MRV Communications, Inc. Exhibit 4.2





Exhibit 4.2


Form of Stock Option Agreement for the 2001 MRV Communications, Inc. Stock
Option Plan for Employees of Appointech, Inc.



This agreement, dated as of the __ day of _________ 2001 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 The 2001 MRV Communications, Inc.
Stock Option Plan for employees of Appointech, Inc. (the “Plan”) to permit
options to be granted to certain employees of the Company and its subsidiaries,
including Appointech, Inc. (“Appointech”) to purchase common shares of the
Company; and


     Whereas, the Optionee is employed by Appointech in a key capacity, and the
Company desires him or her to remain in such employ, 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 and to replace
options such employee had or may have had with Appointech prior to its
acquisition by the Company;


     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 __________(__________) per share. The Option Price shall be paid in
United States dollars.


     3. Subject to the provisions of paragraphs four (4) and six (6) hereof,
the option granted hereby may be exercised by the Optionee as follows:
______________________________________. 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 Appointech, the Company or its affiliated
companies (collectively 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)
January 18, 2006; (ii) 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 by the employer corporation; or
(iv) 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 paragraph 14 of the Plan occur, the
adjustments in Optioned Shares and Option Price therein provided shall be made.











     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 Appointech or any of its affiliated corporations prior to Appointech’s
acquisition by the Company.


     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.


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: 
	 	

	 	Noam Lotan
	 	Its:	President and Chief Executive Officer
	 
 
 
	 	

	 	      
              
        Optionee