Exhibit 10.14  WARRANT  MRV Communications, Inc. (the Company)
hereby offers                               
(the Grantee), pursuant to a resolution of the Board of Directors a Warrant
to purchase            shares
of the Common Stock, $.0017 par value per share, of the Company, at a price
of  $
per share, for a total exercise price of                                             
($              ).  The purchase price of this Warrant shall
correspond to the market value of the warrant as determined by applying the
Black & Scholes formula.  The Company is making this grant to you to
encourage your efforts in helping the Company to grow and succeed. Regardless
of your decision whether or not to buy, you are requested to keep the number of
shares for which you are eligible strictly confidential. The terms and
conditions upon which this Warrant may be exercised are as follows:  An offer of pre-emption of this warrant shall be
made by a written notice to the Board of Directors of the Company if the Grantee
wishes to convey his warrant according to the provisions of this agreement to
another person. The same apply in the event that the Grantee, who is an
employee of the Company, or another company within the Company group,
terminates his employment, irrespective of the reason of the termination of the
employment. Such an offer shall be made by written notice no later than at the
date of the termination of the employment. Accepting an employment in another
company within the Company group is not regarded as the termination of
employment in this respect.  Where the warrants have been offered to the
Company, the Company shall, no later than 45 days from the receipt of the
notice of the offer of pre-emption, inform the Grantee as to whether the
Company will buy the warrant, recommend another purchaser or inform that the
right of redemption shall not be exercised. The right to buy warrants offered
through pre-emption applies only to the whole offered item. The Company has no
obligation to buy the offered warrants or to recommend another purchaser.  The purchase price of the offered item of
warrants under the pre-emption right shall, with regard to one warrant,
correspond to the market value of the warrant, whereby the warrants market
value, in the event that the parties cannot agree, shall be calculated by an
independent evaluator, who shall be appointed by the Company.  The purchase price of warrants acquired after
exercise of the pre-emption right shall be paid no later than 45 days after the
Company has given notice that the right of redemption shall be exercised.  The pre-emption right form a non-detachable
condition of this warrants and is executable against any new holder of the
warrant. Should the Grantee transfer warrants to a third party without having
observed the provisions regarding pre-emption in this agreement, then the
Company shall not be obliged to allow such third party purchaser of the
warrants to subscribe for shares in the Company. The Grantee furthermore
accepts and agrees that any transfer of warrants to a third party that is
carried out without the observance of the provisions regarding pre-emption in
this agreement shall be regarded as a significant breach of this agreement.  Initials  1


In the event of any merger, consolidation or
sale of substantially all of the assets of MRV as an entirety, Grantee shall
have the right to exercise this Warrant into the kind and amount of shares of
stock and other securities and property (including cash) receivable by a holder
of the number of shares of Common Stock into which the Warrant might have been
exercisable immediately prior to such merger, consolidation or sale of
substantially all of the assets of MRV as an entirety. Any unexercised right to
this Warrant shall terminate without value on October 24, 2013 and are
immediately exercisable upon grant. The right to exercise this Warrant is
further restricted by other clauses within this document.  The rights represented by this Warrant may be
exercised during the life of the Warrant, at any time in whole or in part by
the surrender of this Warrant with the Purchase Form at the end hereof
properly executed, at the principal executive office of the MRV, payment to MRV
of the exercise price then in effect for the number of shares specified in the
above-mentioned Purchase Form. The Common Stock and the certificates for the
Common Stock so purchased shall be delivered to Grantee within a reasonable
time, not exceeding ten (10) days after the rights represented by this
Warrant shall have been so exercised. Cashless exercise of these Warrants
shall be allowed by the Company at its discretion and only in accordance with
U.S. Securities law. This warrant may be subdivided into smaller denominations
as requested by the Warrant holder.  MRV covenants and agrees that all shares of
Common Stock, which may be issued as part of this, Warrant will, upon issuance,
be validly issued, fully paid and non-assessable, and no personal liability
will attach to the holder thereof. MRV further covenants and agrees that,
during the life of the Warrant, MRV will at all times have authorized and
reserved a sufficient number of shares of its Common stock to provide for the
exercise of the Warrant.  The Warrant shall not entitle the Warrant holder
to any voting rights or other rights as a shareholder of MRV.  Initials  2


The exercise price in effect at any time and the
number and kind of securities purchasable upon the exercise of the warrant
shall be subject to adjustment from time to time upon the happening of certain
events as described below:  In case MRV shall (i) declare a dividend or
make a distribution on its outstanding shares of Common Stock in shares of
Common Stock, (ii) subdivide or reclassify its outstanding of Common Stock
into a greater number of shares, or (iii) combine or reclassify its
outstanding shares of Common Stock into a smaller number of shares, then the
appropriate adjustments in the number and kind of such securities subject to
this warrant shall be made and the exercise price in effect at the time of the
record date for such dividend or distribution or of the effective date of such
subdivision, combination, reclassification, reorganization, merger,
consolidation, or recapitalization shall be proportionately adjusted so that
the holder of this warrant exercised after such date shall be entitled to
receive the aggregate number and kind of shares of MRV Common Stock which, if this
Warrant had been exercised by such holder immediately prior to such date, he
would have owned upon such exercise and been entitled to receive upon such
dividend, distribution, subdivision, combination, reclassification,
reorganization, merger, consolidation or recapitalization. Provided however no
adjustment in the exercise price shall be required unless such adjustment would
require an increase or decrease of at least five cents in such price.  Grantee acknowledges that the warrant and the
shares underlying the Warrant of MRV Common Stock have not been registered with
the Securities and Exchange Commission and that it is taking the shares for
investment purposes in the event it exercises this Warrant and not with a view
towards distribution. Upon exercise of this Warrant a legend to this effect
will placed upon the certificates. MRV agrees to register with the Securities
Exchange Commission, at MRVs expense, the shares underlying the warrants after
the granting of these warrants.  This Agreement shall be governed by and in
accordance with the laws of the State of Delaware.     I have read and understand the terms and
conditions of these Warrants and I agree to abide by them.   Date  3