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Consulting Services Agreement

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Date: 2/14/2007
Industry: Semiconductors     Sector: Technology

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                                                                    Exhibit 10.2

                              CONSULTING AGREEMENT

From the date hereof and for one year, unless terminated sooner pursuant to
subparagraph (i) (Consulting Period), I, Mohammad Ghorbanali, agree to render to
Optical Communication Products, Inc. (Company) such consulting services as the
Company may, from time to time, reasonably request. Such services shall include,
without limitation, assistance in connection with the transition of my former
duties and responsibilities to other individuals and providing guidance,
insight, and interpretation regarding the financial history of the Company.

                  (i) During the Consulting Period, I will be subject to all of
         the policies, procedures and codes of ethics of the Company that govern
         Company employee behavior. However, I shall not be entitled to any
         Company benefits including, but not limited to, vacation, sick leave,
         retirement plan participation, etc., except compensation and benefits
         provided under certain provisions in my Employment Agreement with the
         Company dated November 1, 1999.

                  (ii) During the Consulting Period, in light of my knowledge of
         the Company's confidential information and business plans and
         participation in developing the Company's business relationships and
         goodwill, I shall not, directly or indirectly, as an employee, officer,
         agent, consultant, director, owner, partner, joint venturer,
         shareholder, investor, or in any other capacity engage in, assist or
         advise, establish, or solicit or provide investment capital, labor, or
          services for, any activity or business that is competitive with the
         Company's actual or contemplated business.

                  (iii) The Company may terminate this consulting arrangement
         only for my substantial non-performance. I understand that if the
         Company terminates the consulting arrangement for non-performance it
         will only owe me for consulting services rendered prior to the date of

                  (iv) During the Consulting Period, I will be paid on or about
         the first business day of each month, in arrears, for actual consulting
         services provided.

                  (1)       I will be paid the consulting fee at the following

                            a.        $1,500 per day for each day that I actually
                                    provided consulting services in excess of 4

                           b.        $1,00

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