Addendum To Escrow And Stock Pledge Agreement

EXHIBIT 10.24
Execution Copy


ADDENDUM TO ESCROW AND STOCK PLEDGE AGREEMENT
(QOI)


This ADDENDUM is entered into on this 16th day of June, 2000 by and among MRV Communications, Inc., a corporation organized and existing under the laws of Delaware, U.S.A. ("MRV"), each person listed in the schedule attached hereto as Schedule 1 (individually, a "Selling Shareholder" and collectively "Selling Shareholders") of Quantum Optech Inc., a corporation organized and existing under the laws of the Republic of China ("QOI"), represented by their attorney-in-fact, Clement Keh-shium Liu ("Attorney-in-Fact"), and the law firm of Baker & McKenzie, Taipei Office having David T. Liou as its representative ("B&M"). MRV, Selling Shareholders and B&M are referred to herein individually as the "Party" and collectively as the "Parties".


WITNESSETH


WHEREAS, QOI, MRV and certain Selling Shareholders, represented by Attorney-in-Fact, have entered into a Stock Purchase Agreement ("SPA") on the 26th day of April, 2000;


WHEREAS, MRV, certain Selling Shareho ...