dear Dean,

As Oplink's most valued business partner, we appreciate what you have
contributed to Oplink for the last three year. The following is summary of our
phone conversation on January 6, 2000.

     1.  Oplink will grant Mr. Dean Brosie with 100,000 share of common stock at
         $1.50. The vesting schedule is 75,000 share immediately vested. The
         remaining 25,000 shares will be vested on January 1, 2001.

     2.  Mr. Dean Brosie will accept commission rescheduling based on the
         following table, effective April 1, 2000.

              -   New product order                     [ * ]%
              -   Existing product order                [ * ]%
              -   [ * ] order                           [ * ]%
              -   New product order is defined as 6-month period starting from
                  the date when customer first places order onward.

     3.  Both Oplink and Mr. Dean Brosie mutually agree to extend the advance
         notification requirement for termination of agreement from 3-month to
         12-month if one party decides to terminate the relationship.

Please feel free to contact me if you have any questions.

Best regards,

Qin Zhang

Accepted by:                            Date:
            ----------------------            ---------------------------

------------------------
*CONFIDENTIAL TREATMENT REQURESTED