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                                                                  EXHIBIT 10.26

                         REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT ("Registration Rights Agreement"),
entered into as of ________________, 1996, between _________________, with
offices at ______________________  (the "Purchaser"), and MRV Communications,
Inc., a Delaware corporation with offices at 8943 Fullbright Avenue,
Chatsworth, California 91311 (the "Company").

                              W I T N E S S E T H:

         WHEREAS, pursuant to a Convertible Securities Subscription Agreement,
dated as of ________________, 1996 (the "Agreement"), by and between the
Company and the Purchaser, the Company has agreed to sell and the Purchaser has
agreed to purchase __________________ Dollars (U.S.  $____________) of the
Company's 5% Convertible Debentures due August 6, 1999 (the "Debentures")
convertible into shares of the Company's Common Stock, $0.0034 par value.  The
Company has further agreed, pursuant to the Agreement and under the
circumstances provided therein, to issue Warrants to purchase additional shares
of such Common Stock.  The shares of such Common Stock issuable upon conversion
of the Debentures and exercise of such Warrants are collectively referred to
herein as the "Shares".

         WHEREAS, pursuant to the terms of, and in partial consideration for,
the Purchaser's agreement to enter into the Agreement, the Company has agreed
to provide the Purchaser with certain registration rights with respect to the
Shares under certain circumstances set forth in the Agreement;

         NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in the
Agreement and this Registration Rights Agreement, the Company and the Purchaser
agree as follows:

1.       Certain Definitions.  As used in this Agreement, the following terms
shall have the following respective meanings.  Other terms used herein which
are defined in the Agreement, the Debentures or the Warrants shall have the
same meanings herein as they do in such other documents.

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

         "Registrable Securities" shall mean:  (i) Shares issued to Purchaser
or its designee upon conversion of the Debentures, upon exercise of the
Warrants or upon any stock split, stock dividend, recapitalization or similar
event with respect to such Shares; and (ii) any securities issued or issuable
to Purchaser or any Holder upon the conversion or exercise or exchange of any
Debentures, Warrants or Shares.

         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





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applicable rules and regulations thereunder, and the declaration or ordering of
the effectiveness of such registration statement.

         "Registration Expenses" shall mean all expenses to be incurred by the
Company in connection with Purchaser's exercise of its registration rights
under this Agreement, including, without limitation, all registration and
filing fees, printing expenses, fees and disbursements of counsel for the
Company, blue sky fees and expenses, reasonable fees and disbursements of
counsel to Holder for a "due diligence" examination of the Company, and the
expense of any special audits incident to or required by any such registration
(but excluding the compensation of regular employees of the Company, which
shall be paid in any event by the Company).

         "Selling Expenses" shall mean all underwriting discounts and selling
commissions, if any, applicable to the sale of Registrable Securities and all
fees and disbursements of counsel for Holder not included within "Registration
Expenses."

         "Holder" shall include the Purchaser and any transferee of Debentures,
Warrants, Shares or Registrable Securities which have not been sold to the
public to whom the registration rights conferred by this Agreement have been
transferred in compliance with Section 10 of this Agreement.

         "Registration Statement" shall have the meaning set forth in Section
2(a) herein.

         "Regulation D" shall mean Regulation D as promulgated pursuant to the
Securities Act, and as subsequently amended.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

2.       The Registration Requirements.  The Company shall file and use its
best efforts to cause to become effective, as promptly as possible and in any
event by the fifty-third (53rd) calendar day after the Closing Date, a
registration statement on Form S-3 under the Securities Act or, if Form S-3 is
not then available, another appropriate form covering the resale of the
Underlying Stock issuable on conversion of the Debentures and covering the
resale of the Warrant Stock issuable upon the exercise of the Warrants, and
shall take all action necessary to qualify the Underlying Stock and the Warrant
Stock under state "blue sky" laws as hereinafter provided.  The Company shall
use its diligent best efforts to effect the registrations contemplated by the
foregoing (including, without limitation, the execution of an undertaking to
file amendments and post-effective amendments, appropriate qualification under
and compliance with applicable blue sky or other state securities laws and
appropriate compliance with applicable regulations issued under the Securities
Act) and as would permit or facilitate the sale and distribution of all the
Registrable Securities in all states reasonably requested by the Holder for
purposes of maximizing the proceeds realizable by the Holder from such sale and
distribution.  Such best efforts by the Company shall include, without
limitation, the following:

                 (a)      The Company shall file (i) registration statements
                 with the Commission pursuant to Rule 415 under the Securities
                 Act on Form S-3 under the Securities Act and the Company shall
                 use its best efforts to qualify for the use of such Form (or
                 in the event that the





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                 Company is ineligible to use such form, such other form as the
                 Company is eligible to use under the Securities Act) covering
                 the Registrable Securities so to be registered (each, a
                 "Registration Statement"); (ii) such blue sky filings as shall
                 be reasonably requested to permit such sales provided,
                 however, that the Company shall not be required to register
                 the Registrable Securities in any jurisdiction that would
                 subject it to general service of process in any such
                 jurisdiction where it is not then so subject or subject the
                 Company to any tax in any such jurisdiction where it is not
                 then so subject or require the Company to qualify to do
                 business in any jurisdiction where it is not then so
                 qualified; and (iii) any required filings with the National
                 Association of Securities Dealers, Inc. ("NASD") or exchange
                 where the Shares are traded; all as soon as practicable after
                 the date hereof.  The Company shall use its best efforts to
                 have the Registration Statements and other filings declared
                 effective as soon thereafter as may be practicable.

                 (b)      The Company shall enter into such customary
                 agreements (including a customary underwriting agreement with
                 the underwriter or underwriters, if any) and take all such
                 other reasonable actions in connection therewith in order to
                 expedite or facilitate the disposition of such Registrable
                 Securities and in such connection, whether or not the
                 Registrable Securities are to be sold in an underwritten
                 offering, the Company shall:

                                    (i)              make such representations
                          and warranties to the Holder and the underwriter or
                          underwriters, if any, in form and substance and scope
                          as are customarily made by issuers to underwriters in
                          secondary underwritten offerings:

                                    (ii)             cause to be delivered to
                          the sellers of Registrable Securities and the
                          underwriter or underwriters, if any, opinions of
                          counsel to the Company, dated the effective day (or in
                          the case of an underwritten offering, dated the date
                          of delivery of any Registrable Securities sold
                          pursuant thereto) of the applicable registration
                          statement (which counsel, and opinions (in form, scope
                          and substance), shall be reasonably satisfactory to
                          the managing underwriter or underwriters, if any, and
                          the appointed representative or counsel of the Holder,
                          addressed to the Holder and each underwriter, if any,
                          covering the matters customarily covered in opinions
                          requested in secondary underwritten offerings and, in
                          the case of any underwritten offering, such other
                          matters as may be reasonably requested by the Holder;

                                    (iii)            cause to be delivered,
                          immediately prior to the effectiveness of the
                          applicable Registration Statement (and, in the case of
                          an underwritten offering, at the time of delivery of
                          any Registrable Securities sold pursuant thereto),
                          letters from the Company's independent certified
                          public accountants addressed to the Holder and each
                          underwriter, if any, stating that such accountants are
                          independent public accountants within the meaning of
                          the Securities Act and the applicable published rules
                          and regulations thereunder, and otherwise in customary
                          form and covering such financial and accounting
                          matters as are customarily covered by letters of the
                          independent certified public accountants delivered in
                          connection with secondary underwritten public
                          offerings;





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                                    (iv)             if an underwriting
                          agreement is entered into, cause the same to set forth
                          indemnification and contribution provisions and
                          procedures which are no less favorable to the Holder
                          and the Company than those contemplated by sections 9
                          and 10 with respect to all parties to be indemnified
                          pursuant to such sections;

                                    (v)              deliver such documents and
                          certificates as may be reasonably requested by the
                          Holder of the Registrable Securities being sold or the
                          managing underwriter or underwriters, if any, to
                          evidence compliance with clause (i) above and with any
                          customary conditions contained in the underwriting
                          agreement, if any, or other agreement entered into by
                          the Company;

the foregoing in this paragraph 2(b) shall be done at each closing under any
such underwriting or similar agreement or as and to the extent required
thereunder; provided, however, the foregoing in paragraph 2(b) shall not be
required on more than two (2) occasions.

(c)      At least ten (10) business days prior to the anticipated filing
thereof with the SEC, the Company shall make available for inspection and
review by the Holder, a representative or representatives of the Holder, any
underwriter participating in any disposition pursuant to a Registration
Statement, and any attorney or accountant retained by such Holder or
underwriter, any such registration statement or amendment or supplement or any
blue sky, NASD or other filing, all financial and other records, pertinent
corporate documents and properties of the Company as they may reasonably
request for the purpose, and cause the Company's officers, directors and
employees to supply all information reasonably requested by any such
representative, underwriter, attorney or accountant in connection with such
Registration Statement; provided, however, that the Holder shall first agree in
writing with the Company that any information that is reasonably and in good
faith designated by the Company in writing as confidential at the time of
delivery of such information shall be kept confidential by the Holder and that
the Holder will use reasonable efforts to cause its representatives and such
other persons so to keep such information confidential, unless (i) disclosure
of such information is required by court or administrative order or is
necessary to respond to inquiries of regulatory authorities, (ii) disclosure of
such information is required by law (including any disclosure requirements
pursuant to Federal securities laws in connection with the filing of any
Registration Statement or the use of any prospectus referred to in this
Agreement), (iii) such information becomes generally available to the public
other than as a result of a disclosure or failure to safeguard by any such
person, (iv) such information becomes available to any such person from a
source other than the Company and such source, to the knowledge of such
persons, is not bound by a confidentiality agreement with the Company, or (v)
such information was known to or is developed by such persons without reference
to such confidential information of the Company.

3.       Underwritten Distribution.  If the Holder intends to distribute the
Registrable Securities covered by a Registration Statement by means of an
underwriting, the Holder shall so advise the Company and, within 30 days of the
date thereof and without limiting the generality of other provisions hereof,
the Company will prepare and file such amendment or amendments to the
Registration Statement and make such other filings as may be necessary or
appropriate to effect any such underwritten distribution.





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4.       Multiple Holders.  If there is more than one Holder, such Holders
shall act with respect to their rights under this Agreement according to the
vote of a majority-in-interest.

5.       Expenses of Registration.  All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to this
Agreement shall be borne by the Company, and all Selling Expenses shall be
borne by the Holder.

6.       Registration Delay or Failure.  The Company acknowledges that its
failure to register the Registrable Securities in accordance with the Agreement
and this Registration Rights Agreement will cause the Holder to suffer damages
and undertake risks in amounts that will be difficult to ascertain and were not
anticipated in negotiating the terms hereof or of the Agreement, the Debentures
or the Warrants.  Accordingly the parties agree that it is appropriate to
include herein a provision for liquidated damages and to compensate the Holder
fairly for the additional risk undertaken by the Holder resulting from the
Company's delay or failure to effect such registrations.  The parties
acknowledge and agree that the provisions hereinafter set forth in this
Paragraph 6 represent the parties' good faith effort to quantify such damages
and to compensate for such additional risk and, as such, agree that the form
and amount of damages and risk compensation are reasonable and will not
constitute a penalty.

         (a)     If the Registration Statement covering the resale of the
Underlying Stock and the Warrant Stock is not effective by the fifty- third
(53rd) calender day after the Closing, then each of the X%s (as defined in the
Debentures) used in determining the Conversion Date Market Price (as defined in
the Debentures) shall be reduced by one (1) percentage point, and the X%s as so
reduced shall then and thereafter be applicable to and upon the conversion of
such Debentures, in lieu and in place of the X%s provided in the Debentures but
subject to further reduction as hereinafter provided in this Paragraph 6.

         (b)     If such Registration Statement still has not become effective
by the eighty-third (83rd) calendar day after the Closing, then each of such
X%s, as theretofore reduced pursuant to Paragraph 6(a) hereof, shall be further
reduced by one and one-half (1.5) percentage points and, as further so reduced,
shall then and thereafter be applicable to and upon conversion of the
Debentures, but subject to further reduction as hereinafter provided in this
Paragraph 6.

         (c)     If such Registration Statement still has not become effective
by the one hundred thirteenth (113th) calendar day after the Closing, then each
of such X%s, as theretofore reduced pursuant to Paragraphs 6(a) and (b) hereof,
shall be further reduced by another one and one-half (1.5) percentage points on
such 113th calendar day, and the X%s applicable to the Debentures, as so
reduced, shall then and thereafter be applicable to and upon the conversion of
such Debentures.

         (d)     If such Registration Statement still has not become effective
by the one hundred forty-third (143rd) calendar day after the Closing, then
there shall be paid to each Holder by the Company, in cash, on such 143rd day
and on each succeeding 30th day thereafter upon which such Registration
Statement still has not become effective, an amount equal to one and one-half
percent (1.5%) of the Outstanding Principal Amount of the Debentures held by
the Holder on such 158th day or succeeding 30th day, as the case may be, (each
such payment, a "30 Day Delay Payment") and if such Registration Statement
shall become effective after the one hundred





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thirteenth (113th) calendar day after the Closing but before such 143rd day or
any such succeeding 30th day, there shall also be paid to the Holder, in cash,
on the effective date of the Registration Statement a 30 Day Delay Payment
pro-rated according to the portion of the then current 30 day period ending on
such effective date.

         (e)     If such Registration Statement still has not become effective
by the first anniversary of the Closing, then, at the Holder's option exercised
at any time thereafter, the Company shall redeem the Holder's Debentures at a
Redemption Date designated by such Holder, and at the redemption price provided
in Paragraph 6(b) of the Debentures.

7.       Registration Procedures.  In the case of each registration effected by
the Company pursuant to this Agreement, the Company will keep the Holder
advised in writing as to initiation of each registration and as to the
completion thereof.  At its expense, the Company will use its best efforts to:

         (a)     Keep such registration effective for the period ending (i)
thirty-six (36) months after initial issuance of the Debentures, (ii) when the
Holder has completed the distribution of the Registrable Securities described
in the registration statement relating thereto, or (iii) the date on which the
Registrable Securities are distributed to the public pursuant to Rule 144(k) or
are saleable pursuant to Rule 144(k) promulgated under the Securities Act,
whichever first occurs.

         (b)     Furnish such number of prospectuses and other documents
incident thereto as the Holder from time to time may reasonably request.

8.       Suspension of Use of Registration Statement.  The Holder agrees that,
upon receipt of any notice from the Company of (A) the happening of any event
which makes any statements made in the registration statement(s) or related
prospectus(es) filed pursuant to this Registration Rights Agreement, or any
document incorporated or deemed to be incorporated therein by reference, untrue
in any material respect or which requires the making of any changes in such
registration statement(s) or prospectus(es) so that, in the case of such
registration statement(s), it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstance under
which they were made, not misleading or (B) that, in the judgment of the
Company's Board of Directors, it is advisable to suspend use of the
prospectus(es) for a discrete period of time due to pending corporate
developments which are or may be material to the Company but have not been
disclosed in the Registration Statement(s) or in relevant public filings with
the SEC, or (C) the SEC has issued a stop order suspending the effectiveness of
the Registration Statement(s), the Holder will forthwith discontinue
disposition of such Shares covered by such Registration Statement(s) or
prospectus(es) until it is advised in writing by the Company that use of the
applicable prospectus may be resumed, and has received copies of any additional
or supplemented filings that are incorporated or deemed to be incorporated by
reference in such prospectus(es).  The Company shall use all reasonable best
efforts to insure that the use of the prospectus(es) may be resumed as soon as
practicable, and in any event shall not be entitled to require the Holder to
suspend use of the prospectus(es) for more than fifteen (15) consecutive days
on any one occasion, more than twenty-five (25) consecutive days in the
aggregate on two occasions which are not at least 90 days apart or more than an
aggregate of thirty (30) days in any twelve month





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period.  Notwithstanding anything herein or in the Debentures to the contrary,
no Forced Conversion Notice (as defined in the Debentures) may be given and no
Forced Conversion (as defined in the Debentures) may occur during any such
suspension or discontinuance or within 30 trading days following such
resumption.

9.       Indemnification.

         (a)     Company Indemnity.  The Company will indemnify the Holder,
each of its officers, directors and partners, and each person controlling
Holder within the meaning of Section 15 of the Securities Act and the rules and
regulations thereunder with respect to which registration, qualification or
compliance has been effected pursuant to this Agreement, and each underwriter,
if any, and each person who controls, within the meaning of Section 15 of the
Securities Act and the rules and regulations thereunder, any underwriter,
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 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 or any state
securities law or in either case, any rule or regulation thereunder applicable
to the Company and relating to action 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 and partners, and each
person controlling such 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 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 (or
alleged untrue statement or omission) based upon written information furnished
to the Company by Holder or the underwriter and stated to be specifically for
use therein.  The Indemnity agreement contained in this Section 9(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 will not be unreasonably withheld).

         (b)     Holder Indemnity.  The Holder will, if Registrable Securities
held by it 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, 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 and the rules and regulations thereunder, each other Holder
(if any), and each of their officers, directors and partners, and each person
controlling such other Holder 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 statement therein
not misleading, and will reimburse the Company and such other Holders and their
directors, officers and partners, underwriters or control persons for any legal
or any other expenses reasonably





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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 Holder and stated to be
specifically for use therein; provided, however, that the obligations of Holder
shall not apply to amounts paid in settlement of any such claims, losses,
damages or liabilities if such settlement is effected without the consent of
Holder (which consent shall not be unreasonably withheld).

         (c)     Procedure.  Each party entitled to indemnification under this
Article (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 any
such claim in 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 be unreasonably 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 Article
except to the extent that the Indemnifying Party is actually prejudiced by such
failure to provide notice.  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 which 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 the defense of such claim and litigation resulting therefrom.

10.      Contribution.  If the indemnification provided for in Section 9 herein
is unavailable to the Indemnified Parties in respect of any losses, claims,
damages or liabilities referred to herein, then each such Indemnifying Party,
in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such losses, claims,
damages or liabilities (i) as between the Company on the one hand and the
Indemnified Parties on the other, in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the
Indemnified Parties, as the case may be, on the other from the offering of the
Registrable Securities, or (ii) if such allocation is not permitted by
applicable law, in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand
and of the Indemnified Parties, as the case may be, on the other, in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations.

         The relative benefits received by the Company on the one hand and the
Indemnified Parties, as the case may be, on the other shall be deemed to be in
the same proportion as the proceeds from the offering (net of underwriting
discounts and commissions but before deducting expenses) received by the
Company from the initial sale of the Debentures by the Company pursuant to the
Agreement bear to the gain realized by the Holder or the total underwriting





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discounts and commissions received by the underwriters as set forth in the
table on the cover page of the prospectus, as the case may be.  The relative
fault of the Company on the one hand and of the Holder or underwriters, as the
case may be, on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
omission to state a material fact relates to information supplied by the
Company, by the Holder or by the underwriters.

         In no event shall the obligation of any Indemnifying Party to
contribute under this Section 10 exceed the amount that such Indemnifying Party
would have been obligated to pay by way of indemnification if the
indemnification provided for under Section 9(a) or 9(b) hereof had been
available under the circumstances.

         The Company and the Holder agree that it would not be just and
equitable if contribution pursuant to this Section 10 were determined by pro
rata allocation (even if the Indemnified Parties were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraphs.  The amount paid or payable by an Indemnified Party as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraphs shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any such action
or claim.  Notwithstanding the provisions of this section, no Indemnified Party
shall be required to contribute any amount in excess of the amount by which (i)
in the case of the Holder, the net proceeds received by the Holder from the
sale of Registrable Securities or (ii) in the case of an underwriter, the total
price at which the Registrable Securities purchased by it and distributed to
the public were offered to the public exceeds, in any such case, the amount of
any damages that the Holder or underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.

11.      Survival.        The indemnity and contribution agreements contained
in Sections 9 and 10 and the representations and warranties of the Company
referred to in Section 2(b)(i) shall remain operative and in full force and
effect regardless of (i) any termination of the Agreement or any underwriting
agreement, (ii) any investigation made by or on behalf of any Indemnified Party
or by or on behalf of the Company and (iii) the consummation of the sale or
successive resales of the Registrable Securities.

12.      Information By Holder and Any Underwriters.  The Holder and the
underwriters, if any, shall furnish to the Company, within 20 business days of
the Company's request therefor, such information regarding such Holder or
underwriters, as the case may be, and the distribution proposed by such Holder
or underwriters 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 Agreement.

13.      Transfer of Assignment of Registration Rights.  The rights, granted to
Holder by the Company under this Registration Rights Agreement, to cause the
Company to register Registrable





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Securities, may be transferred or assigned to a transferee or assignee of any
of not less than $100,000 in principal amount of Debentures and any Warrants,
provided that the Company is given written notice by Holder at the time of or
within a reasonable time after said transfer or assignment, stating the name
and address of said 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 is not
deemed by the board of directors of the Company, in its reasonable judgment, to
be a competitor of the Company; and provided further that the transferee or
assignee of such rights agrees to be bound by this Registration Rights
Agreement.

14.      Miscellaneous.

         (a)     Entire Agreement.  This Registration Rights Agreement contains
the entire understanding and agreement of the parties with respect to the
subject matter hereof, and may not be modified or terminated except by a
written agreement signed by both parties.

         (b)     Notices.  Any notice or other communication given or permitted
under this Agreement shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by registered or certified mail, return
receipt requested, postage prepaid with a copy in each case sent on the same
day to the addressee by facsimile, Federal Express or other such expedited
means, (a) if to Purchaser, at its address hereinabove set forth, (b) if to the
Company, at its address hereinabove set forth, (c) if, to a Holder other than
the Purchaser, at the address thereof furnished by like notice to the Company,
or (d) to any such addressee at such other address or addresses as shall be so
furnished to the other parties hereto by like notice.

         (c)     Gender of Terms.  All terms used herein shall be deemed to
include the feminine and the neuter, and the singular and the plural, as the
context required.

         (d)     Governing Law.  Consent of Jurisdiction.  This Registration
Rights Agreement and the validity and performance of the terms hereof shall be
governed by and construed in accordance with the laws of the State of New York,
except to the extent that the law of the state of the Company's incorporation
regulates the Company's issuance of securities.  The parties hereto hereby
consent to, and waive any objection to the exercise of, personal jurisdiction
in the State of New York with respect to any action or proceeding arising out
of this Registration Rights Agreement.

         (e)     Title.  The titles used in this Registration Rights Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Agreement.

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         IN WITNESS WHEREOF, the parties hereto have cause this Registration
Rights Agreement to be duly executed as of the date first above written.





                                        By:_________________________
                                        Name:
                                        Its:


                                        MRV COMMUNICATIONS, INC.
                                        a Delaware Corporation


                                        By:_________________________
                                        Name:
                                        Title:




















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