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                                                                    EXHIBIT 10.2


                            INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT is made effective as of the ___ day of _______,
2000, by and between Optical Access, Inc., a Delaware corporation (the
"Company") and _______________ ("Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and
executive officers the most capable persons available;

WHEREAS, Indemnitee has recently become, or continues to serve as a(n)
_____________ of the Company;

WHEREAS, the Bylaws and the Certificate of Incorporation of the Company require
the Company to indemnify its directors and officers to the fullest extent
permitted by law and Indemnitee is serving as a director or executive officer of
the Company, in part, in reliance of such Bylaws and Certificate of
Incorporation; and

WHEREAS, in recognition of Indemnitee's need for substantial protection against
personal liability, to maintain Indemnitee's continued service to the Company in
an effective manner in reliance on the aforesaid Bylaws and Certificate of
Incorporation, in part, to provide Indemnitee with specific contractual
assurance that the protection promised by such Bylaws and Certificate of
Incorporation will be available to Indemnitee (regardless of, among other
things, any amendment to or revocation of such Bylaws and Certificate of
Incorporation or any change in the composition of the Company's Board of
Directors or any acquisition transaction relating to the Company), the Company
desires to provide in this Agreement for the indemnification of and the advance
of expenses to Indemnitee to the fullest extent (whether partial or complete)
permitted by law, as set forth in this Agreement and, to the extent officers'
and directors' liability insurance is maintained by the Company, to provide for
continued coverage of Indemnitee under the Company's officers' and directors'
liability insurance policies.

NOW, THEREFORE, in consideration of the covenants contained herein and of
Indemnitee's continuing service to the Company directly, or at its request,
other enterprises, and intending to be legally bound thereby, the parties hereto
agree as follows:

1.   CERTAIN DEFINITIONS

          (a) Acquiring Person: shall mean any Person other than: (i) the
Company; (ii) any of the Company's Subsidiaries; (iii) any employee benefit plan
of the Company or of a Subsidiary of the Company or of a corporation owned
directly or indirectly by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company; or (iv) any trustee
or other fiduciary holding securities under an employee benefit plan of the
Company or of a Subsidiary of the Company or of a corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company or (v) MRV
Communications, Inc.

          (b) Change in Control: shall be deemed to have occurred if: (i) any

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Acquiring Person is, or becomes the "beneficial owner" (as defined in Rule 13d-3
and 14d-1 under the Securities and Exchange Act of 1934, as amended (the
"Exchange Act")), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power or more of the then
outstanding Voting Securities of the Company; or (ii) members of the Incumbent
Board cease for any reason to constitute at least a majority of the Board of
Directors of the Company; or (iii) a public announcement is made of a tender or
exchange offer by an Acquiring Person for 50% or more of the outstanding Voting
Securities of the Company, and the Board of Directors of the Company approves or
fails to oppose that tender or exchange offer in its statements in Schedule
14D-9 under the Exchange Act; or (iv) the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation, partnership
or other entity (or, if no such approval is required, the consummation of such a
merger or consolidation of the Company), other than a merger or consolidation
that would result in the Voting Securities of the Company outstanding
immediately prior to the consummation thereof continuing to represent, either by
remaining outstanding or by being converted into Voting Securities of the
surviving entity or its parent, at least 80% of the total Voting Securities
outstanding immediately after that merger or consolidation; or (v) the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets (or, if no such approval is required,
the consummation of such a liquidation, sale, or disposition in one transaction
or series of related transactions) other than a liquidation, sale, or
disposition of all or substantially all of the Company's assets in one
transaction or a series of related transactions to a corporation owned directly
or indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.

          (c) Claim: any threatened, pending, or completed action, suit,
proceeding or alternative dispute resolution mechanism (including, without
limitation, securities laws actions, suits, and proceedings), or any inquiry,
hearing or investigation (including discovery), whether conducted by the Company
or any other party, that Indemnitee in good faith believes might lead to the
institution of any action, suit, proceeding or alternative dispute resolution
mechanism whether civil, criminal, administrative, investigative, or other.

          (d) Expenses: include attorneys' fees and all other costs, travel
expenses, fees of experts, transcript costs, filing fees, witness fees,
telephone charges, postage, delivery service fees, expenses and obligations of
any nature whatsoever paid or incurred in connection with investigating,
defending, being a witness in or participating in (including on appeal), or
preparing to defend, be a witness in or participate in any Claim relating to any
Indemnifiable Event.

          (e) Incumbent Board: individuals, who, as of _________________, 2000
constitute the Board of Directors of the Company and any other individual who
becomes a director of the Company after that date and whose election or
appointment by the Board of Directors or nomination for election by the
Company's stockholders was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board.

          (f) Indemnifiable Event: any event or occurrence related to the fact
that Indemnitee is or was a director, officer, employee, agent, or fiduciary of
the Company, or is or


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was serving at the request of the Company as a director, officer, employee,
trustee, agent, or fiduciary of another corporation, partnership, joint venture,
employee benefit plan, trust, or other enterprise, or by reason of anything done
or not done by Indemnitee in any such capacity. For purposes of this Agreement,
the Company agrees that Indemnitee's service on behalf of or with respect to any
Subsidiary of the Company shall be deemed to be at the request of the Company.

          (g) Independent Legal Counsel: special, independent counsel selected
by Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld), and who has not otherwise performed services for the
Company or for Indemnitee within the last five years (other than as Independent
Legal Counsel under this Agreement or similar agreements). Independent Legal
Counsel shall not be any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee's rights under this Agreement, nor shall Independent Legal Counsel be
any person who has been sanctioned or censured for ethical violations of
applicable standards of professional conduct.

          (h) Person: any person or entity of any nature whatsoever,
specifically including an individual, a firm, a company, a corporation, a
partnership, a limited liability company, a trust, or other entity. A Person,
together with that Person's Affiliates and Associates (as those terms are
defined in Rule 12b-2 under the Exchange Act), and any Persons acting as a
partnership, limited partnership, joint venture, association, syndicate, or
other group (whether or not formally organized), or otherwise acting jointly or
in concert or in a coordinated or consciously parallel manner (whether or not
pursuant to any express agreement), for the purpose of acquiring, holding,
voting, or disposing of securities of the Company with such Person, shall be
deemed a single "Person."

          (i) Potential Change in Control: shall be deemed to have occurred if
(i) the Company enters into an agreement, the consummation of which would result
in the occurrence of a Change in Control; (ii) any Person (including the
Company) publicly announces an intention to take or to consider taking actions
that, if consummated, would constitute a Change in Control; (iii) any Acquiring
Person who is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 10% or more of the combined voting power
of the then outstanding Voting Securities of the Company increases its
beneficial ownership of such securities by 5% or more over the percentage so
owned by that Person on the date of this Agreement; or (iv) the Board of
Directors of the Company adopts a resolution to the effect that, for purposes of
this Agreement, a Potential Change in Control has occurred.

          (j) Reviewing Party: any appropriate person or body consisting of a
member or members of the Company's Board of Directors or any other person or
body appointed by the Board who is not a party to the particular Claim for which
Indemnitee is seeking indemnification or Independent Legal Counsel.

          (k) Subsidiary: with respect to any Person, any corporation or other
entity of which a majority of the voting power of the voting equity securities
or equity interest is owned, directly or indirectly, by that Person.


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          (l) Voting Securities: any securities that vote generally in the
election of directors, in the admission of general partners, or in the selection
of any other similar governing body.

2.   BASIC INDEMNIFICATION AND EXPENSE REIMBURSEMENT ARRANGEMENT

          (a) If Indemnitee was, is, or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or other
participant in, a Claim by reason of (or arising in part out of) an
Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest
extent permitted by law as soon as practicable but in any event no later than 30
days after written demand is presented to the Company, against any and all
Expenses, judgments, fines, penalties, or amounts paid in settlement (including
all interest, assessments, and other charges paid or payable in connection with
or in respect of such Expenses, judgments, fines, penalties, or amounts paid in
settlement) of or with respect to that Claim and any federal, state, local or
foreign taxes imposed on the Indemnitee as a result of the actual or deemed
receipt of any payments under this Agreement (including the creation of the
trust referred to in Section 4 hereof). Notwithstanding anything in this
Agreement to the contrary and except as provided in Section 5, prior to a Change
in Control, Indemnitee shall not be entitled to indemnification pursuant to this
Agreement in connection with any Claim initiated by Indemnitee against the
Company or any director or officer of the Company unless the Company has joined
in or consented to the initiation of such Claim. Notwithstanding the foregoing,
the obligations of the Company under Section 2(a) shall be subject to the
condition that the Reviewing Party shall not have determined (in a written
opinion, in any case in which Independent Legal Counsel referred to in Section 3
hereof is involved) that Indemnitee would not be permitted to be indemnified
under applicable law. Nothing contained in this Agreement shall require any
determination under this Section 2(a) to be made by the Reviewing Party prior to
the disposition or conclusion of the Claim against the Indemnitee; provided,
however, that Expense Advances shall continue to be made by the Company pursuant
to and to the extent required by the provisions of Section 2(b).

          (b) If so requested by Indemnitee, the Company shall pay any and all
Expenses incurred by Indemnitee (or, if applicable, reimburse Indemnitee for any
and all Expenses incurred by Indemnitee and previously paid by Indemnitee)
within five business days after such request (an "Expense Advance"). The Company
shall be obligated to make or pay an Expense Advance in advance of the final
disposition or conclusion of any Claim. In connection with any request for an
Expense Advance, if requested by the Company, Indemnitee or Indemnitee's counsel
shall submit an affidavit stating that the Expenses incurred were reasonable.
Any dispute as to the reasonableness of any Expense shall not delay an Expense
Advance by the Company, and the Company agrees that any such dispute shall be
resolved only upon the disposition or conclusion of the underlying Claim against
the Indemnitee. If, when, and to the extent that the Reviewing Party determines
that Indemnitee would not be permitted to be indemnified with respect to a Claim
under applicable law, the Company shall be entitled to be reimbursed by
Indemnitee and Indemnitee hereby agrees to reimburse the Company without
interest (which agreement shall be an unsecured obligation of Indemnitee) for
all related Expense Advances theretofore made or paid by the Company; provided,
however, that if Indemnitee has



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commenced legal proceedings in a court of competent jurisdiction to secure a
determination that Indemnitee should be indemnified under applicable law, any
determination made by the Reviewing Party that Indemnitee would not be permitted
to be indemnified under applicable law shall not be binding and Indemnitee shall
not be required to reimburse the Company for any Expense Advance, and the
Company shall be obligated to continue to make Expense Advances, until a final
judicial determination is made with respect thereto (as to which all rights of
appeal therefrom have been exhausted or lapsed). If there has not been a Change
in Control, the Reviewing Party shall be selected by the Board of Directors of
the Company. If there has been a Change in Control, the Reviewing Party shall be
advised by or shall be the Independent Legal Counsel referred to in Section 3
hereof, if and as Indemnitee so requests. If there has not been any
determination by the Reviewing Party or if the Reviewing Party determines that
Indemnitee substantively would not be permitted to be indemnified in whole or in
part under applicable law, Indemnitee shall have the right to commence
litigation in any court of the States of California or Delaware having subject
matter jurisdiction thereof and in which venue is proper seeking an initial
determination by the court or challenging any such determination by the
Reviewing Party or any aspect thereof, and the Company hereby consents to
service of process and to appear in any such proceeding. Any determination by
the Reviewing Party otherwise shall be conclusive and binding on the Company and
Indemnitee.

3.   CHANGE IN CONTROL

          The Company agrees that, if there is a Change in Control and if
Indemnitee requests in writing that Independent Legal Counsel advise the
Reviewing Party or be the Reviewing Party, then the Company shall not deny any
indemnification payments (and Expense Advances shall continue to be paid by the
Company pursuant to Section 2(b)) that Indemnitee requests or demands under this
Agreement or any other agreement or law now or hereafter in effect relating to
Claims for Indemnifiable Events. The Company further agrees not to request or
seek reimbursement from Indemnitee of any related Expense Advances unless, with
respect to a denied indemnification payment, Independent Legal Counsel has
rendered its written opinion to the Company and Indemnitee that the Company
would not be permitted under applicable law to pay Indemnitee such
indemnification payment. The Company agrees to pay the reasonable fees of
Independent Legal Counsel referred to in this Section 3 and to indemnify fully
Independent Legal Counsel against any and all expenses (including attorneys'
fees), claims, liabilities, and damages arising out of or relating to this
Agreement or Independent Legal Counsel's engagement pursuant hereto.

4.   ESTABLISHMENT OF TRUST

          In the event of a Potential Change in Control, the Company shall, upon
written request by Indemnitee, create a trust for the benefit of Indemnitee (the
"Trust") and from time to time upon written request of Indemnitee the Company
shall fund the Trust in an amount sufficient to satisfy any and all Expenses
reasonably anticipated at the time of each such request to be incurred in
connection with investigating, preparing for, and defending any Claim relating
to an Indemnifiable Event, and any and all judgments, fines, penalties, and
settlement amounts of any and all Claims relating to an Indemnifiable Event from
time to time actually paid or claimed,


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reasonably anticipated, or proposed to be paid. The amount or amounts to be
deposited in the Trust pursuant to the foregoing funding obligation shall be
determined by the Reviewing Party, in any situation in which Independent Legal
Counsel referred to in Section 3 is involved. The terms of the Trust shall
provide that, upon a Change in Control, (i) the Trust shall not be revoked or
the principal thereof invaded, without the written consent of Indemnitee; (ii)
the trustee of the Trust shall advance, within five business days of a request
by Indemnitee, any and all Expenses to Indemnitee (and Indemnitee hereby agrees
to reimburse the Trust under the circumstances in which Indemnitee would be
required to reimburse the Company for Expense Advances under Section 2(b) of
this Agreement); (iii) the Trust shall continue to be funded by the Company in
accordance with the funding obligation set forth above; (iv) the trustee of the
Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be
entitled to indemnification pursuant to this Agreement or otherwise; and (v) all
unexpended funds in that Trust shall revert to the Company upon a final
determination by the Reviewing Party or a court of competent jurisdiction, as
the case may be, that Indemnitee has been fully indemnified under the terms of
this Agreement. The trustee of the Trust shall be chosen by Indemnitee. Nothing
in this Section 4 shall relieve the Company of any of its obligations under this
Agreement. All income earned on the assets held in the trust shall be reported
as income by the Company for federal, state, local and foreign tax purposes.

5.   INDEMNIFICATION FOR ADDITIONAL EXPENSES

          The Company shall indemnify Indemnitee against any and all costs and
expenses (including attorneys' and expert witnesses' fees) and, if requested by
Indemnitee, shall (within five business days of that request) advance those
costs and expenses to Indemnitee, that are incurred by Indemnitee in connection
with any claim asserted against or action brought by Indemnitee for (i)
indemnification or advance payment of Expenses by the Company under this
Agreement or any other agreement or provision of the Company's Certificate of
Incorporation or Bylaws now or hereafter in effect relating to Claims for
Indemnifiable Events and/or (ii) recovery under any directors' and officers'
liability insurance policies maintained by the Company, regardless of whether
Indemnitee ultimately is determined to be entitled to that indemnification,
advance expense payment, or insurance recovery, as the case may be.

6.   PARTIAL INDEMNITY

          If Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of the Expenses, judgments,
fines, penalties, and amounts paid in settlement of a Claim but not, however,
for all of the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover,
notwithstanding any other provision of this Agreement, to the extent that
Indemnitee has been successful on the merits or otherwise in defense of any or
all Claims relating in whole or in part to an Indemnifiable Event or in defense
of any issue or matter therein, including dismissal without prejudice,
Indemnitee shall be indemnified against all Expenses incurred in connection
therewith.

7.   CONTRIBUTION


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          (a) Contribution Payment: To the extent the indemnification provided
for under any provision of this Agreement is determined (in the manner
hereinabove provided) not to be permitted under applicable law, then if
Indemnitee was, is, or becomes a party to or witness or other participant in, or
is threatened to be made a party to or witness or other participant in, a Claim
by reason of (or arising in part out of) an Indemnifiable Event, the Company, in
lieu of indemnifying Indemnitee, shall contribute to the amount of any and all
Expenses, judgments, fines, or penalties assessed against or incurred or paid by
Indemnitee on account of that Claim and any and all amounts paid in settlement
of that Claim (including all interest, assessments, and other charges paid or
payable in connection with or in respect of such Expenses, judgments, fines,
penalties, or amounts paid in settlement) for which such indemnification is not
permitted ("Contribution Amounts"), in such proportion as is appropriate to
reflect the relative fault with respect to the Indemnifiable Event giving rise
to the Contribution Amounts of Indemnitee, on the one hand, and of the Company
and any and all other parties (including officers and directors of the Company
other than Indemnitee) who may be at fault with respect to such Indemnifiable
Event (collectively, including the Company, the "Third Parties") on the other
hand.

          (b) Relative Fault: The relative fault of the Third Parties and the
Indemnitee shall be determined (i) by reference to the relative fault of
Indemnitee as determined by the court or other governmental agency assessing the
Contribution Amount, or (ii) to the extent such court or other governmental
agency does not apportion relative fault, by the Reviewing Party (which shall
include Independent Legal Counsel) after giving effect to, among other things,
the relative intent, knowledge, access to information, and opportunity to
prevent or correct the applicable Indemnifiable Event and other relevant
equitable considerations of each party. The Company and Indemnitee agree that it
would not be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation or by any other method of allocation which
does take account of the equitable considerations referred to in this Section
7(b).

8.   BURDEN OF PROOF

          It shall be a defense to any action brought by the Indemnitee against
the Company to enforce this Agreement (other than an action brought to enforce a
claim for expenses incurred in defending a Claim in advance of its final
disposition where the required undertaking has been tendered by the Company)
that the Indemnitee has not met the standards of conduct that make it
permissible under the Delaware General Corporation Law for the Company to
indemnify the Indemnitee for the amount claimed. In connection with any
determination by the Reviewing Party or otherwise as to whether Indemnitee is
entitled to be indemnified under any provision of this Agreement or to receive
contribution pursuant to Section 7 of this Agreement, the burden of proof shall
be on the Company to establish that Indemnitee is not so entitled.

9.   NO PRESUMPTION

          For purposes of this Agreement, the termination of any claim, action,
suit, or proceeding, by judgment, order, settlement (whether with or without
court approval), or conviction, or upon a plea of nolo contendere, or its
equivalent, shall not create a presumption


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that Indemnitee did not meet any particular standard of conduct or have any
particular belief or that a court has determined that indemnification is not
permitted by applicable law.

10.  NON-EXCLUSIVITY

          The rights of Indemnitee hereunder shall be in addition to any other
rights Indemnitee may have under the Company's Certificate of Incorporation or
Bylaws, the Delaware General Corporation Law or otherwise. To the extent that a
change in the Delaware General Corporation Law (whether by statute or judicial
decision) permits greater indemnification by agreement than would be afforded
currently under the Company's Certificate of Incorporation or Bylaws and this
Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by
this Agreement the greater benefits so afforded by that change.

11.  NO CONSTRUCTION AS EMPLOYMENT AGREEMENT

          Nothing contained herein shall be construed as giving Indemnitee any
right to be retained in the employ of the Company of any of its Subsidiaries.

12.  LIABILITY INSURANCE

          Except as otherwise agreed to by the Company and Indemnitee in a
written agreement, to the extent the Company maintains an insurance policy or
policies providing directors' and officers' liability insurance, Indemnitee
shall be covered by that policy or those policies, in accordance with its or
their terms, to the maximum extent of the coverage available for any Company
director or officer.

13.  PERIOD OF LIMITATIONS

          No legal action shall be brought and no cause of action shall be
asserted by or on behalf of the Company or any affiliate of the Company against
Indemnitee or Indemnitee's spouse, heirs, executors, or personal or legal
representatives after the expiration of three years from the date of accrual of
that cause of action, and any claim or cause of action of the Company or its
affiliate shall be extinguished and deemed released unless asserted by the
timely filing of a legal action within that three-year period; provided,
however, that, if any shorter period of limitations is otherwise applicable to
any such cause of action, the shorter period shall govern.

14.  AMENDMENTS

          No supplement, modification, or amendment of this Agreement shall be
binding unless executed in writing by both of the parties hereto. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall that
waiver constitute a continuing waiver.

15.  SUBROGATION



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          In the event of payment under this Agreement, the Company shall be
subrogated to the extent of that payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and shall do everything that
may be necessary to secure those rights, including the execution of the
documents necessary to enable the Company effectively to bring suit to enforce
those rights.

16.  NO DUPLICATION OF PAYMENTS

          The Company shall not be liable under this Agreement to make any
payment in connection with any claim made against Indemnitee to the extent
Indemnitee has otherwise actually received payment (under any insurance policy,
provision of the Company's charter or Bylaws or otherwise) of the amounts
otherwise indemnifiable hereunder.

17.  BINDING EFFECT; MERGER

          This Agreement shall be binding upon and inure to the benefit of and
be enforceable by the parties hereto and their respective successors, assigns
(including any direct or indirect successor by purchase, merger, consolidation,
or otherwise to all or substantially all of the business or assets of the
Company), spouses, heirs, and personal and legal representatives. The Company
shall require and cause any successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all, substantially all, or by written
agreement in form and substance satisfactory to Indemnitee, expressly to assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession had taken
place. This Agreement shall continue in effect regardless of whether Indemnitee
continues to serve as an officer or director of the Company or another
enterprise at the Company's request.

18.  SEVERABILITY

          If any provision of this Agreement is held to be illegal, invalid, or
unenforceable under present or future laws effective during the term hereof,
that provision shall be fully severable; this Agreement shall be construed and
enforced as if that illegal, invalid, or unenforceable provision had never
comprised a part hereof; and the remaining provisions shall remain in full force
and effect and shall not be affected by the illegal, invalid, or unenforceable
provision or by its severance from this Agreement. Furthermore, in lieu of that
illegal, invalid, or unenforceable provision, there shall be added automatically
as a part of this Agreement a provision as similar in terms to the illegal,
invalid, or unenforceable provision as may be possible and be legal, valid, and
enforceable.

19.  GOVERNING LAW

          This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware applicable to contracts made
and to be performed in that state without giving effect to the principles of
conflicts of laws or choice of laws.


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20.  CONSTRUCTION

          The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement. Pronouns shall be construed to include the masculine, feminine,
neuter, singular and plural as the context requires.

21.  NOTICES

          Whenever this Agreement requires or permits notice to be given by one
party to the other, such notice must be in writing to be effective and shall be
deemed delivered and received by the party to whom it is sent upon actual
receipt (by any means) of such notice. Receipt of a notice by any officer of the
Company shall be deemed receipt of such notice by the Company.

22.  COUNTERPARTS

          This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but in making proof hereof it shall not be
necessary to produce or account for more than one such counterpart.


          IN WITNESS WHEREOF, the undersigned has executed this agreement as of
the date first written above.

                                    OPTICAL ACCESS, INC.
                                    a Delaware corporation


                                    By:
                                        -----------------------------------
                                        Guy Avidan
                                        Chief Executive Officer

                                    INDEMNITEE:


                                    By:
                                        -----------------------------------



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