Exhibit 10.27  MRV
COMMUNICATIONS, INC. 1997 INCENTIVE
STOCK OPTION PLAN AND NONSTATUTORY
STOCK OPTION PLAN (AS
ADOPTED ON NOVEMBER 11, 1997 AND AMENDED
AUGUST 3, 1998, OCTOBER 25, 1999, OCTOBER 31, 2000 AND
NOVEMBER 1, 2001 (SUBJECT TO STOCKHOLDER APPROVAL) (GIVES
EFFECT TO TWO-FOR-ONE STOCK SPLIT EFFECTED MAY 11, 2000)  1.  NAME, EFFECTIVE DATE AND PURPOSE.  (a) This Plan document
is intended to implement and govern two separate stock option plans of MRV
COMMUNICATIONS, INC., a Delaware corporation (the Company): the Incentive
Stock Option Plan (Plan A) and the Nonstatutory Stock Option Plan (Plan B).
 Plan A provides for the granting of
options that are intended to qualify as incentive stock options (Incentive
Stock Options) within the meaning of Section 422A(b) of the Internal
Revenue Code, as amended.  Plan B
provides for the granting of options that are not intended to so qualify.  Unless specified otherwise, all the
provisions of this Plan relate equally to both Plan A and Plan B and are condensed
for convenience into one Plan document.  (b) Plan A and Plan B
are each established effective as of November 11, 1997.  The purpose of Plan A and Plan B (sometimes
together referred to as the Plan or this Plan) is to promote the growth and
general prosperity of the Company and its Affiliated Companies.  This Plan will permit the Company to grant
options (Options) to purchase shares of its common stock (Common Stock).  The granting of Options will help the Company
attract and retain the best available persons for positions of substantial
responsibility and will provide certain key employees with an additional
incentive to contribute to the success of the Company and its Affiliated
Companies.  For purposes of this Plan, the
term Affiliated Companies shall mean any component member of a controlled group
of corporations, as defined under Internal Revenue Code Section 1563, in which
the Company is also a component member.  2.  ADMINISTRATION.  (a) The Plan shall be
administered by the Board of Directors of the Company (the Board).  (b) The Board shall have
sole authority, in its absolute discretion, to determine which of the eligible
persons of the Company and its Affiliated Companies shall receive Options (Optionees),
and, subject to the express provisions and restrictions of this Plan, shall
have sole authority, in its absolute discretion, to determine the time when
Options shall be granted, the terms and conditions of an Option other than
those terms and conditions fixed under this Plan, the number of shares which
may be issued upon exercise of an Option and shall have authority to do
everything necessary or appropriate to administer the Plan.  All decisions, determinations and
interpretations of the Board shall be final and binding on all Optionees.  (c) Definitions:  (i) Restricted
Stockholder: An individual who, at the time an Option is granted under either
Plan A or Plan B, owns stock possessing more than 10% of the total combined
voting power of all classes of stock of the employer corporation or of its
Parent Corporation or Subsidiary Corporation, with stock ownership to be
determined in light of the attribution rules set forth in Section 425(d) of
the Internal Revenue Code.  (ii) Parent Corporation:
A corporation as defined in Section 425(e) of the Internal Revenue
Code.  (iii) Subsidiary
Corporation: A corporation as defined in Section 425(f) of the
Internal Revenue Code.  (iv) Officer: The chief executive
officer, president, chief financial officer, chief accounting officer, any vice
president in charge of a principal business function (such as sales,
administration, or finance) and any other person who performs similar
policy-making functions for the Company.


3.
 ELIGIBILITY.  (a) Plan
A: The Board (or the Committee, if so authorized by the Board) may, in its
discretion, grant one or more Options under Plan A to any key management
employee of the Company or its Affiliated Companies, including any employee who
is a director of the Company or of any of its Affiliated Companies presently existing
or hereinafter organized or acquired.  Such
Options may be granted to one or more such employees without being granted to
other eligible employees, as the Board may deem fit.  (b) Plan
B: The Board (or the Committee, if so authorized by the Board), may, in its
discretion, grant one or more Options under Plan B to any key management
employee, any employee or non-employee director of the Company or its
Affiliated Companies, including any employee who is a Director of the Company
or of any of its Affiliated Companies presently existing or hereinafter organized
or acquired or any person who performs consulting or other services for the
Company or its Affiliated Companies and who is designated by the Board as
eligible to participate in Plan B.  Such
Options may be granted to one or more such persons without being granted to
other eligible persons, as the Board may deem fit.  4.
 STOCK TO BE OPTIONED.  (a) The
maximum aggregate number of shares which may be optioned and sold under Plan A
and Plan B is four million nine hundred thousand (4,900,000) shares of
authorized Common Stock of the Company.  The
foregoing constitutes an absolute cumulative limitation on the total number of
shares that may be optioned under both Plan A and B.  Therefore, at any particular date the maximum
aggregate number of shares which may be optioned under Plan A is equal to four
million nine hundred thousand (4,900,000) the number of shares previously
optioned under both Plan A and Plan B and the maximum aggregate number of
shares which may be optioned under Plan B is equal to four million nine hundred
thousand (4,900,000) minus the number of shares which have been previously
optioned under both Plan A and Plan B.  All
shares to be optioned and sold under either Plan A or Plan B may be either
authorized but unissued shares or shares held in the treasury.  (b) Shares
of Common Stock that: (i) are repurchased by the Company after issuance
hereunder pursuant to the exercise of an Option, or (ii) are not purchased by
the Optionee prior to the expiration or termination of the applicable Option,
shall again become available to be covered by Options to be issued hereunder
and shall not, as of the effective date of such repurchase or expiration, be
counted as covered by an outstanding Option for purposes of the above-described
maximum number of shares which may be optioned hereunder.  5.
 OPTION PRICE.  The
Option Price for shares of Common Stock to be issued under either Plan A or
Plan B shall be 100% of the fair market value of such shares on the date on
which the Option covering such shares is granted by the Board (or the
Committee, if authorized by the Board), except that if on the date on which such
Option is granted the Optionee is a Restricted Stockholder, than such Option
Price for Options granted under Plan A shall be 110% of the fair market value
of the shares of Common Stock subject to the Option on the date such Option is
granted by the Board (or the Committee, if so authorized).  The fair market value of shares of Common
Stock for all purposes of this Plan is to be determined by the Board (or the
Committee, if so authorized by the Board) in its sole discretion, exercised in
good faith.  6.
 TERM OF PLAN.  Plan
A and Plan B shall become effective on November 11 1997; both Plan A and
Plan B shall continue in effect until November 10, 2007 unless terminated
earlier by action of the Board.  No
Option may be granted hereunder after November 10, 2007.  7.
 EXERCISE OF OPTION.  Subject
to the actions, conditions and/or limitations set forth in this Plan document
and/or any applicable Stock Option Agreement entered into


hereunder,
Options granted under this Plan shall be exercisable in accordance with the
following rules:  (a) Subject
to the specific provisions of this Section 7, Options shall become
exercisable at such times and in such installments (which may be cumulative) as
the Board shall provide in the terms of each individual Option; provided,
however, each Option granted under the Plan shall become exercisable in
installments of not less than 20% of the number of shares covered by such
Option each year from the Option Grant Date; and provided, further, that by a
resolution adopted after an Option is granted the Board may, on such terms and
conditions as it may determine to be appropriate and subject to the specific provisions
of this Section 7, accelerate the time at which such Option or installment
thereof may be exercised.  For purposes
of this Plan, any accrued installment of an Option granted hereunder shall be
referred to as an Accrued Installment.  (b) Subject
to the specific restrictions contained in thisSection 7, an Option may be exercised
when Accrued Installments accrue, asprovided in the terms under which such Option
was granted, for a period of up toten (10) years from the Option Grant Date
with respect to Options granted underPlan A and for a period of up to ten (10) years
from the Option Grant Date withrespect to Options granted under Plan B.  In no event shall any Option beexercised on or after the
expiration of said maximum applicable period,regardless of the circumstances then existing
(including but not limited to thedeath or termination of employment of the
Optionee).  (c) The
Board (or the Committee if so authorized by the Board)shall fix the expiration date
of the Option (the Option Expiration Date) atthe time the Option grant is authorized.  8.
 RULES APPLICABLE TO CERTAIN
DISPOSITIONS.  (a) Notwithstanding
the foregoing provisions of Section 7, inthe event the Company or the Stockholders of
the Company enter into an agreementto dispose of all or substantially all of the
assets or capital stock of theCompany by means of a sale, merger,
consolidation, reorganization, liquidation,or otherwise, an Option shall become
immediately exercisable with respect to thefull number of shares subject to that Option
during the period commencing as ofthe date of execution of such agreement and
ending as of the earlier of:  (i) the
Option Expiration Date; or  (ii) the
date on which the disposition of assets orcapital stock contemplated by the agreement is
consummated.  The exercise of anyOption that was made
exercisable solely by reason of this Subsection 8(a) shallbe conditioned upon the
consummation of the disposition of assets or stock underthe above referenced
agreement.  Upon the consummation of any
such disposition ofassets or stock,
this Plan and any unexercised Options issued hereunder (or anyunexercised portion thereof)
shall terminate and cease to be effective.  (b) Notwithstanding
the foregoing, in the event that any suchagreement shall be terminated without
consummating the disposition of said stockor assets:  (i) any
unexercised non-vested installments that hadbecome exercisable solely by reason of the
provisions of Subsection 8(a) shallagain become non-vested and unexercisable as
of said termination of suchagreement, and  (ii) the
exercise of any option that had becomeexercisable solely by reason of this
Subsection 8(a) shall be deemed ineffectiveand such installments shall again become
non-vested and unexercisable as of saidtermination of such agreement.  (c) Notwithstanding
the provisions set forth in Subsection 8(a),the Board (or the Committee, if so authorized
by the Board) may, at its electionand subject to the approval of the corporation
purchasing or acquiring the stockor assets of the Company (the surviving
corporation), arrange for the Optioneeto receive upon surrender of Optionees Option
a new option covering shares ofthe surviving corporation in the same
proportion, at an equivalent option priceand subject to the same terms and conditions
as the old Option.  For purposes of


the
preceding sentence, the excess of the aggregate fair market value of the shares
subject to such newoption
immediately after consummation of such disposition of stock or assetsover the aggregate option
price of such shares of the surviving corporationshall not be no more than the excess of the
aggregate fair market value of allshares subject to the old Option immediately
before consummation of suchdisposition of stock or assets over the aggregate Option Price of such
shares ofthe Company, and
the new option shall not give the Optionee additional benefitswhich such Optionee did not
have under the old Option or deprive the Optionee ofbenefits which the Optionee had under the old
Option.  If such substitution ofoptions is effectuated, the
Optionees rights under the old Option shallthereupon terminate.  9.
 MERGERS AND ACQUISITIONS.  (a) If
the Company at any time should succeed to the business ofanother corporation through a
merger or consolidation, or through theacquisition of stock or assets of such
corporation, Options may be granted underthe Plan to option holders of such corporation
or its subsidiaries, insubstitution for options or rights to purchase stock of such corporation
held bythem at the time
of succession.  The Board (or the
Committee, if so authorized bythe Board) shall have sole and absolute
discretion to determine the extent towhich such substitute Options shall be granted
(if at all), the person orpersons within the eligible group to receive such substitute Options
(who neednot be all
option holders of such corporation), the number of Options to bereceived by each such person,
the Option Price of such Option, and the terms andconditions of such substitute Options;
provided, however, that the terms andconditions of the substitute Options shall
comply with the provisions of Section425 of the Code, such that the excess of the
aggregate fair market value of theshares subject to such substitute Option
immediately after the substitution orassumption over the aggregate option price of
such shares is not more that theexcess of the aggregate fair market value of
all shares subject to thesubstitute Option immediately before such substitution or assumption
over theaggregate option
price of such shares, and the substitute Option or theassumption of the old option
does not give the holder thereof additionalbenefits which he or she did not have under
such old option.  (b) Notwithstanding
anything to the contrary herein, no Optionshall be granted, nor any action taken,
permitted or omitted, which could causethe Plan, or any Options granted hereunder as
to which Rule 16b-3 under theSecurities Exchange Act of 1934 may apply, not
to comply with such Rule.  10.
 TERMINATION OF EMPLOYMENT.  (a) In
the event that the Optionees employment, directorship orconsulting or other
arrangement with the Company (or Affiliated Company) isterminated for any reason
other than death or disability, any unexercisedAccrued installments of the Option granted
hereunder to such terminated Optioneeshall expire and become unexercisable as of
the earlier of:  (i) the
applicable Option Expiration Date; or  (ii) a
date 30 days after such termination occurs,provided however, that the Board (or the
Committee if empowered to so act) may,in the exercise of its discretion, extend said
date up to and including a datethree months following such termination, with
respect to Options granted underPlan A, or up to and including a date two
years following such termination withrespect to Options granted under Plan B.  (b) In
the event that the Optionees employment, directorship orconsulting or other
arrangement with the Company is terminated due to the deathor disability of the
Optionee, any unexercised Accrued Installments of theOption granted hereunder to
such Optionee shall expire and become unexercisableas of the earlier of:  (i) the
applicable Option Expiration Date; or  (ii) the
first anniversary of the date of death of suchOptionee (if applicable); or  (iii) the
first anniversary of the date of the


termination
of employment, directorship or consulting or other arrangement byreason of disability (if
applicable).  Any such Accrued
Installments of adeceased
Optionee may be exercised prior to their expiration by (and only by)the person or persons to whom
the Optionees Option right shall pass by will orby the laws of descent and distribution, if
applicable, subject, however, to allof the terms and conditions of this Plan and
the applicable Stock OptionAgreement governing the exercise of Options granted hereunder.  (c) For
purposes of this Section 10, an Optionee shall be deemedemployed by the Company (or
affiliated Company) during any period of leave ofabsence from active employment as authorized
by the Company (or AffiliatedCompany).  11.
 EXERCISE OF OPTIONS.  (a) An
Option shall be deemed exercised when written notice ofsuch exercise has been given
to the Company at its principal business office bythe person entitled to exercise the Option and
full payment in cash or cashequivalents (or with shares of Common Stock pursuant to Section 14)
for theshares with
respect to which the Option is exercised has been received by theCompany.  (b) An
Option may be exercised in accordance with this Section11 as to all or any portion
of the shares covered by any Accrued Installment ofthe Option from time to time during the
applicable Option period, but shall notbe exercisable with respect to fractions of a
share.  (c) As
soon as practicable after any proper exercise of anOption in accordance with the provisions of
this Plan, the Company shall,without charging transfer or issue tax to the Optionee, deliver to the
Optioneeat the main
office of the Company, or such other place as shall be mutuallyacceptable, a certificate or
certificates representing the shares of CommonStock as to which the Option has been
exercised.  The time of issuance anddelivery of the Common Stock
may be postponed by the Company for such period asmay, be required for it with reasonable
diligence to comply with any applicablelisting requirements of any national or
regional securities exchange and any lawor regulation applicable to the issuance and
delivery of such shares.  12.
 AUTHORIZATION TO ISSUE OPTIONS AND
STOCKHOLDER APPROVAL.  Unless
in the judgment of counsel to the Company such permit isnot necessary with respect to
particular grants, Options granted under the Planshall be conditioned upon the Company
obtaining any required permit from theCalifornia Department of Corporations and/or
other appropriate governmentalagencies, free of any conditions not
acceptable to the Board, authorizing theCompany to grant such Options, provided,
however, such condition shall lapse asof the effective date of issuance of such
permit(s) in a form to which theCompany does not object within sixty (60)
days.  The grant of Options under thePlan also is conditioned on
approval of the Plan by the vote or consent of theholders of a majority of the outstanding
shares of the Companys Common Stockand no Option granted hereunder shall be
effective or exercisable unless anduntil the Plan has been so approved.  13.
 LIMIT ON VALUE OF OPTIONED SHARES.  The
aggregate fair market value (determined as of the OptionGrant Date) of the shares of
Common Stock to which Options granted under Plan Aare exercisable for the first time by any
employee of the Company during anycalendar year under all incentive stock option
plans of the Company and itsAffiliated Companies shall not exceed $100,000.  The limitation imposed by thisSection 13 shall not
apply with respect to Options granted under Plan B.  14.
 PAYMENT OF EXERCISE PRICE WITH COMPANY
STOCK.  The
Board (or the Committee, if so authorized) may provide that,upon exercise of the Option,
the Optionee may elect to pay for all or some ofthe shares of Common Stock underlying the
Option with shares of Common Stock ofthe Company previously acquired and owned at
the time of exercise by theOptionee, subject to all restrictions and limitations of applicable
laws, rulesand regulations,
including Section 425(c)(3) of the Internal Revenue Code, and


provided
that the Optionee will make representations and warranties satisfactoryto the Company regarding his
or her title to the shares used to effect thepurchase, including without limitation
representations and warranties that theOptionee has good and marketable title to such
shares free and clear of any andall liens, encumbrances, charges, equities,
claims, security interests, optionsor restrictions and has full power to deliver
such shares without obtaining theconsent or approval of any person or
governmental authority other than thosewhich have already given consent or approval
in a form satisfactory to theCompany.  The equivalent dollar
value of the shares used to effect the purchaseshall be the fair market value of the shares
on the date of the purchase asdetermined by the Board (or the Committee, if
so authorized) in its solediscretion, exercised in good faith.  The
terms and conditions of Options granted under the Plan shall be evidenced by a
Stock Option Agreement (hereinafter referred to as the Agreement) executed by
the Company and the person to whom the Option is granted.  Each agreement shall contain the following
provisions:  (a) A
provision fixing the number of shares which may be issued upon exercise of the
Option;  (b) A
provision establishing the Option exercise price per share;  (c) A
provision establishing the times and the installments in which Options may be
exercised, provided, however, such times and installments shall not be less
than 20% of the number of shares covered by such Option each year from the
Option Grant Date;  (d) A
provision incorporating therein this Plan by reference;  (e) A
provision clarifying which Options are intended to be Incentive Stock Options
under Plan A and which are intended to be nonstatutory stock options under Plan
B;  (f) A
provision fixing the maximum duration of the Option as not more than ten (10) years
from the Option Grant Date for Options granted under either Plan A or Plan B;  (g) Such
representations and warranties by the Optionee as may be required by Section 25
of this Plan or as may be required by the Board (or the Committee) in its discretion;  (h) Any
other restriction (in addition to those established under this Plan) as may be
established by the Board (or the Committee) with respect to the exercise of the
Option, the transfer of the Option, and/or the transfer of the shares purchased
by exercise of the Option, provided that such restrictions are not in conflict
with this Plan; and  (i) Such
other terms and conditions not inconsistent with this Plan as may be
established by the Board (or the Committee).  15.
 TAXES, FEES AND EXPENSES.  The
Company shall pay all original issue and transfer taxes (but not income taxes,
if any) with respect to the grant of Options and/or the issueand transfer of shares
pursuant to the exercise of such Options, and all otherfees and expenses necessarily
incurred by the Company in connection therewith,and will from time to time use its best
efforts to comply with all laws andregulations which, in the opinion of counsel
for the Company, shall be applicable thereto.  16.
 WITHHOLDING OF TAXES.  The
grant of Options hereunder and the issuance of Common Stockpursuant to the exercise of
such Options is conditioned upon the Companysreservation of the right to withhold, in
accordance with any applicable law,from any compensation payable to the Optionee
any taxes required to be withheldby federal, state or local law as a result of
the grant or exercise of any suchOption.


17.
 AMENDMENT OR TERMINATION OF THE PLAN.  (a) The
Board may amend this Plan from time to time in suchrespects as the Board may deem advisable,
provided, however, that no suchamendment shall operate to (i) affect
adversely an Optionees rights under thisPlan with respect to any Option granted
hereunder prior to the adoption of suchamendment, except as may be necessary, in the
judgment of counsel to theCompany, to comply with any applicable law, (ii) increase the
maximum aggregatenumber of shares
which may be optioned and sold under the Plan (unlessStockholders approve such
increase), (iii) change the manner of determining theOption exercise price, (iv) change
the classes of persons eligible to receiveOptions under the Plan, or (v) extend the
maximum duration of the Option or thePlan.  (b) The
Board may at any time terminate this Plan.  Any suchtermination of the Plan shall not, without the
written consent of the Optionee,alter the terms of Options already granted and
such Options shall remain in fullforce and effect as if this Plan had not been
terminated.  18.
 OPTIONS NOT TRANSFERABLE.  Options
granted under this Plan may not be sold, pledged,hypothecated, assigned, encumbered, gifted or
otherwise transferred or alienatedin any manner, either voluntarily or
involuntarily by operation of law,otherwise than by will or the laws of descent
of distribution, and may beexercised during the lifetime of an Optionee only by such Optionee.  19.
 NO RESTRICTIONS ON TRANSFER OF STOCK.  Common
Stock issued pursuant to the exercise of an Optiongranted under this Plan (hereinafter Optioned
Stock), or any interest in suchOptioned Stock, may be sold, assigned, gifted,
pledged, hypothecated, encumberedor otherwise transferred or alienated in any
manner by the holder(s) thereof,subject, however, to any representations or
warranties requested under Section25 of this Plan and also subject to compliance
with any applicable federal,state or other local law, regulation or rule governing the sale or
transfer ofstock or
securities.  20.
 RESERVATION OF SHARES OF COMMON STOCK.  The
Company, during the term of this Plan, will at all timesreserve and keep available
such number of shares of its Common Stock as shall besufficient to satisfy the
requirements of the Plan.  21.
 RESTRICTIONS ON ISSUANCE OF SHARES.  The
Company, during the term of this Plan, will use its bestefforts to seek to obtain
from the appropriate regulatory agencies any requisiteauthorization in order to
grant Options or issue and sell such number of sharesof its Common Stock as shall
be sufficient to satisfy the requirements of thePlan.  The
inability of the Company to obtain from any such regulatory agencyhaving jurisdiction thereof
the authorization deemed by the Companys counsel tobe necessary to the lawful grant of Options or
the issuance and sale of anyshares of its stock hereunder or the inability of the Company to confirm
to itssatisfaction
that any grant of Options or issuance and sale of any shares ofsuch stock will meet
applicable legal requirements shall relieve the Company ofany liability in respect of
the non-issuance or sale of such stock as to whichsuch authorization or confirmation have not
been obtained.  22.
 NOTICES.  Any
notice to be given to the Company pursuant to the provisionsof this Plan shall be
addressed to the Company in care of its Secretary at itsprincipal office, and any
notice to be given to a person to whom an Option isgranted hereunder shall be addressed to him or
her at the address given beneathhis or her signature on his or her Stock
Option Agreement, or at such otheraddress as such person or his or her
transferee (upon the transfer of Optioned


Stock)
may hereafter designate in writing to the Company.  Any such notice shallbe deemed duly given when
enclosed in a properly sealed envelope or wrapperaddressed as aforesaid, registered or
certified, and deposited, postage andregistry or certification fee prepaid, in a
post office or branch post officeregularly maintained by the United States
Postal Service.  It shall be theobligation of each Optionee
and each transferee holding Optioned Stock toprovide the Secretary of the Company, by
letter mailed as provided hereinabove,with written notice of his or her correct
mailing address.  23.
 ADJUSTMENTS UPON CHANGES IN
CAPITALIZATION.  If
the outstanding shares of Common Stock of the Company areincreased, decreased, changed
into or exchanged for a different number or kindof shares of the Company through
reorganization, recapitalization,reclassification, stock dividend, stock split
or reverse stock split, then anappropriate and proportionate adjustment shall
be made in the number or kind ofshares which may be issued upon exercise of
Options granted under the Plan;provided, however that no such adjustment need
be made if, upon the advice ofcounsel, the Board determines that such
adjustment may result in the receipt offederally taxable income to holders of Options
granted hereunder or the holdersof Common Stock or other classes of the
Companys securities.  24.
 REPRESENTATIONS AND WARRANTIES.  As
a condition to the grant of any Option hereunder or the exercise of any portion
of an Option, the Company may require the person to be granted or exercising
such Option to make any representation and/or warranty to the Company as may,
in the judgment of counsel to the Company, be required under any applicable law
or regulation, including, but not limited to, a representation and warranty
that the Option and/or shares issuable or issued upon exercise of such Option
are being acquired only for investment, for such persons own account and
without any present intention to sell or distribute such Option or shares, as
the case may be, if, in the opinion of counsel for the Company, such
representation is required under the Securities Act of 1933, the California
Corporate Securities Law of 1968 or any other applicable law, regulation or rule of
any governmental agency.  25.
 NO ENLARGEMENT OF EMPLOYEE RIGHTS.  This
Plan is purely voluntary on the part of the Company, andwhile the Company hopes to
continue it indefinitely, the continuance of the Planshall not be deemed to
constitute a contract between the Company and anyemployee, or to be consideration for or a
condition of the employment of anyemployee.  Nothing contained in the Plan shall be deemed
to give any employee theright to be retained in the employ of the Company or its Affiliated Companies,or to interfere with the
right of the Company or an Affiliated Company todischarge or retire any employee thereof at
any time.  No employee shall have anyright to or interest in
Options authorized hereunder prior to the grant of suchan Option to such employee,
and upon such grant he or she shall have only suchrights and interests as are expressly provided
herein, subject, however, to allapplicable provisions of the Companys
Certificate of Incorporation, as the samemay be amended from time to time.  26.
 INFORMATION TO OPTION HOLDERS.  During
the period any options granted to employees of theCompany remain outstanding, such
employee-option holders shall be entitled toreceive, on an annual or other periodic basis,
financial and other informationregarding the Company.  The Board (or the Committee, if so authorized)
shallexercise its
discretion with regard to the nature and extent of the financialinformation so provided,
giving due regard to the size and circumstances of theCompany and, if the Company
provides annual reports to its Stockholders, theCompanys practice in connection with such
annual reports.  Notwithstanding theabove, if the issuance of
options under either Plan A or Plan B is limited tokey employees whose duties in connection with
the Company assure their access toequivalent information, this Section 27
shall not apply to such employees andplan.


27.
 LEGENDS ON STOCK CERTIFICATES.  Each
certificate representing Common Stock issued under this Plan shall bear
whatever legends are required by federal or state law or by anygovernmental agency.  In particular, unless an appropriate
registration statementis filed pursuant to the federal Securities Act of 1933, as amended,
withrespect to the
shares of Common Stock issuable under this Plan, each certificaterepresenting such Common
Stock shall be endorsed on its face with the followinglegend or its equivalent:  Neither
the Option pursuant to which the shares represented bythis certificate are issued
nor said shares have been registeredunder the Securities Act of 1933, as amended
(the Act).Transfer or sale of such
securities or any interest therein isunlawful except after registration, or
pursuant to an exemptionfrom the registration requirements, as provided in the Act andthe regulations thereunder.  A
copy of this Plan shall be delivered to the Secretary of theCompany and shall be shown by
him or her to each eligible person makingreasonable inquiry concerning it.  A copy of this Plan also shall be delivered toeach Optionee at the time his
or her Options are granted.  28.
 INVALID PROVISION.  In
the event that any provision of this Plan is found to beinvalid or otherwise
unenforceable under any applicable law, such invalidity orunenforceability shall not be
construed as rendering any other provisionscontained herein invalid or unenforceable, and
all such other provisions shallbe given full force and effect to the same
extent as though the invalid orunenforceable provision was not contained
herein.  29.
 APPLICABLE LAW.  This
Plan shall be governed by and construed and enforced inaccordance with the laws of
the State of Delaware.  30.
 SUCCESSORS AND ASSIGNS.  This
Plan shall be binding on and inure to the benefit of theCompany and the employees to
whom an Option is granted hereunder, and suchemployees heirs, executors, administrators,
legatees, personal representatives,assignees and transferees.  IN
WITNESS WHEREOF, pursuant to the due authorization and adoption ofthis plan by the Board on November 11,
1997 and amended on August 3, 1998,October 25, 1999, October 31, 2000
and November 1, 2001, the Company has causedthis Plan to be duly executed by its duly
authorized officer.  MRV
  COMMUNICATIONS, INC.BY
  /s/
  Noam LotanNoam
  LotanPresident
  and Chief Executive Officer