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                                                                   Exhibit 10.15


                        SERVICES AGREEMENT NO. 01-02-203

         This Services Agreement No. 01-02-203 ("Agreement") is entered into as
of January 24, 2002 (the "Effective Date"), by and between ONI Systems Corp.,
located at 5965 Silver Creek Valley Road, San Jose, California 95138 ("ONI"),
and


         Contractor Business Name:      George Reyes ("Contractor")

         Tax ID Number:
                                        ----------------------------------------

         Address:
                                        ----------------------------------------


         IN CONSIDERATION OF THE MUTUAL CONVENANTS AND AGREEMENTS CONTAINED
HEREIN, THE PARTIES HERETO AGREE TO THE FOLLOWING STATEMENT OF WORK:

1.       Contractor shall, consistent with the terms of this Agreement, perform
services for, and on behalf of ONI for the three (3) month period following the
Effective Date ("Term").

2.       Contractor shall perform financial consulting services for ONI
commencing during the Term ("Services"). Effective February 7, 2002 and
continuing through the remainder of the Term, Contractor shall act as ONI's
acting Chief Financial Officer.

3.       As consideration for the Services set forth above, ONI will pay
Contractor twenty thousand dollars each month ($20,000/mo) during the Term and
grant Contractor a stock option to purchase twenty-four thousand (24,000) shares
of ONI's common stock with an exercise price equal to the fair market value on
the date of grant. The stock option must be approved by ONI's Board of
Directors. This option will vest and become exercisable over the Term with 8,000
shares vesting upon the monthly anniversary of the Effective Date, provided that
the total number of vested shares subject to the option will not exceed 24,000.
Vesting will depend upon Contractor continuing to provide Services to ONI during
the Term. Contractor will be able to exercise the option for a period of one (1)
year following the date on which Contractor ceases to provide Services to ONI,
provided that the option may not be exercised more than ten (10) years after the
date of grant. The option will be subject to the terms of ONI's 2000 Equity
Incentive Plan and a Stock Option Agreement between Contractor and ONI.

NOTE: Any out of pocket expenses incurred by Contractor in connection with
providing the Services will be the sole responsibility of Contractor, unless
otherwise approved in writing by ONI prior to incurring the expense.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement, agreeing to
the terms on this page and the attached General Terms and Conditions, as of the
Effective Date above.


ONI SYSTEMS CORP.                           GEORGE REYES ("CONTRACTOR")





Signed Name:  /s/ Hugh C. Martin            Signed Name:  /s/ George Reyes
              -----------------------                     ----------------------

Printed Name:  Hugh C. Martin
               ----------------------

Title:  Chairman and CEO
        -----------------------------

Date:  1/25/02                              Date:  1/23/02
       ------------------------------              -----------------------------


ONI Systems CONFIDENTIAL                                             Page 1 of 4
Reyes Services Agreement, Version 012302

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                          GENERAL TERMS AND CONDITIONS


1.       PERFORMANCE OF SERVICES

         In accordance with the Statement of Work set forth on the first page of
         this Agreement, ONI requests that Contractor perform certain Services.
         The parties acknowledge that Services are subject to the terms and
         conditions of this Agreement.

2.       PAYMENT

         As sole compensation for the performance of the Services, ONI will pay
         Contractor the consideration identified in the Statement of Work.
         Unless otherwise specified in the Statement of Work, any expenses
         incurred by Contractor in performing the Services will be the sole
         responsibility of Contractor. Contractor will submit monthly invoices
         to ONI for all fees (and any agreed upon, pre-approved expenses)
         payable under this Agreement with appropriate back-up information
         sufficient to satisfy ONI's reasonable requirements. ONI will pay each
         such invoice no later than thirty (30) days after its receipt.

3.       RELATIONSHIP OF THE PARTIES

         3.1      Contractor is an independent contractor and not an agent or
                  employee of ONI, and shall not, by virtue of this Agreement or
                  otherwise, be entitled to any benefits or privileges provided
                  by ONI to ONI's employees, and shall have no right or
                  authority whatsoever to create any obligation, express or
                  implied, on behalf of ONI, or to bind ONI in any manner
                  whatsoever.

         3.2      Contractor will be responsible for the payment of any and all
                  taxes due as a result of the performance of the Services or
                  the payments therefor. Contractor is solely responsible for
                  reporting to the relevant taxing authorities all compensation
                  received hereunder and Contractor will indemnify and hold
                  harmless ONI from and against all claims, damages, losses, and
                  reasonable fees of attorneys and other professionals relating
                  to any obligation to pay any income taxes, withholding taxes,
                  sales tax, valued added tax (VAT), social security,
                  unemployment or disability insurance or similar items in
                  connection with any payments made to Contractor hereunder.

         3.3      Contractor will, at all times, comply with all applicable
                  rules and procedures while working on ONI's premises,
                  including without limitation rules and procedures regarding
                  security and confidentiality.

         3.4      If the parties agree that Contractor needs unescorted access
                  to ONI's facilities and/or resources, such as intranet or
                  email communication systems, then Contractor will first have
                  to provide ONI with a fully completed Background Investigation
                  ("BI") questionnaire in order for ONI to have such a BI
                  conducted. Contractor acknowledges that such a BI will
                  include, but not necessarily be limited to, a check of
                  criminal records (seven year history of felonies and
                  misdemeanors), DMV, SSN verification, educational history and
                  employment/character references. Such a BI questionnaire will
                  require that Contractor provide ONI with individually
                  identifiable information such as full name, social security
                  number, seven-year address history and driver license number.

4.       WARRANTY

         Contractor represents and warrants that: (i) Contractor has the proper
         skill, training and background so as to be able to perform in a
         competent and professional manner; and (ii) all materials,
         documentation and other items delivered under this Agreement
         ("Deliverables") will be completed in a thorough and professional
         manner. Contractor will, at no additional charge to ONI, correct any
         defects discovered by ONI after delivery of any Deliverables hereunder.

5.       COPYRIGHTS, INVENTIONS, DISCOVERIES AND IMPROVEMENTS

         5.1      Contractor agrees that all writings, software, drawings,
                  photographs, designs, copyrightable material, inventions,
                  improvements, developments and discoveries ("Protected
                  Material") made, conceived, or reduced to practice by
                  Contractor, solely or in collaboration with others during the
                  course of this Agreement which relate to the Services, are the
                  sole property of ONI, and Contractor further assigns (or
                  causes to be assigned) to ONI all right, title and interest in
                  and to all such Protected Material.

         5.2      Contractor agrees to assist ONI, at ONI's expense, in every
                  proper way to enable ONI to obtain, perfect, defend and
                  enforce its rights in and to all such Protected Material in
                  any and all countries, including the disclosure to ONI of all
                  pertinent information and data with respect thereto, and the
                  execution of all applications, assignments and all other
                  instruments which ONI shall deem necessary in order to apply
                  for and obtain copyright protection, mask work registration
                  and/or letters patent and in order to assign and convey to
                  ONI, its successors, assigns and nominees, sole and exclusive
                  rights, title and interest in and to such copyrights, mask
                  works, inventions, patent applications or patents.

         5.3      Contractor's obligation to execute (or cause to be executed)
                  instruments or papers such as those described in Section 5.2
                  above, shall continue after the termination of this Agreement
                  with respect to any and all copyrights, mask works, and/or
                  inventions to be assigned to ONI under the provisions of this
                  Agreement.


ONI Systems CONFIDENTIAL                                             Page 2 of 4
Reyes Services Agreement, Version 012302
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         5.4      If ONI should not seek copyright protection, mask work
                  registration or patent protection for any such Protected
                  Material but should desire to keep the same secret, Contractor
                  agrees to assist ONI in this and will not disclose any such
                  information without the written consent of ONI.

         5.5      Contractor agrees that Deliverables, as well as any and all
                  notes, records, drawings made or kept by Contractor in
                  connection with the Services or in connection with any
                  Protected Material made, conceived, or reduced to practice by
                  Contractor which belong to ONI pursuant to this Section 5
                  shall be and are the sole and exclusive property of ONI and
                  ONI retains the sole right to obtain copyright protection,
                  mask work registration and/or letters patent in any and all
                  countries upon any such writings. Contractor agrees that upon
                  termination of this Agreement all notes, records and drawings
                  will be provided to ONI.

6.       CONFIDENTIAL INFORMATION

         6.1      Contractor acknowledges that Contractor may receive and have
                  access to certain information and materials that are
                  confidential to ONI, including without limitation, information
                  and materials relating to ONI's and its customers' products,
                  processes, designs, concepts, costs, prices, finances,
                  marketing plans, business opportunities, personnel, research,
                  and know-how ("Confidential Information"). During and after
                  Contractor's performance of Services hereunder, Contractor
                  will not use or disclose any Confidential Information, except
                  as may be necessary in the performance of Services. Contractor
                  will take all reasonable measures to maintain the
                  confidentiality of such Confidential Information, but not less
                  than the measures it uses for its confidential information of
                  similar importance. Contractor will not disclose to ONI nor
                  induce ONI to use trade secrets or other confidential
                  information belonging to others. Contractor agrees that it
                  shall not permit the publication or dissemination of any
                  information related to this Agreement through any press
                  release, public statement or marketing efforts. Upon
                  termination of this Agreement, Contractor shall return to ONI
                  all written materials constituting or incorporating any
                  Confidential Information obtained from ONI.

         6.2      Contractor certifies that Contractor has read, understands and
                  agrees to comply with ONI's Procedures and Guidelines
                  Governing Securities Trades by Company Insiders. Contractor
                  agrees that Contractor will be subject to sanctions that may
                  be imposed by ONI, in its discretion, for violation of ONI's
                  policy, and that ONI may give stop-transfer and other
                  instructions to ONI's transfer agent against the transfer of
                  ONI securities by Contractor in a transaction that ONI
                  considers to be in contravention of its policy.

7.       LIMITATION OF LIABILITY

         Except for Contractor's obligations under Sections 6, in no event will
         either party be liable for any indirect, special, incidental or
         consequential damages arising out of this Agreement, even if a party
         has been advised of the possibility of such damage.

8.       TERM AND TERMINATION

         8.1      This Agreement commences as of the Effective Date and will
                  continue until terminated in accordance with the terms and
                  conditions of this Agreement.

         8.2      This Agreement may be terminated by either party if the other
                  party breaches any material term or condition of this
                  Agreement and fails to cure such breach within thirty (30)
                  days after written notice.

         8.4      The rights and obligations of the parties contained in
                  Sections 3, 4, 5, 6, 7 and 8 will survive any the termination
                  of this Agreement.

9.       GENERAL

         9.1      Contractor may not assign any of its rights or obligations
                  under this Agreement, without ONI's prior written consent. Any
                  attempted assignment by Contractor without such consent will
                  be null and void. The rights and liabilities of the parties
                  will be binding upon and inure to the parties' successors and
                  permitted assigns.

         9.2      Contractor will comply with all national, federal, state and
                  local laws applicable to Contractor's performance of Services.
                  Contractor will acquire and maintain in good standing, and at
                  its sole expense, all permits, licenses and other entitlements
                  required of it in the performance of Services under this
                  Agreement.

         9.3      If given written authorization to use ONI's resources (e.g.
                  office space, computer resources), Contractor agrees to use
                  such resources strictly for performing the Services under this
                  Agreement. Any other use is unauthorized and will subject
                  Contractor to immediate termination without further payment,
                  notwithstanding anything to the contrary in Section 8 of this
                  Agreement.

         9.4      This Agreement will be governed by and construed in accordance
                  with the laws of the State of California excluding that body
                  of law pertaining to conflict of laws.


ONI Systems CONFIDENTIAL                                             Page 3 of 4
Reyes Services Agreement, Version 012302
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         9.5      The failure of ONI to enforce any provisions of this Agreement
                  or to require at any time the performance by Contractor of any
                  provisions of this Agreement will not in any way be construed
                  to be a waiver of such provisions.

         9.6      Contractor acknowledges that any breach of this Agreement may
                  result in irreparable harm to ONI for which damages may be an
                  inadequate remedy. Accordingly, in addition to its rights and
                  remedies otherwise available at law, ONI will be entitled to
                  obtain equitable relief, including injunctions, in the event
                  of such breach. Contractor waives any requirement for the
                  posting of a bond or other security in the event that ONI
                  seeks injunctive relief.

         9.7      All notices required or permitted under this Agreement will be
                  in writing and delivered by confirmed facsimile transmission,
                  by courier or overnight delivery service, or by certified
                  mail, and in each instance will be deemed given upon receipt.
                  All communications will be sent to the addresses set forth
                  above or to such other address as may be specified by either
                  party to the other in accordance with this Section. Either
                  party may change its address for notices to the other party by
                  the means specified in this Section.

         9.8      If a court of competent jurisdiction finds any provision of
                  this Agreement invalid or unenforceable, that provision of the
                  Agreement will be enforced to the maximum extent permissible
                  and the other provisions of this Agreement will remain in full
                  force and effect.

         9.9      This Agreement, including the Statement of Work, constitute
                  the entire agreement of the parties regarding its subject
                  matter and supersedes all prior or contemporaneous oral or
                  written communications, proposals and representations with
                  respect to its subject matter. This Agreement may only be
                  modified or rights under it waived by a written document
                  executed by duly authorized representatives of both parties.


ONI Systems CONFIDENTIAL                                            Page 4 of 4
Reyes Services Agreement, Version 012302