UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

[X] Amendment to annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended September 28, 2002 or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

                                 OPTICNET, INC.
             (Exact name of Registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   94-3368561
                      (I.R.S. Employer Identification No.)

                           One Post Street, Suite 2500
                         San Francisco, California 94104
              (Address of principal executive officers) (Zip code)
        ---------------------------------------------------------------

                                 (415) 956-4477
        ---------------------------------------------------------------
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $.0001 par value

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge, in proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

Common  Stock:  $0.0001 Par Value;  3,093,202  shares of Voting Common Stock and
2,998,902 shares of Nonvoting Common Stock outstanding as of January 17, 2003.

DOCUMENTS INCORPORATED BY REFERENCE

None


<PAGE>

EXPLANATORY NOTE TO AMENDMENT

THE  REGISTRANT  HEREBY AMENDS ITS REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
SEPTEMBER  28, 2002 TO AMEND ITEM 10 AND TO ADD ITEMS 11, 12 AND 13 OF PART III.
OTHER  THAN  AS SET  FORTH  IN THE  PRECEDING  SENTENCE,  THE  COMPANY  HAS  NOT
UNDERTAKEN TO UPDATE OR ADD TO ANY OTHER INFORMATION  CONTAINED IN THE COMPANY'S
ORIGINAL REPORT ON FORM 10-K FILED ON JANUARY 10, 2003.

Except for historical information contained herein, the following discussion may
contain certain forward-looking  statements that are based on the beliefs of our
management,  as well as assumptions made by, and information currently available
to,  our  management.  We have based  these  forward-looking  statements  on our
current  expectations  and projections  about future events and trends affecting
the financial condition of our business.  These  forward-looking  statements are
subject to risks,  uncertainties  and assumptions  about us. In particular,  the
words  and  phrases  such  as  "expects,"   "estimates,"   "intends,"   "plans,"
"believes,"  "projection,"  "will continue" and "is anticipated" are intended to
identify forward-looking statements.

These  forward-looking  statements  may differ  materially  from actual  results
because they involve estimates,  assumptions and uncertainties.  We undertake no
obligation  to update or revise  any  forward-looking  statements,  whether as a
result of new information, future events or otherwise.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Certain information with respect to directors and executive officers is set
     forth in Part I of this Report.

     Section 16(a) Beneficial Ownership Reporting Compliance:

     Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended  (the
     "Exchange Act"),  requires the company's  directors and executive officers,
     and persons who own more than ten percent of the company's Common Stock, to
     file with the  Commission  initial  reports  of  ownership  and  reports of
     changes in ownership of Common  Stock of the company.  Officers,  directors
     and greater than ten percent  stockholders are required by the Commission's
     regulations  to furnish the company with copies of all Section  16(a) forms
     they file.

     To the company's knowledge,  based solely on a review of the copies of such
     reports furnished to the company and written  representations that no other
     reports were required, during the fiscal year ended September 28, 2002, and
     except as set forth below,  the company's  officers,  directors and greater
     than ten percent  beneficial  owners  complied with all applicable  Section
     16(a) filing requirements.

     There was a late  filing of one Form 4 on behalf of James W.  Seeser.  This
     was an inadvertent  administrative  omission by the company, and the Form 4
     was promptly filed upon discovery of the oversight.

ITEM 11. EXECUTIVE COMPENSATION

     The  following  table  presents  summary  information  with  respect to the
     compensation paid to our president and each of our other executive officers
     whose  salary and bonus  exceeded  $100,000  during our fiscal  years ended
     September 28, 2002 and September 29, 2001 (1):

<PAGE>

<TABLE>
<CAPTION>
                                                                                                      Long Term
                                               Annual Compensation (2)                           Compensation Awards
                                        ----------------------------------               -----------------------------------

                                                                      Other                          Securities      All Other
                                                                      Annual          Restricted     Underlying      Compensation
            Name and                    Salary (3)       Bonus     Compensation         Awards        Options (7)        (8)
       Principal Position       Year       ($)            ($)          ($)               ($)             (#)             ($)
       ------------------       ----       ---            ----         ---               ---             ---             ---
<S>                             <C>      <C>               <C>          <C>     <C>                     <C>               <C>
Dr. Lawrence A. Wan............ 2002     164,994           --           --                 --              --             1,446
Chairman of the Board           2001     353,775           --           --              26,500 (5)       4,000           11,061


Mr. Gerald D. Brasuell......... 2002      61,384           --           --      16,000 (6)/321,550(5)   20,000            6,309
President                       2001        --             --                          132,500 (5)       5,000             --

Mr. Martin Lim................. 2002     107,841           --        6,000 (4)             --              --             5,557
Chief Technical Officer         2001     152,299           --           --                 --              --             3,961
</TABLE>
------------------

     1) No  executive  officers  other than those listed  received  compensation
     comprised of salary and bonus exceeding $100,000 in fiscal 2002 and 2001.

     2) In accordance  with rules  promulgated  by the  Securities  and Exchange
     Commission,  other annual compensation in the form of perquisites and other
     personal  benefits may have been omitted where the aggregate amount of such
     perquisites and other personal benefits constitutes less than the lesser of
     $50,000 or 10% of the total annual salary and bonus for the named executive
     officer for the fiscal year.

     3) Includes annual cash payments designated as automobile allowances, which
     did not exceed $10,000 for any individual in any year.

     4)  Represents  value  received  in fiscal  2002 of the  vesting of 150,000
     shares of nonvoting common stock.

     5) Represents the dollar value of shares awarded by BEI  Technologies,  our
     former parent company, to the named individuals during their service to BEI
     Technologies. Value calculated by multiplying the market value based on the
     closing  sales price on the date of grant by the number of shares  awarded.
     At September 28, 2002, the aggregate holdings and value of restricted stock
     held by the named individuals (based on the number of shares held at fiscal
     year-end multiplied by the closing sales price of BEI Technologies'  Common
     Stock as reported on the Nasdaq  National Market on September 28, 2002) was
     as follows:  Dr. Wan,  18,350  shares,  valued at $213,777;


<PAGE>

     Mr. Brasuell, 47,450 shares, valued at $552,792; and Mr. Lim, 2,000 shares,
     valued at $23,300.  Generally,  the  restrictions  on awards of  restricted
     stock lapse with  respect to 15% of the total  number of shares per year on
     the first,  second,  third,  fourth and fifth  anniversaries of the date of
     grant and with respect to the remaining shares subject to such award on the
     sixth anniversary of the date of grant.

     6) Represents the dollar value of shares awarded, calculated by multiplying
     the fair value per share as determined in the good faith  determination  of
     the Company's Board of Directors as of the date of such award by the number
     of shares awarded.

     7) Represents  incentive stock options  awarded by BEI  Technologies to the
     named individuals during their service to BEI Technologies.

     8)  Includes  $5,414  paid in fiscal  2002 to Mr. Lim and $5,557 and $3,780
     paid in fiscal  2001 to each of  Messrs.  Wan and Lim,  respectively,  as a
     normal  contribution  pursuant  to  the  company's   participation  in  BEI
     Technologies'  Multiemployer  Retirement Savings Plan. Includes $5,928 paid
     in fiscal  2002 to Mr.  Brasuell as a normal  contribution  pursuant to the
     company's  participation  in  BEI  Technologies'  Multiemployer  Retirement
     Savings Plan.  The remaining  sums listed for fiscal 2002 for Messrs.  Wan,
     Brasuell and Lim and fiscal 2001 for Messrs.  Wan and Lim are  attributable
     to premiums paid by the company for group term life insurance.

<TABLE>
                                                 Option Grants in Fiscal Year 2002 (1):

<CAPTION>
                                                                                                   Potential Realizable Value at
                              Number of     % of Total                                                    Assumed Annual
                              Securities     Options                 Market                               Rates of Stock
                              Underlying    Granted to              Price at                          Price Appreciation for
                               Options      Employees  Exercise     Date of                                Option Term (4)
                               Granted      in Fiscal    Price       Grant          Expiration        -------------------------
  Name                          (#)(2)        Year      ($/Sh)       ($/Sh)            Date           0%         5%         10%
  ----                          ------        ----      ------       ------            ----           --         --         ---
<S>                            <C>            <C>     <C>          <C>             <C>                <C>      <C>        <C>
Dr. Wan................            --          --         --           --                 --          --         --         --
Mr. Brasuell...........        20,000         (3)     16.21-10.63  16.21-10.63     11/28/11-8/7/12    --       168,795    427,760
Mr. Lim................            --          --         --           --                 --          --         --          --
</TABLE>

------------------
     1) The above table discloses stock options awarded by BEI Technologies, our
     former parent company, to the named individuals during their service to BEI
     Technologies.

     2) Incentive stock option awards received from BEI Technologies in November
     2001, prior to Mr. Brasuell's employment with the company, and August 2002,
     following  Mr.   Brasuell's   employment  with  the  company,   vest  on  a
     straight-line  basis over a three-year period commencing on the anniversary
     date of the award.

     3) Options  granted to Mr. Brasuell in fiscal 2002 represents 7.6% of total
     options granted to employees by BEI Technologies.  Percentage is based upon
     options to purchase  262,000 shares granted by BEI  Technologies  in fiscal
     year 2002.

     4) The potential realizable value is based on the term of the option at its
     time of grant.  It is  calculated  by assuming  that the stock price on the
     date of grant  appreciates at the indicated rate,  compounded  annually for
     the entire  term of the option  and the option is  exercised  solely on the
     last day of its term for the  appreciated  price.  These amounts  represent
     certain  assumed  rates  of  appreciation   less  the  exercise  price,  in
     accordance with the rules of the Securities Exchange Commission, and do not
     reflect the company's or BEI Technologies' estimate or projection of


<PAGE>

     future stock price performance.  Actual gains, if any, are dependent on the
     actual future performance of BEI Technologies'  Common Stock and no gain to
     the optionee is possible  unless the stock price  increases over the option
     term, which will benefit all stockholders.

<TABLE>
                Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values (1):

<CAPTION>
                                                                 Number of Securities
                                                                      Underlying         Value of Unexercised
                                                                  Unexercised Options    in-the-Money Options
                                 Shares Acquired    Value            at FY-End (#)           at FY-End ($)
                                  on Exercise      Realized          Exercisable/            Exercisable/
      Name                            (#)            ($)           Unexercisable (2)       Unexercisable (3)
   ----------                         ---            ---           -----------------       -----------------
<S>                                   <C>             <C>           <C>                     <C>
Dr. Lawrence A. Wan...........        --              --              13,666 / --             85,848 / --
Mr. Gerald D. Brasuell........        --              --            15,332 / 26,668         93,046 / 28,204
Mr. Martin Lim................        --              --              2,333 / 667           15,348 / 3,602
</TABLE>


     (1)  The above table  discloses  exercises of stock options  awarded by BEI
          Technologies,  our  former  parent  company,  with  respect to options
          awarded  to  the  named  individuals   during  their  service  to  BEI
          Technologies.

     (2)  Includes both "in-the-money" and "out-of-the-money" options.

     (3)  The fair market value of the  underlying  shares of BEI  Technologies'
          Common  Stock  on  September  28,  2002,   less  the  exercise  price.
          "Out-of-the-money" options are ignored.

     Participation in Compensation Decisions

     Decisions  relating to compensation  of executive  officers are made by the
     board of directors acting together. Mr. Wrench, our Chief Financial Officer
     and a member of the board of directors,  and Mr.  Crocker,  a member of the
     board of  directors,  each  also  serve on the  board of  directors  of BEI
     Technologies.  In  addition,  Mr.  Crocker  also serves as Chief  Executive
     Officer of BEI Technologies.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Certain  information  with respect to  securities  authorized  for issuance
     under  equity  compensation  plans is set forth in Part II,  Item 5 of this
     Report.

     The  following  table  sets  forth  information  regarding  the  beneficial
     ownership of our securities, as of December 31, 2002 by:

          *    each person who, to our knowledge,  is the beneficial owner of 5%
               or more of a class of our outstanding securities;

          *    each of our directors;

          *    each of our executive officers; and

          *    all executive officers and directors as a group.


<PAGE>


                                                     Beneficial Ownership (1)
                                                 -------------------------------
                                                Number of             Percent of
Beneficial Owner                                 Shares                Total (2)
----------------                                 ------                ---------
BEI Technologies, Inc ...............         20,184,033 (3)            76.9%
      One Post Street
      Suite 2500
      San Francisco, CA
Mr. Charles Crocker (4) ..............           229,468 (5)             1.0%
      One Post Street
      Suite 2500
      San Francisco, CA
Dr. Lawrence A. Wan (4) ..............           871,104                 3.3%
Mr. Gerald D. Brasuell (4)(6) ........           408,246                 1.6%
Mr. Gary D. Wrench (4)(6) ............           32,979                    *
Mr. Martin Lim (4)(6) ................           602,006                 2.3%
Mr. Danforth Joslyn (4)(6) ...........           108,000                   *
Dr. James W. Seeser (4)(6) ........                --                      *
All executive officers and directors
 as a group (7 persons)(4) .........           2,251,803(5)(6)(7)        8.6%

------------------
     * Less than one percent

     (1)  This  table is based  upon  information  contained  in our  files  and
     supplied  to us by our  officers,  directors  and  principal  stockholders.
     Beneficial  ownership is determined  in  accordance  with Rule 13d-3 of the
     Securities  Exchange Act. Except as otherwise indicated in the footnotes to
     this table and subject to  community  property  laws where  applicable,  we
     believe that each of the  stockholders  named in this table has sole voting
     and sole investment power with respect all shares indicated as beneficially
     owned.

     (2) Applicable  percentages are based on 26,262,210  shares  outstanding on
     December  31,  2002,  adjusted  as would  be  required  under  rules of the
     Securities and Exchange  Commission and includes voting securities and also
     nonvoting securities convertible into voting securities.

     (3) Represents 2,000,000 shares of our Series A preferred stock, 18,146,420
     shares of our  Series B  preferred  stock and  37,613  shares of our voting
     common stock.  The 2,000,000 shares of our Series A preferred stock held by
     BEI  Technologies are convertible into shares of our voting common stock on
     a one-for-one  basis. The 18,146,420 shares of our Series B preferred stock
     is not convertible into any other form of security.

     (4) Beneficial  ownership and applicable  percentages based on ownership of
     both voting common stock and nonvoting common stock convertible into voting
     common  stock at the  election of our board of  directors  as follows:  Mr.
     Charles  Crocker,  221,468  shares  voting  common  stock and 8,000  shares
     nonvoting  common stock;  Dr.  Lawrence A. Wan, 13,964 shares voting common
     stock and 857,140 shares nonvoting common stock; Mr. Gary D. Wrench, 24,979
     shares voting common stock and 8,000 shares nonvoting common stock; and Mr.
     Danforth Joslyn, all 108,000 shares are nonvoting common stock.

     (5) Does  not  include  2,000,000  shares  of  Series  A  preferred  stock,
     18,146,420  shares of Series B preferred stock, and 37,613 shares of voting
     common stock held by BEI  Technologies.  As Mr.  Crocker is Chairman of the
     Board of BEI Technologies, in this capacity he may be deemed to

<PAGE>

     share  voting  and   investment   control  over  the  shares  held  by  BEI
     Technologies. Mr. Crocker disclaims beneficial ownership of the shares held
     by BEI  Technologies  within the meaning of Rule 13d-3 under the Securities
     Exchange Act of 1934.

     (6) As of  December  31,  2002,  a  total  of  300,000  shares  held by Mr.
     Brasuell;  a total of 3,000 shares held by Mr.  Wrench;  a total of 225,000
     shares held by Mr. Lim; and a total of 3,000 shares held by Mr.  Joslyn are
     subject to a right of repurchase by us if the individual's  employment with
     us should  terminate  prior to full  lapsing of our  repurchase  right.  At
     December  31,  2002,  shares  of our  common  stock  subject  to a right of
     repurchase by us provided for  continued  monthly  pro-rata  lapsing of our
     repurchase right so long as the individual  remains in our employ until our
     repurchase  rights lapse in full in June 2004 for Mr.  Wrench,  Mr. Lim and
     Mr. Joslyn and September 2006 for Mr. Brasuell.

     (7) Includes the shares described in the notes above.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Agreements with BEI Technologies

     Technology Transfer and Distribution Agreement

     In  connection  with our  separation  from BEI  Technologies  completed  in
     November  2000, in October 2000, we entered into a Technology  Transfer and
     Distribution Agreement ("Distribution  Agreement"),  which governed general
     terms and conditions of our  separation.  As background for our separation,
     in September 2000 BEI Technologies obtained an independent valuation from a
     nationally  recognized  appraisal firm, which included an evaluation of the
     implied value of the intellectual  property and assets to be transferred to
     us. The valuation was based on factors  including the investment to date by
     BEI Technologies in developing the intellectual property to be transferred,
     an estimation of the cost to commercialize  the  intellectual  property and
     possible  market  applications.  The number of shares of our voting  common
     stock to be issued to BEI Technologies for distribution to its stockholders
     was determined by reference to this appraisal.

     The following is a summary of the principal  provisions of the Distribution
     Agreement:

     The Distribution  Agreement  provided for the contribution to us of certain
     assets and  intellectual  property  related to the fiber  optic  components
     technology   developed   by  BEI   Technologies   and   BEI   Technologies'
     majority-owned subsidiary,  SiTek, Inc. ("SiTek"). In exchange, we issued a
     total of 3,616,000  shares of our voting common stock to BEI  Technologies,
     which shares were  distributed by BEI  Technologies to its  stockholders on
     the basis of one share of our  voting  common  stock for each two shares of
     BEI Technologies  stock held as of October 30, 2000, the effective date for
     the distribution.  BEI Technologies subsequently distributed all but 37,613
     of these  shares  to their  shareholders.  In  addition,  the  Distribution
     Agreement provided for our employees continued  participation in the 401(k)
     Plan of BEI  Technologies  and continued  participation  in other  employee
     welfare  benefit  plans  sponsored  by  BEI  Technologies.   Further,   BEI
     Technologies  agreed to provide and maintain certain insurance  coverage on
     our behalf as  provided in the  Distribution  Agreement.  The  Distribution
     Agreement  also  provided  us with the  right to hire  certain  individuals
     approved  by  Technologies  who  were,  or  had  been,   employees  of  BEI
     Technologies or SiTek. In connection with the  Distribution  Agreement,  we
     agreed that expenses  associated with the Distribution were initially to be
     charged  to and  paid  by BEI  Technologies,  and in the  future  allocated
     between BEI Technologies and us on an equitable basis,  with us reimbursing
     BEI Technologies for our respective share of the expenses.

     InterCompany Services Agreement

     In October 2000 we entered into an InterCompany Services Agreement with BEI
     Technologies  whereby  BEI  Technologies  agreed  to make  available  to us
     certain  office and  facility  space,


<PAGE>

     personnel support and supervision,  financial and administrative  services,
     record-keeping  functions  and other  assistance  for a  transition  period
     originally  scheduled to terminate on September 30, 2001, which arrangement
     has been extended and may now be terminated by either party upon reasonable
     notice to the other  party.  The  agreement  addressed  the  assignment  of
     certain equipment lease obligations to the company by BEI Technologies, and
     provides   terms  for  use  of  the  equipment  by  BEI   Technologies   in
     consideration of the assignment.  The agreement  provides for our continued
     use of certain  centralized  staff  services  and  systems,  such as health
     claims   administration,   oversight  of  compliance  with  public  company
     reporting  and  related  requirements,  the  preparation  and filing of tax
     returns and the  administration  of retirement  assets and employee welfare
     benefit plans. Additionally, the agreement addresses oversight of insurance
     coverage provided to the company under the Distribution Agreement described
     above.  BEI  Technologies  is  reimbursed  by us for the costs and expenses
     incurred in  association  with these  services at a flat  quarterly rate of
     $25,000. In the fiscal quarter ended June 29, 2002, BEI Technologies agreed
     to suspend  charges  for the third and fourth  quarters  of fiscal 2002 and
     future quarters' service charges,  due to the Company's inability to obtain
     significant  strategic  partners  or  third  party  financing  and  reduced
     services to a minimal  level.  An exhibit to the agreement is our Revolving
     Line of Credit Note entered into with BEI Technologies, as described below.

     License and Technical Assistance Agreement

     In  October  2000  we  entered  into a  License  and  Technical  Assistance
     Agreement with SiTek whereby SiTek agreed to assist us in certain  research
     and  development  efforts  and also  fabricate  and supply us with  certain
     components  utilized  in  our  products.  Further,  Sitek  granted  to us a
     perpetual, royalty free, worldwide, exclusive license to develop, make, use
     and sell products within the field of telecommunications  data transmission
     utilizing technology now possessed or later developed by SiTek, and we have
     granted back to SiTek a corresponding  perpetual,  royalty free, worldwide,
     exclusive  license to develop,  make, use and sell products  outside of the
     telecommunications   data  transmission  market  utilizing  technology  now
     possessed by us or later developed.  To date, all  transactions  between us
     and SiTek under this agreement have been on a  royalty-free  basis.  In the
     future,  royalties  are to be paid to  SiTek  by us only to the  extent  we
     receive a sublicense fee for SiTek technology  embedded into a product sold
     by us, which  sublicense  fee we are  required to share on a fifty  percent
     basis with SiTek.

     Facility Rent Arrangements

     We rent office  space used for  administrative  purposes in San  Francisco,
     California from BEI Technologies under our InterCompany  Services Agreement
     described above. The monthly rental payments associated with these facility
     rental  arrangements  are subsumed into our total monthly payment under the
     InterCompany Services Agreement.  We also lease 15,571 square feet of space
     used for research and development and manufacturing  activities in Hayward,
     California from BEI Technologies under a sublease agreement entered into in
     October 2001,  for an initial term expiring  December 2005. As of March 30,
     2002, the Company,  in  recognition of its inability to obtain  significant
     strategic partners or third party financing,  concluded it was necessary to
     reduce operating costs. The Company agreed with BEI Technologies  that this
     reduction in operations would lower usage of subleased facilities described
     above. Accordingly, the annual lease payments to BEI Technologies have been
     prorated  beginning March 31, 2002,  based on the portion of the facilities
     the Company  requires to support its current  customers.  Prior to entering
     into the  sublease  agreement  with us in October  2001,  BEI  Technologies
     entered  into a  multi-tenant  lease  agreement  in  December  2000 for the
     aggregate facility space subleased to us.

     Equipment Sublease Agreement

     In September 2001 we entered into an equipment  sublease agreement with BEI
     Technologies,  as lessor,  which is subordinate to a master lease agreement
     entered  into  by  BEI  Technologies,  as  lessee.  The  manufacturing  and
     production  equipment  delivered  to  date  under  the  equipment  sublease
     agreement is installed at our Hayward,  California  facility.  Equipment in
     place as of December 31, 2002 under the equipment  sublease agreement is at
     an approximate cost of $7.0


<PAGE>

     million,  with initial lease terms of 36 months. Rental payments are due on
     a quarterly basis and the amount determined by the Company's level of usage
     of the equipment, the cost of the equipment and applicable interest. Due to
     reduced usage of the equipment during the last 6 months of fiscal 2002, and
     expected  reduced usage in the future,  past payments may not be indicative
     of expected future payments. The equipment sublease agreement between us as
     lessee and BEI  Technologies as lessor is subject to, and  incorporates all
     obligations  of BEI  Technologies  to the  lessor  under the  master  lease
     agreement to which BEI Technologies is a party.

     Revolving Line of Credit Note; Payable to BEI Technologies

     The InterCompany  Services  Agreement further provided for a line of credit
     from BEI  Technologies  to the Company for up to $2.0 million with interest
     at prime plus 1.5%,  expiring on  September  28, 2002,  unless  extended by
     mutual  agreement of the parties.  During  fiscal  2002,  BEI  Technologies
     increased  this  line of credit by $1.0  million.  As of June 29,  2002 and
     September  28,  2002,  the  Company  had  outstanding  borrowings  totaling
     approximately  $2.7  million  on this line of  credit.  During  the  fiscal
     quarter ended June 29, 2002,  the Company was informed by BEI  Technologies
     that no further  advances  would be made to the Company  under this line of
     credit beyond the  approximately  $2.7 million funded as of March 30, 2002.
     During  October 2002,  BEI  Technologies  extended the maturity date of the
     line of credit to December 31, 2002.

     All of the  arrangements  outlined above may not represent  transactions at
     arms length and we may not be able to obtain terms as favorable  with third
     parties, if at all, when and if the arrangements with BEI Technologies come
     to an end.

     Issuance of Series B Preferred Stock to BEI Technologies

     Effective  September  28,  2002,  the  Company  and  BEI  Technologies  had
     determined  the Company  would  authorize and issue to BEI  Technologies  a
     series of nonvoting preferred stock. In November 2002, the Company issued a
     total of 18,146,420  shares of nonvoting  Series B Preferred Stock ("Series
     B") to BEI  Technologies in  consideration  of $1.8 million advanced to the
     Company during the third and fourth quarters of fiscal 2002.

     Holders of the Company's  Series B preferred stock are not entitled to vote
     on any matter  that the  holders of  OpticNet's  preferred  stock or common
     stock generally are entitled to vote.

     In the event of any liquidation,  dissolution or winding up of the Company,
     including a merger,  consolidation or reorganization  resulting in a change
     in  control  of  the  Company  or  a  sale,  lease  or  other  disposal  of
     substantially  all of the  Company's  assets,  the  holders of Series B are
     entitled to receive an amount equal to the original issuance price plus all
     accrued and unpaid Series B dividends as of such date,  which shall be paid
     prior to and in preference to any payment made or any assets distributed to
     the holders of any class or series of the common  stock or other  series of
     preferred stock of the Company.

     The holders of the Series B preferred are entitled to receive  dividends on
     each share at the rate of 6% per year,  calculated on the original issuance
     price,  payable  annually  and  cumulative  to the  extent  not paid,  with
     additional   dividends  payable  thereon.  The  dividends  are  payable  in
     preference  and priority to any payment of any dividend on the common stock
     or any other series of preferred stock of the Company.

     The  Series B  preferred  stock is not  convertible  into any other form of
     equity of the Company.

     Ten Percent Shareholder Relationships


<PAGE>

     As of December 31,  2002,  no  executive  officers or  directors  owned ten
     percent or more of our outstanding securities. During the fiscal years 2002
     and  2001,  we  had  significant   intercompany   relationships   with  BEI
     Technologies and related payments to BEI Technologies  arising out of these
     relationships as described above. We expect our close  affiliation with BEI
     Technologies to continue in the near future.

<PAGE>

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, the registrant has duly caused this periodic report to be signed on
its behalf by the undersigned, thereunto duly authorized.

OpticNet, Inc.


<TABLE>
<CAPTION>
Signature                                     Title                                             Date

<S>                                           <C>                                               <C>
/s/ Charles Crocker                           Director                                          1/24/03
---------------------------------------                                                         ------------------------------
Charles Crocker


/s/ Danforth Joslyn                          Director                                           1/24/03
---------------------------------------                                                         ------------------------------
Danforth Joslyn


/s/ Dr. James W. Seeser                      Director                                           1/24/03
---------------------------------------                                                         ------------------------------
Dr. James W. Seeser


                                             Chairman of the Board of Directors
---------------------------------------                                                         ------------------------------
Dr. Lawrence A. Wan


/s/ Gary D. Wrench                           Director and Chief Financial Officer                1/24/03
---------------------------------------                                                         ------------------------------
Gary D. Wrench


 /s/ Robert R. Corr                           Secretary and Treasurer (Chief                     1/24/03
---------------------------------------       Accounting Officer)                               ------------------------------
Robert R. Corr
</TABLE>


<PAGE>

                                CERTIFICATION OF
                                    PRESIDENT


I, Gerald D. Brasuell, certify that:

1.   I have reviewed this annual report on Form 10-K/A of OpticNet, Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this amended annual report (the "Evaluation Date"); and

     c)   presented in this annual report our conclusions about effectiveness of
          the disclosure  controls and procedures  based on our evaluation as of
          the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified  for the  registrant's  auditors and  material  weakness in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.


Dated 1/24/03


/s/ Gerald D. Brasuell
--------------------------------
Gerald D. Brasuell
President


<PAGE>

                                CERTIFICATION OF
                             CHIEF FINANCIAL OFFICER

I, Gary D. Wrench, certify that:

1.   I have reviewed this annual report on Form 10-K/A of OpticNet, Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this amended annual report (the "Evaluation Date"); and

     c)   presented in this annual report our conclusions about effectiveness of
          the disclosure  controls and procedures  based on our evaluation as of
          the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified  for the  registrant's  auditors and  material  weakness in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.


Dated 1/24/03


/s/ Gary D. Wrench
--------------------------------
Gary D. Wrench
Chief Financial Officer


<PAGE>


INDEX TO EXHIBITS


Exhibit
Number                              Description
------                              -----------
99.3              President  Certification  Pursuant  to  18  U.S.C  as  adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.4              CFO Certification Pursuant to 18 U.S.C. as adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002