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                                                                 EXHIBIT 10.28


                            MRV COMMUNICATIONS, INC.
                               INTEL CORPORATION
                            ------------------------
                               INVESTOR AGREEMENT

         THIS INVESTOR AGREEMENT (this "Agreement") is made and entered into as
of November 26, 1996, by and among MRV COMMUNICATIONS, INC. a Delaware
corporation (the "Company"), and INTEL CORPORATION, a Delaware corporation (the
"Investor").

RECITALS:

         A.      Contemporaneously with the execution and delivery hereof, the
Investor is purchasing from the Company, and the Company is selling to the
Investor, two hundred thousand (200,000) shares of the Company's Common Stock
(as defined in Section 1 below) pursuant to the Common Stock Purchase Agreement
(as defined in Section 1 below), and the Company is at the same time issuing
the Warrants (as defined in Section 1 below) to the Investor.

         B.      In connection with the Investor's acquisition of Common Stock
and the Warrants, the Investor and the Company are entering into this Investor
Agreement to provide for certain rights and obligations with respect thereto.

                                   SECTION 1

                                  DEFINITIONS

         1.1     Certain Definitions.  As used in this Agreement, the following
terms shall have the meanings set forth below:

                 (a)      "Affiliate" shall have the meaning specified in Rule
12b-2 under the Exchange Act, as such rule is currently in effect.

                 (b)      "Commission" shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act.

                 (c)      "Common Stock" shall mean the Common Stock, par value
$.0034 per share, of the Company.

                 (d)      "Common Stock Purchase Agreement" shall mean that
certain Common Stock Purchase Agreement dated as of November 26, 1996 by and
between the Company and the Investor.





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         (e)     "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar successor federal statute and the rules and
regulations thereunder, all as the same shall be in effect from time to time.

         (f)     "Holder" shall mean the Investor, so long as the Investor
holds Registrable Securities, and any holder of Registrable Securities to whom
the registration rights conferred by this Agreement have been transferred in
compliance with Section 3 hereof.

         (g)     "Other Shareholders" shall mean persons other than Holders
who, by virtue of agreements with the Company, are entitled to include their
securities in certain registrations.

         (h)     "Registrable Securities" shall mean (i) shares of Common Stock
purchased by the Investor from the Company pursuant to the Common Stock
Purchase Agreement, (ii) any shares of Common Stock issued or then issuable
upon complete or partial exercise of the Warrants, and (iii) any shares of
Common Stock issued as a dividend or other distribution with respect to or in
exchange for or in replacement of the shares referenced in (i) and (ii) above,
provided, however, that Registrable Securities shall not include any shares of
Common Stock which have previously been registered or which have been sold to
the public.

         (i)     The terms "register," "registered" and "registration" shall
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act and applicable rules and
regulations thereunder, and the declaration or ordering of the effectiveness of
such registration statement.

         (j)     "Registration Expenses" shall mean all expenses incurred in
effecting any registration pursuant to this Agreement, including, without
limitation, all registration, qualification, and filing fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company, blue sky fees
and expenses, and expenses of any regular or special audits incident to or
required by any such registration, but shall not include Selling Expenses and
fees and disbursements of counsel for the Holders (but excluding the
compensation of regular employees of the company, which shall be paid in any
event by the Company).

         (k)     "Rule 144" shall mean Rule 144 as promulgated by the
Commission under the Securities Act, as such Rule may be amended from time to
time, or any similar successor rule that may be promulgated by the Commission.

         (l)     "Rule 145" shall mean Rule 145 as promulgated by the
Commission under the Securities Act, as such Rule may be amended from time to
time, or any similar successor rule that may be promulgated by the Commission.

         (m)     "Rule 415" shall mean Rule 415 as promulgated by the
Commission under the Securities Act, as such Rule may be amended from time to
time, or any similar successor rule that may be promulgated by the Commission.

         (n)     "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar successor federal statute and the rules and regulations
thereunder, all as the same shall be in effect from time to time.





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         (o)     "Selling Expenses" shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities and fees
and disbursements of counsel for the Holder (other than the fees and
disbursements of counsel included in Registration Expenses).

         (p)     "Subsidiary" of any party shall mean any corporation
partnership, joint venture, association or other business entity of which such
party now or hereafter owns, directly or indirectly, securities or other
ownership interests having ordinary voting power to elect a majority of the
board of directors or other governing body thereof.

         (q)     "Voting Securities" shall mean any securities of the Company
(unless the context specifically contemplates another issuer) having the
ordinary power to vote, in the absence of contingencies, in the election of
directors of the Company and any securities convertible, exchangeable or
exercisable for such securities (whether or not presently so convertible,
exchangeable or exercisable).

         (r)     "Warrants" shall mean the Warrants (as defined in the Common
Stock Purchase Agreement) dated the date hereof issued by the Company to the
Investor.

                                   SECTION 2

                              REGISTRATION RIGHTS

         2.1     Demand Registration.

                 (a)      Demand for Registration.  If the Company shall
receive from the Holders of at least 50% of the Registrable Securities at any
time (the "Demand Date") not earlier than December 31, 1996 a written request
that the Company effect any registration with respect to all or a part of the
Registrable Securities then, if the Commission has not prior to the Demand Date
declared effective a shelf registration statement pursuant to Rule 415 with
respect to all of the Registrable Securities (a "Shelf Registration Statement")
which is effective as of the Demand Date, the Company will, as soon as
practicable, use its best efforts to effect such registration (including,
without limitation, filing post-effective amendments, appropriate
qualifications under applicable blue sky or other state securities laws, and
appropriate compliance with the Securities Act) and as would permit or
facilitate the sale and distribution of all or such portion of such Registrable
Securities as are specified in such request.  The Company shall not be
obligated to effect, or to take any action to effect, any such registration
pursuant to this Section 2.1(a):

                          (A)     In any particular jurisdiction in which the
                 Company would be required to execute a general consent to
                 service of process in effecting such registration,
                 qualification, or compliance, unless the Company is already
                 subject to service in such jurisdiction and except as may be
                 required by the Securities Act;

                          (B)     Subject to the proviso in clause (A)(y) of
                 Section 2.3 hereof, after the Holder has initiated one such
                 registration pursuant to this Section 2.1(a);





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                          (C)     During the period starting with the date
                 sixty (60) days prior to the Company's good faith estimate of
                 the date of filing of, and ending on a date one hundred eighty
                 (180) days after the effective date of, a Company-initiated
                 registration; provided that the Company is actively employing
                 in good faith all reasonable efforts to cause such
                 registration statement to become effective;

                          (D)     If the Holders do not request that such
                 offering be firmly underwritten by one or more underwriters
                 selected by the Holder (subject to the consent of the Company,
                 which consent will not be unreasonably withheld);

                          (E)     If the Company and the Holder are unable to
                 obtain the commitment of the underwriter described in clause
                 (D) above to firmly underwrite the offer; or

                          (F)     If (1) the Demand Date is prior to March 31,
                 1997, and (2) on or prior to December 10, 1996, the Company
                 has filed with the Commission a Shelf Registration Statement
                 on Form S-3 covering the Registrable Securities which is being
                 diligently pursued by the Company with the Commission as of
                 the Demand Date.

                 (b)      Deferral.  Subject to the foregoing clauses (i)
through (vi) of subsection 2.1(a) above, the Company shall file a
registration statement covering the Registrable Securities so requested to be
registered as soon as practicable after receipt of the request or requests of
the Holders; provided, however, that if (i) in the good faith judgment of the
Board of Directors of the Company, such registration would be seriously
detrimental to the Company and the Board of Directors of the Company concludes,
as a result, that it is essential to defer the filing of such registration
statement at such time, and (ii) the Company shall furnish to the Holder a
certificate signed by the President of the Company stating that in the good
faith judgment of the board of Directors of the Company, it would be seriously
detrimental to the Company for such registration statement to be filed in the
near future and that it is, therefore, essential to defer the filing of such
registration statement, then the Company shall have the right to defer such
filing for the period during which such disclosure would be seriously
detrimental, provided that (except, as provided in clause (iii) of subsection
2.1(a) above) the Company may not defer the filing for a period of more than
one hundred eighty (180) days after receipt of the request of the Holder, and,
provided further, that the Company shall not defer its obligation in this
manner more than once in any twelve-month period.  The registration statement
filed pursuant to the request of the Holder may, subject to the provisions of
Section 2.3 hereof, include other securities of the Company.

                 (c)      Procedures and Cutbacks.  If the Company shall
request inclusion of other securities in any registration or underwriting
pursuant to Section 2.1(a), such securities shall be included in such
registration and underwriting, subject to the terms and conditions hereof. In
such event the Company shall (together with the Holder and other persons
proposing to distribute their securities through such underwriting) enter into
an underwriting agreement in customary form with the representative of the
underwriter or underwriters selected for such underwriting by the





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Holder, which underwriter or underwriters are reasonably acceptable to the
Company.  If a person who has requested inclusion in such registration as
provided above does not agree to the terms of any such underwriting agreement,
such person shall be excluded therefrom by written notice from the Company, the
underwriter or the Holders.  The securities so excluded shall also be withdrawn
from registration.  Notwithstanding any other provision of this Section 2. 1,
if the representative of the underwriters advises the Holder in writing that
marketing factors require a limitation on the number of shares to be
underwritten, the number of shares to be included in the underwriting or
registration shall be allocated as set forth in Section 2.3 hereof.

         2.2     Piggyback Registration.  If the Company shall propose, at any
time to register any of its securities under the Securities Act for sale for
cash for its own account or for the account of investors exercising their
respective registration rights (otherwise than in connection with the
registration of securities issuable pursuant to an employee stock option, stock
purchase or similar plan or pursuant to a merger, exchange offer or a
transaction of the type specified in Rule 145(a) under the Securities Act), or
a registration is requested by other holders of securities issued by the
Company exercising their respective registration rights, the Company shall give
the Holder notice of such proposed registration at least 20 days prior to, the
filing of a registration statement.  At the written request of the Holder
delivered to the Company within 15 days after the receipt of the notice from
the Company, which request shall state the number of Registrable Securities
that the Holder wishes to sell or distribute publicly under the registration
statement proposed to be filed by the Company, the Company shall use its best
efforts, subject to Section 2.3 hereof, to register under the Securities Act
such Registrable Securities (the "Piggyback Registration").  The Company shall
not be obligated to so use its best efforts more than two (2) times.

                 (b)      Procedures and Cutbacks.  If a Piggyback Registration
is to be an underwritten offering, the Company shall so advise the Holders as a
part of the written notice given pursuant to Section 2.2(a). In such event, the
right of the Holder to registration pursuant to Section 2.2(a) shall be
conditioned upon the Holder's participation in such underwriting and the
inclusion of the Holder's Registrable Securities in the underwriting to the
extent provided herein.  If the Holder intends to distribute its securities
through such underwriting, the Holder shall (together with the Company and the
other holders of securities of the Company with registration rights to
participate therein distributing their securities though such underwriting)
enter into an underwriting agreement in customary form with the representative
of the underwriter or underwriters selected by the Company.  Notwithstanding
any other provision of this Section 2.1, if the representative of the
underwriters advises the Holder in writing that marketing factors require a
limitation on the number of shares to be underwritten, the number of shares to
be included in the underwriting or registration shall be allocated as set forth
in Section 2.3 hereof

         2.3     Allocation of Registration Opportunities.

         (a)     If a registration is to be an underwritten registration and
the managing underwriters thereof advise the Company in writing that in their
opinion the number of securities requested to be included in the registration
(including all shares desired to be included by the Company or by any other
party holding demand or piggyback registration rights) exceeds the number which
can be sold in the offering, then:





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                 (1)      if the registration is initiated by the Holder under
         Section 2.1(a) hereof, then the Company shall include in the
         registration (x) first, any securities the Company proposes to sell;
         and (y) second, the Registrable Securities the Holder proposes to sell,
         together as one group with any securities proposed to be sold by any
         other party then having piggyback registration rights but not any
         demand registration rights, pro rata according to the total number of
         Voting Securities owned by each such party (provided, however, that if
         as a result of the Company's registration of any securities the Company
         proposes to sell, the Holder is unable to register all of the
         Registrable Securities the Holder, proposes to sell pursuant to the
         notice by which such registration was initiated, then the Holder shall
         have the right to initiate an additional registration under Section
         2.1(a) hereof); and (z) third, the shares proposed to be sold by any
         other party having piggyback registration rights, together as one group
         pro rata according to the total Voting Securities owned by each; or

                 (2)      if the registration is initiated by the Company, then
         the Company shall include in the registration (y) first, the
         securities the Company proposes to sell and (z) second, the shares
         proposed to be sold by the Holder and any other party having piggyback
         registration rights, together as one group pro rata according to the
         total Voting Securities owned by each; or

                 (3)      if the registration is initiated by a party other
         than the Holder or the Company, then the Company shall include in the
         registration (x) first, any securities the Company proposes to sell,
         and (y) second, the shares proposed to be sold by the party exercising
         its demand registration right, together as one group with any shares
         proposed to be sold by any party then having piggyback registration
         rights but not any demand registration rights, pro rata according to
         the total number of Voting Securities owned by each such party, and
         (z) third, any shares proposed to be sold by the Holder and any other
         party having registration rights, pro rata according to the total
         number of Voting Securities owned by each such party.

         (b)     For purposes of this Section 2.3, any executive officer of
the Company who owns any capital stock of the Company as of the date hereof
shall be deemed to have piggyback registration rights but no demand
registration rights.

         (c)     Notwithstanding any other provision of this Section 2.3, if
any underwritten registration to which Sections 2.2 and 2.3 apply is being made
prior to June 1, 1997 (and such registration is not initiated by the Holder
under Section 2.1(a)), then the Holder agrees that the securities it proposes
to sell in such registration shall be cut back (if required by the managing
underwriters) prior to any cutback of the securities proposed to be sold in
such registration by the executive officers of the Company.

         (d)     Registrable Securities not included in a registration pursuant
to the foregoing provisions of this Section 2.3 shall be withdrawn therefrom,
and the Company shall have no obligation to register such Registrable
Securities.


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         2.4     Expenses of Registration.  All Registration expenses incurred
in connection with any registration, qualification or compliance pursuant to
Sections 2.1, 2.2 and 2.5 hereof, and the reasonable fees of one counsel for
the selling shareholders in the case of a registration pursuant to Section 2.1
shall be borne by the Company.

        2.5     Shelf Registration.  The Company shall use its best efforts to
qualify for registration on Form S-3 or any comparable or successor form or
forms.  Promptly after the Company has qualified for the use of Form S-3, but in
no event to be later than December 31, 1996, the Company shall use its best
efforts to file with the Commission and make and keep effective until all
Registrable Securities have been sold by the Holder a shelf registration
statement pursuant to Rule 415 with respect to all of the Registrable
Securities.  Unless otherwise requested in writing by the Holder, the Company
shall include the Registrable Securities in the first registration statement on
Form S-3 filed by the Company with the Commission following the date hereof. If
and to the extent any shares of Common Stock become Registrable Securities upon
the vesting of the Warrants, the Company shall use its best efforts to include
such shares of Common Stock in a shelf registration statement within sixty (60)
days after such shares become Registrable Securities.

         2.6     Registration Procedures.  In the case of a registration
effected by the Company pursuant to Section 2.1, 2.2 or 2.5, the Company will
keep the Holder advised in writing as, to the initiation of the registration
and as to the completion thereof. At its expense, the Company will use its best
efforts to:

                 (a)      Keep such registration effective for a period of one
hundred twenty (120) days or until the Holder or Holders have completed the
distribution described in the registration statement relating thereto,
whichever first occurs; provided, however, that (i) such 120-day period shall
be extended for a period of time equal to the period the Holder refrains from,
selling any securities included in such registration at the request of an
underwriter of Common Stock (or other securities) of the Company; and (ii) in
the case of any registration of Registrable Securities on Form S-3 which are
intended to be offered on a continuous or delayed basis, such 120-day period
shall be extended, if necessary, to keep the registration statement effective
until all such Registrable Securities are sold, provided that Rule 145 or any
successor rule under the Securities Act, permits an offering on a continuous or
delayed basis, and provided further that applicable rules under the Securities
Act governing the obligation to file a post effective amendment permit, in lieu
of filing a post-effective amendment that (I) includes any prospectus required
by Section 10(a)(3) of the Securities Act or (II) reflects facts or events
representing a material or fundamental change in the information set forth in
the registration statement, the incorporation by reference of, information
required to be included in (I) and (II) above to be contained in periodic
sports filed pursuant to Section 13 or 15(d) of the Exchange Act in the
registration statement;

                 (b)      Prepare and file with the Commission such amendments
and supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;









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                 (c)      Furnish such number of prospectuses and other
documents incident thereto, including any amendment of or supplement to the
prospectus, as the Holder from time to time may reasonably request;

                 (d)      Notify the Holder at any time when a prospectus
relating to Registrable Securities being sold is required to be delivered under
the Securities Act of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading or incomplete in the light of the circumstances then existing, and
at the request of the Holder, prepare and furnish to the Holder a reasonable
number of copies of a supplement to or an amendment of such prospectus as may
be necessary so that, as thereafter delivered to the purchasers of such shares,
such prospectus shall not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or incomplete in the light of the
circumstances then existing;

                 (e)      Cause all such Registrable Securities registered
pursuant hereunder to be listed on each securities exchange one which similar
securities issued by the Company are then listed;

                 (f)      Provide a transfer agent and registrar for all
Registrable Securities registered pursuant to such registration statement and a
CUSIP number for all such Registrable Securities, in each case not later than
the effective date of such registration; and

                 (g)      In connection with any underwritten offering pursuant
to a registration statement filed pursuant to Section 2.1 or 2.2 hereof, the
Company will enter into an underwriting agreement reasonably necessary to
effect the offer and sale of Common Stock, provided such underwriting agreement
contains customary underwriting provisions and provided further that if the
underwriter so requests the underwriting agreement will contain customary
contribution provisions.

         2.7     Indemnification.

                 (a)      The Company will indemnify the Holder, each of its
officers, directors and partners, legal counsel, and accountants and each
person controlling the Holder within the within the meaning of Section 15 of
the Securities Act, with respect to which registration, qualification, or
compliance has been effected pursuant to this Section 2, and each underwriter,
if any, and each person who controls within the meaning of Section 15 of the
Securities Act any underwriter, against all expenses, claims, losses, damages,
and liabilities (or actions, proceedings, or settlements in respect thereof)
arising out of or based on any untrue statement (or alleged untrue statement)
of a material fact contained in any prospectus, offering circular, or other
document including any related registration statement, notification, or the
like) incident to any such registration, qualification, or compliance, or based
on any omission (or alleged omission) to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, or any violation by the Company of the Securities Act, the
Securities Exchange Act of 1934 or any rule or regulation thereunder applicable
to the Company and relating to action






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or inaction required of the Company in connection with any such registration,
qualification, or compliance, and will reimburse the Holder, each of its
officers, directors, partners, legal counsel, and accountants and each person
controlling the Holder, each such underwriter, and each person who controls any
such underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating and defending or settling any such claim, loss,
damage, liability, or action, provided that the Company will not be liable in
any such case to the extent that any such claim, loss, damage, liability, or
expense arises out of or is based on any untrue statement or omission based
upon written information furnished to the Company by the Holder or underwriter
and stated to be specifically for use therein, It is agreed that the indemnity
agreement contained in this Section 2.7(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent has
not been unreasonably withheld).

                 (b)      The Holder will, if, Registrable  Securities are
included in the securities as to which such registration, qualification, or
compliance is being effected, indemnify the Company, each of its directors,
officers, partners, legal counsel, and accountants and each underwriter, if
any, of the Company's securities covered by such a registration statement, each
person who controls the Company or such underwriter within the meaning of
Section 15 of the Securities Act, each Other Shareholder, and each of their
officers, directors, and partners, and each person controlling such Other
Shareholder, against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in any such registration
statement, prospectus, offering circular, or other document, or any omission
(or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse the Company and such other Shareholders, directors, officers,
partners, legal counsel, and accountants, persons, underwriters, or control
persons for any legal or any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability, or
action, in each case to the extent, but only to the extent, that such-untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement, prospectus, offering circular, or other
document in reliance upon and in conformity with written information furnished
to the Company by the Holder and stated to be specifically for use therein;
provided, however, that the obligations of the Holder hereunder shall not apply
to amounts paid in settlement of any such claims, losses,.damages, or
liabilities (or actions in respect thereof) if such settlement is effected
without the consent of the Holder (which consent shall not be unreasonably
withheld).

                 (c)      Each party entitled to indemnification under this
Section 2.7 (the "Indemnified Party") shall give notice to the party required
to provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may
be sought, and shall permit the Indemnifying Party to assume the defense of
such claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not unreasonably be withheld), and the Indemnified Party
may participate in such defense at such party's expense, and provided further
that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this Section
2.7, to the extent such failure is not



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prejudicial.  No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent
to entry of any judgment or enter into any settlement that does not include as
an unconditional term thereof the giving by the claimant, or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.  Each Indemnified Party shall furnish such information regarding
itself or the claim in question as an Indemnifying Party may reasonably request
in writing and as shall be reasonably required in connection with defense of
such claim and litigation resulting therefrom.

                 (d)      If the Indemnification provided for in this Section
2.7 is held by a court of competent jurisdiction to be unavailable to an
Indemnified Party with respect to any loss, liability, claim, damage, or expense
referred to therein, then the Indemnifying Party, in lieu of indemnifying such
Indemnified Party hereunder, shall contribute to the amount paid or payable by
such Indemnified Party as a result of such loss, liability, claim, damage, or
expense in such proportion as is appropriate to reflect the relative fault of
the Indemnifying Party on the one hand and of the Indemnified Party on the other
in connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations.  The relative fault of the Indemnifying Party and of the Party
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a material
fact relates to information supplied by the Indemnifying Party or by the
Indemnified Party and the parties relative intent, knowledge, access to
information, and opportunity to correct or prevent such statement or omission.

                 (e)      Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control as among the parties to the underwriting agreement.

         2.8     Information by Holder.  The Holder shall furnish to the
Company such information regarding the Holder and the distribution proposed by
the Holder as the Company may reasonably request in writing and as shall be,
reasonably required in connection with any registration, qualification, or
compliance referred to in this Section 2.

         2.9     Rule 144 Reporting.  With a view to making available the
benefits of certain rules and regulations of the Commission that may permit the
sale of the Restricted Securities to the public without registration, the
Company agrees to use its best efforts to:

                 (a)      Make and keep public information regarding the
Company available as those terms are understood and defined in Rule 144 under
the Securities Act, at all times from and after ninety (90) days following the
effective date of the first registration under the Securities Act filed by the
Company for an offering of its securities to the general public;

                 (b)      File with the Commission in a timely manner all
reports and other documents required of the Company under the Securities Act
and the Exchange Act at any time after it has become subject to such reporting
requirements;





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                 (c)      So long as the Holder owns any Restricted Securities,
the Holder upon written request a written statement by the Company as to its
compliance with the reporting requirements of Rule 144 (at any time from and
after ninety (90) days following the effective date of the first registration
statement filed by the Company for an off erring of its securities to the
general public), and of the Securities Act and the Exchange Act (at any time
after it has become subject to such reporting requirements), a copy of the most
recent annual or quarterly report of the Company, and such other reports and
documents so filed as the Holder may reasonably request in availing itself of
any rule or regulation of the Commission allowing the Holder to sell any such
securities without registration.

         2.10 Delay of Registration, The Holder shall not have any right to
take any action to restrain, enjoin, or otherwise delay any registration as the
result of any controversy that might arise with respect to the interpretation
or implementation of this Section 2.

         2.11    Expiration of Rights.  All rights of the Investor under this
Section 2 shall expire on the earlier of (a) the tenth anniversary of the date
hereof or (b) when all of the Registrable Securities held by the Holder could
be sold under Rule 144 within a three-month period.

                                   SECTION 3

                               TRANSFER OF SHARES

         If prior to the expiration of the period provided in Section 2 hereof,
the Holder transfers shares of Common Stock to a Subsidiary as provided
therein, the Holder may transfer or assign to such subsidiary the rights to
cause the Company to register Registrable Securities under Section 2 hereof,
provided that the Company is given written notice at the time of or within a
reasonable time after such transfer or assignment, stating the name and address
of the transferee or assignee and identifying the securities with respect to
which such registration rights are being transferred or assigned, and,
provided further, that the transferee or assignee of such rights assumes all of
the obligations of the Holder under this Agreement and no such assignment or
transfer shall operate to release the Holder from any of its obligations or
liabilities hereunder, If, at any time, the Holder sells or otherwise transfers
the Warrants, or if, after the expiration of the Period provided in Section 2
hereof, the Holder sells or otherwise transfers shares of Common Stock, then,
in connection therewith, the Holder may also transfer or assign the rights to
cause the Company to register securities under Section 2 hereof, provided that
the Company is given written notice at the time of, or within a reasonable time
after such transfer or assignment, stating the name and address of the
transferee or assignee and identifying the securities with respect to which
such registration rights are being transferred or assigned, and, provided
further, that the transferee or assignee of such rights assumes the obligations
of the Holder under this Agreement.

                                   SECTION 4

                                 MISCELLANEOUS


         4.1     Governing Law.  This Agreement shall be governed in all
respects by the laws of the State of Delaware,


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<PAGE>   12
         4.2     Successors and Assigns.  Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto.

         4.3     Entire Agreement, Amendment, Waiver.  This Agreement
constitutes the full and entire understanding and agreement between the parties
with regard to the subjects hereof and thereof. Neither this Agreement nor any
term hereof may be amended, waived, discharged or terminated, except by a
written instrument signed by the Company and the holders of all of the
Registrable Securities and any such amendment, waiver, discharge or termination
shall be binding on all such holders, but in no event shall the obligation of
any such holder hereunder be materially increased except upon the written
consent of such holder.

         4.4     Notices, etc.  All notices required or permitted hereunder
shall be in writing and shall be deemed effectively given (a) upon personal
delivery to the party notified, (b) three days after deposit with the United
States Post Office, by registered or certified mail, postage prepaid, return
receipt requested, (c) one day after deposit with a nationally recognized air
courier service such as DHL or Federal Express for next day delivery, or (d) on
the day of facsimile transmission, with confirmed transmission, to the
facsimile number shown below (or to such other facsimile number as the party to
be notified may indicate by ten (10) days advance written notice to the other
party in the manner herein provided), provided that notice is also given under
clauses (a), (b) or (c) above, in any such case addressed to the party to be
notified at the address indicated below for that party, or at such other
address as that party may indicate by ten (10) days advance written notice to
the other party in the manner herein provided.

If to Investor:                            Intel Corporation
                                           2200 Mission College Boulevard 
                                           Santa Clara, California 95052-8119 
                                           Facsimile:     (408) 765-7636

If to the Company:                         MRV Communications, Inc.
                                           8943 Fullbright Avenue
                                           Chatsworth, CA 91311
                                           Facsimile:. (818) 407-5656

         4.5     Delays or Omissions.  No delay or omission to exercise any
right, power or remedy accruing to the Holder, upon any breach or default of
the Company under this Agreement shall impair any such right, power or remedy
of the Holder nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of or in any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default therefore or thereafter
occurring.  Any waiver, permit, consent or approval of any kind or character on
the part of the Holder of any breach or default under this Agreement or any
waiver on the part of the Holder of any provisions or conditions of this
Agreement must be made in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement or by law or otherwise afforded to the Holder, shall be cumulative
and not alternative.





                                       12
<PAGE>   13
         4.6     Rights; Separability.  Unless otherwise expressly provided
herein, the Holder's rights hereunder are several rights, not rights jointly
held with any of the other Holders.  In case any provision of the Agreement
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining-provisions shall not in any way be affected or
impaired thereby.

         4.7     Information Rights.  The Company shall, so long as the
Investor holds shares of Common Stock purchased pursuant to the Common Stock
Purchase Agreement dated as of the date hereof by and between the Company and
the Investor, or the Warrants, or shares issued pursuant to the exercise of the
Warrants, furnish the Investor with a copy of all reports (including annual
reports on Form 10-K and quarterly reports on Form 10-Q) filed under the
Exchange Act or otherwise mailed to shareholders generally.

         4.8     Information Confidential.  The Holder and the Company each
acknowledge to the other that the Information received from the other party
pursuant hereto may be confidential and for the use of the recipient only.
Unless and until such information is made available to the public generally,
the recipient will not use such confidential information in violation of the
Exchange Act or reproduce, disclose or disseminate such information to any
other person (other than its employees or agents having a need to know the
contents of such information, and its attorneys), except in connection with the
exercise of rights under this Agreement, disclosure of such information is
required by law or legal process, in which event the party required to disclose
such information shall notify the other party in advance of such disclosure and
shall cooperate to give the other party a reasonable opportunity to seek a
protective order or a designation of "confidential treatment" or other action
or designation whereby such information will not be disclosed to the public
generally.

         4.9 Titles and Subtitles.  The titles of the paragraphs and
subparagraphs of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.

         4.10    Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instruments.





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<PAGE>   14
         IN WITNESS WHEREOF, the parties hereto have executed this Investor
Agreement effective as of the day and year first above written.

                                                MRV COMMUNICATIONS, INC.

                                                By:
                                                   ----------------------------
                                                Title:
                                                      -------------------------

                                                INTEL CORPORATION

                                                By:  /s/  DIANE R. LABRADOR
                                                   ----------------------------

                                                Title:  Assistant Treasurer
                                                      -------------------------















                                       14
<PAGE>   15
         IN WITNESS WHEREOF, the parties hereto have executed this Investor
Agreement effective as of the day and year first above written.



                                                MRV COMMUNICATIONS, INC.

                                                By:
                                                   ----------------------------
                                                Title:
                                                      -------------------------

                                                INTEL CORPORATION

                                                By:
                                                   ----------------------------
                                                           Diane R. Labrador

                                                Title:     Assistant Treasurer
                                                      -------------------------









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