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                                                                   Exhibit 10.33




August 15, 2000

Mr. Jeff Friedman
455 South Irving
Los Angeles, CA  90020

Dear Mr. Friedman:

     Oplink Communications, Inc. (the "Company") is pleased to offer you the
position of Associate General Counsel, on the following terms.

     You will be responsible for all legal and regulatory affairs of the Company
and will report to Joseph Liu, Chief Executive Officer. You will work at our
facility located at 3469 North First Street, San Jose, California. Of course,
the Company may change your position, duties, and work location from time to
time as it deems necessary.

     Your compensation of $100,000 per year, less payroll deductions and all
required withholdings, will be payable on a biweekly basis. You will be eligible
for the following standard Company benefits: medical insurance, 401(k)
retirement savings plan, vacation, sick leave and holidays. Details about these
benefits are provided in the Employee Handbook and plan summaries, available for
your review. The Company may modify compensation and benefits from time to time
as it deems necessary.

     As equity compensation, you will be given the opportunity to purchase
100,000 shares of the Company's Common Stock, subject to approval by the
Company's Board of Directors. The price of such shares shall be the fair market
value of the stock at the time of the grant, as determined by the Company's
Board of Directors. Any shares so purchased will be subject to vesting on the
following terms: 25% shall vest after one year with the balance vesting equally
on a monthly basis over the next three years; provided, however, that in the
event of a "Change of Control" (as defined below) AND if you are terminated
without "Cause" (as defined below) the following immediate vesting
acceleration will occur: (1) In the event of a Change of Control and you are
terminated without cause within the first year of your employment with the
Company, 1/48th of your total options will vest for each month that you were
employed with the Company during the first year, up to 12 months, and an
additional 12 months (25%) of your total options will immediately vest, but
in no event exceeding 24 months (50%) of your total options; and (2) In the
event of a Change of Control and you are terminated without cause after the
first year of your employment with the Company, you will vest the months
actually worked, as stated above, plus an additional 12 months (25%) of your
total options shall be accelerated and immediately vest upon the closing of
the Change of Control and the termination without Cause.

     For the purpose of this Employment Letter Agreement, "CHANGE OF CONTROL"
means any one of the following transactions: (i) a sale, lease or other
disposition of all or substantially all of the assets of the Company; (ii) a
merger or consolidation in which the Company is not the surviving corporation,
or (iii) a reverse merger in which the Company is the surviving corporation but
the shares of the Common Stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, and "CAUSE" means the occurrence of any of the
following: (i) theft, misappropriation or embezzlement of Company property by
the employee, or falsification of any Company documents or records by the
employee; or (ii) conviction (including any plea of guilty or NOLO CONTENDERE)
of any felony or other crime involving moral turpitude or dishonesty by the

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                                                               Mr. Jeff Friedman
                                                                 August 15, 2000
                                                                          Page 2


employee; or (iii) any material breach by the employee of any employment
agreement between the employee and the Company, which breach is not cured
pursuant to the terms of such agreement.

     In the event of a change of control defined above on page one, termination
without cause includes: (i) a relocation of the employee to another facility in
excess of 45 miles from the employee's then present location; (ii) a reduction
in the employee's compensation immediate prior to the change of control; (iii)
reduction in the employee's job title or responsibility.

     You will be eligible to participate in the new Employee Stock Purchase Plan
as provided under the terms of the plan. The Employee Stock Purchase Plan will
become effective upon the completion of the Company's public offering.

     You will be paid a signing bonus of $10,000 and a relocation allowance of
$10,000, both of which will be paid in full upon your first day of employment
with the Company. If you voluntarily terminate your employment or are terminated
with Cause (as defined above) by the Company within the first year of your
employment, you will be required to pay back the bonus and the relocation
allowance at one-twelfth (1/12) per month within 30 days of termination.

     As a Company employee, you will be expected to abide by the Company's rules
and regulations, acknowledge in writing that you have read the Company's
Employee Handbook, and sign and comply with the attached Employment,
Confidential Information and Invention Agreement, which prohibits unauthorized
use or disclosure of the Company's proprietary information. During the period of
your employment, you will not engage in any employment or business activity
other than for the Company without the express written consent of the Company.

     Normal working hours are from 8:30 a.m. to 5:30 p.m., Monday through
Friday. As an exempt salaried employee, you will be expected to work additional
hours as required by the nature of your work assignments.

     You may terminate your employment with the Company at any time and for any
reason whatsoever simply by notifying the Company. Likewise, the Company may
terminate your employment at any time and for any reason whatsoever, with or
without cause or advance notice. This at-will employment relationship cannot be
changed except in a writing signed by a Company officer.

     This letter, together with your Employment, Confidential Information and
Invention Agreement, forms the complete and exclusive statement of your
employment agreement with the Company. The employment terms in this letter
supersede any other agreements or promises made to you by anyone, whether oral
or written. As required by law, this offer is subject to satisfactory proof of
your right to work in the United States.

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                                                               Mr. Jeff Friedman
                                                                 August 15, 2000
                                                                          Page 3


     Please sign and date this letter, and return it to me if you wish to accept
employment at the Company under the terms described above. This offer is valid
until August 31, 2000. If you accept our offer, we would like you to start on
August 17, 2000.

     We hope that your expertise will be an important part of our continued
effort to strive for excellence and greater success.

     We look forward to your favorable reply and to a productive and enjoyable
work relationship.

Very truly yours,


/s/ Jack Kao
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Jack Kao
Vice President
Human Resources



Accepted:


/s/ Jeff Friedman                       August 15, 2000
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Jeff Friedman                           Date