<PAGE> 1
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding ("MOU") is entered into this 26th day of June,
2000 by and between MRV Communications, Inc., a corporation organized and
existing under the laws of Delaware, U.S.A.("MRV"), and the remaining selling
shareholders of FOCI as stated hereinbelow (individually, "Remaining Selling
Shareholder" and collectively "Remaining Selling Shareholders"), represented by
their attorneys-in-fact, Ronald Fu-Chang Wang and Steve Song-Fure Lin
("Attorneys-in-Fact"). MRV and Remaining Selling Shareholders are referred to
herein individually as the "Party" and collectively as the "Parties".
WHEREAS, Fiber Optic Communications, Inc. (FOCI), MRV and certain Selling
Shareholders, represented by Attorneys-in-Fact, have entered into a Stock
Purchase Agreement ("SPA") on the 21st day of February, 2000, the Addendum to
Stock Purchase Agreement on the 14th day of April, 2000 and the Addendum No. 2
to Stock Purchase Agreement on the 26th day of June, 2000 for purpose of stock
purchase transaction;
WHEREAS, MRV, certain Selling Shareholders and the law firm of Baker & McKenzie,
Taipei Office (the "Escrow Agent") having David Liou as its representative have
entered into an Escrow Agreement (the "Escrow Agreement") on the 21st day of
February, 2000, the Addendum to Escrow Agreement on the 14th day of April, 2000,
and the Addendum No. 2 to Escrow Agreement on the 26th day of June, 2000;
WHEREAS, the Remaining Selling Shareholders referred to herein are the FOCI
shareholders who did not enter into the aforesaid SPA and who represent
approximately 2.845% of all FOCI shares;
WHEREAS, the Parties wish to execute this MOU for the purpose of the stock
purchase transaction for such 2.845% of total FOCI shares.
The Parties hereto hereby agree as follows:
1. Subject to paragraph 2 and paragraph 3 below, the terms and conditions
contained in the SPA, the Addendum to the SPA, the Addendum No. 2 to the
SPA the Escrow Agreement, Addendum to the Escrow Agreement, and Addendum
No. 2 to the Escrow Agreement will apply to the stock purchase transaction
with the Remaining Selling Shareholders.
2. No cash consideration will be provided to the Remaining Selling
Shareholders in exchange for the sale of their respective shares.
<PAGE> 2
3. In principle, the Closing of this stock purchase transaction will only be
executed if the shares of every and all the Remaining Selling Shareholders
are collected and sold to MRV.
4. This Memorandum is intended as an expression of the Parties' mutual
intentions with respect to the transaction contemplated herein and it does
not contain all matters upon which agreement must be reached in order for
such transaction to be consummated. However both parties agree to conclude
a definitive agreement based on this MOU in due course.
MRV COMMUNICATIONS, INC.
/s/ Edmund Glazer
--------------------------------
By: Edmund Glazer
Title: Vice president & Chief Financial Officer
REMAINING SELLING SHAREHOLDERS
/s/ Ronald Fu-Chang Wang
--------------------------------
Represented by: Ronald Fu-Chang Wang
/s/ Steve Song-Fure Lun
--------------------------------
Represented by: Steve Song-Fure Lin
