Employment Agreement - Avanex Corp. and William Lanfri


                               AVANEX CORPORATION

                              EMPLOYMENT AGREEMENT



     This Agreement is made by and between Avanex Corporation (the "Company"),
and William Lanfri (the "Executive").

     1.   Duties and Scope of Employment.

          (a) Position: Employment Commencement Date.  The Company shall employ
the Executive as the Acting Chief Executive Officer of the Company reporting to
the Company's Board of Directors (the "Board"), until such time as a permanent
Chief Executive Officer is hired by the Company. Thereafter, for the duration of
Executive's employment by the Company, Executive shall, at the discretion of the
permanent Chief Executive Officer, serve as an advisor to the permanent Chief
Executive Officer or the Board. Executive's employment with the Company pursuant
to this agreement shall commence on June 10, 1998 and continue, if not earlier
terminated by either party hereto, until December 18, 1998.

          (b) Obligations.  Executive shall devote at least the equivalent of
three full-time days per week, on average, of his business efforts and time to
the Company through the term of this Agreement. As the Acting Chief Executive
Officer, Executive will lead the executive team of the Company. Executive agrees
not to commit to activities outside of his employment with the Company that
would require more than half of his business efforts and time. Executive will
inform the Board of any new business activities or time commitments that he
makes subsequent to the commencement of his employment with the Company.

     Executive's performance objectives include the following:

     o    Delivery of the initial components business in Fiscal Year 1998,
          including contract completing, staffing and appropriate product
          shipments and related deliverables.

     o    Development of the marketing and technical framework and of the
          primary business and staffing plan for the sub-systems business,
          including setup of Dallas-area offices.

     o    Work on the cultural and organizational issues that are part of the
          strategy of bringing together the component and the systems teams,
          including creation of appropriate roles and job titles/structures.

     o    Help interview and sell potential permanent Chief Executive Officer
          candidates.

     2.   Employee Benefits.  During his employment hereunder, Executive shall
be eligible to participate in the employee benefit plans maintained by the
Company to the full extent provided for under those plans and except as
otherwise specifically provided for herein.

 

     3.   At-Will Employment. Executive and the Company understand and
acknowledge that Executive's employment with the Company constitutes "at-will"
employment. Executive and the Company acknowledge that this employment
relationship may be terminated at any time, with or without good cause or for
any or no cause, at the option either of the Company or Executive.

     4.   Stock Option. The Company will grant to Executive an option for
shares of Common Stock equal to 0.75 percent of the Company's outstanding
shares of Common Stock on an as-converted and fully diluted basis assuming
issuance of all shares of Preferred Stock pursuant to the Series A, Series B
and Series C Preferred Stock Purchase Agreement dated as of February 10, 1998
and at an exercise price of the then fair market value of the Common Stock, as
determined by the Board pursuant to a Stock Option Agreement in substantially
the form attached hereto as Exhibit A.

     5.   Expenses. The Company will pay or reimburse Executive for reasonable
travel, entertainment or other expenses incurred by Executive in the furtherance
of or in connection with the performance of Executive's duties hereunder in
accordance with the Company's established policies. To defer business expenses
incurred in connection with Executive's commute, the Company shall reimburse
Executive in an amount not to exceed $50,000.00 in accordance with a formula
discussed by the Board.

     6.   No Additional Compensation. Executive shall not be entitled to any
annual salary or compensation not otherwise described in this Agreement.
Executive understands and agrees that neither his job performance nor
promotions, commendations, bonuses or the like from the Company give rise to or
in any way serve as the basis for modification, amendment, or extension, by
implication or otherwise, of this Agreement.

     7.   Enforcement. In the event of any action to enforce the terms of this
Agreement, the prevailing party in such action shall be entitled to such
party's reasonable costs and expenses of enforcement including, without
limitation, reasonable attorneys' fees.

     8.   Assignment. This Agreement shall be binding upon and inure to the
benefit of (a) the heirs, executors and legal representatives of Executive upon
Executive's death and (b) any successor of the Company. Any such successor of
the Company shall be deemed substituted for the Company under the terms of this
Agreement for all purposes. As used herein, "successor" shall include any
person, firm, corporation or other business entity which at any time, whether
by purchase, merger or otherwise, directly or indirectly acquires all or
substantially all of the assets or business of the Company. None of the rights
of Executive to receive any form of compensation payable pursuant to this
Agreement shall be assignable or transferable except through a testamentary
disposition or by the laws of descent and distribution upon the death of
Executive following termination without cause. Any attempted assignment,
transfer, conveyance or other disposition (other than as aforesaid) of any
interest in the rights of Executive to receive any form of compensation
hereunder shall be null and void.


                                      -2-

     9.   Notices. All notices, requests, demands and other communications
called for hereunder shall be in writing and shall be deemed given if delivered
personally or three (3) days after being mailed by registered or certified
mail, return receipt requested, prepaid and addressed to the parties or their
successors in interest at the following addresses, or at such other addresses
as the parties may designate by written notice in the manner aforesaid:

     If to the Company:    Avanex Corporation
                           42501 Albrae Avenue
                           Fremont, CA 94538

     If to Executive:      William Lanfri
                           at the last residential address known by the Company.

     10.  Severability. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision.

     11.  Proprietary Information Agreement. Executive will execute the
Company's Employment, Confidential Information, Invention Assignment and
Arbitration Agreement (the "Proprietary Information Agreement") in the form
attached hereto as Exhibit B.

     12.  Entire Agreement. This Agreement, the Company's 1998 Stock Plan, the
Stock Option Agreement, and the Proprietary Information Agreement represent the
entire agreement and understanding between the Company and Executive concerning
Executive's employment relationship with the Company, supersedes and replaces
any and all prior agreements and understandings concerning Executive's
employment relationship with the Company.

     13.  No Oral Modification, Cancellation or Discharge. This Agreement may
only be amended, canceled or discharged in writing signed by Executive and the
Company.

     14.  Governing Law. This Agreement shall be governed by the laws of the
State of California.

     15.  Effective Date. This Agreement is effective immediately after it has
been signed.

     16.  Acknowledgment. Executive acknowledges that he has had the
opportunity to discuss this matter with and obtain advice from his private
attorney, has had sufficient time to, and has carefully read and fully
understands all the provisions of this Agreement, and is knowingly and
voluntarily entering into this Agreement.


                                      -3-

     IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
respective dates set forth below.

AVANEX CORPORATION                      WILLIAM LANFRI

By:  /s/ SIMON X. CAO                   /s/ WILLIAM LANFRI
     ------------------------------     --------------------------------
               Signature                          Signature

Title: President
      -----------------------------

Date: July 17, 1998                    Date: July 15, 1998
     ------------------------------          ---------------------------



                                      -4-




 TYPE:  EX-10.23
 SEQUENCE:  28
 DESCRIPTION:  EMPLOYMENT LETTER - PETER MAGUIRE



                                                                   EXHIBIT 10.23

[AVANEX CORPORATION LETTERHEAD]

Peter R. Maguire
2913 Shadywood Lane
Plano, TX 75023


June 18, 1999

                                  OFFER LETTER

Dear Mr. Maguire,

     I am pleased to offer you a position with Avanex Corporation (the
"Company") as a Vice President of Worldwide Sales commencing on June 28, 1999.
This position will be based in Richardson, Texas. You will receive an annual
salary of $165,000, which will be paid bi-weekly in accordance with the
Company's normal payroll procedures. You will also receive a sign on bonus of
$100,000. If you leave the Company voluntarily or the company terminates your
employment for cause, you will pay off the balance of the sign on bonus, which
is reduced by $8,333.33 per full month of your employment with the Company. You
will also receive a sales commission, under a separate commission agreement,
equal to 0.5% of sales amount made by June 30, 2000. The commission will be
paid upon the collection of the sales and in quarterly basis. The commission
agreement will be reviewed and renegotiated annually.

     As a Company employee, you are also eligible to receive certain employee
benefits including Medical, Dental, and Vision insurance at no cost. Dependent
coverage for these benefits is available at a minimal rate immediately.

     You will begin accruing time off / vacation at a rate of 1.25 day for each
full month of employment up to 15 days a year. You are also entitled to have 8
national holidays plus 2 floating holidays with pay.

     We will recommend to the Board of Directors of the Company that, at the
next Board meeting, you be granted an [incentive] stock option entitling you to
purchase up to 550,000 shares of Common Stock of the Company at the then
current fair market value as determined by the Board at that meeting. Such
options shall be subject to the terms and conditions of the Company's Stock
Option Plan and Stock Option Agreement.

     You should be aware that your employment with the Company is for no
specified period and constitutes at will employment. As a result, you are free
to resign at any time, for any reason or for no reason. Similarly, the Company
is free to conclude its employment relationship with you at any time, with or
without cause.

     For purposes of federal immigration law, you will be required to provide
to the Company documentary evidence of your identity and eligibility for
employment in the United States. Such documentation must be provided to us
within three (3) business days of your date of hire, or our employment
relationship with you may be terminated.


[AVANEX CORPORATION LETTERHEAD]


     I have enclosed our standard Proprietary Information Agreement as a
condition of your employment. If you accept this offer, please return to me a
signed copy of that agreement.

     In the event of any dispute or claim relating to or arising out of our
employment relationship, you and the Company agree that all such disputes shall
be fully and finally resolved by binding arbitration conducted by the American
Arbitration Association in Alameda County, California. HOWEVER, we agree that
this arbitration provision shall not apply to any disputes or claims relating
to or arising out of the misuse or misappropriation of the Company's trade
secrets or proprietary information.

     To indicate your acceptance of the Company's offer, please sign and date
this letter in the space provided below and return it to me. A duplicate
original is enclosed for your records. This letter, along with the agreement
relating to proprietary rights between you and the Company, set forth the terms
of your employment with the Company and supersede any prior representations or
agreements, whether written or oral. This letter may not be modified or amended
except by a written agreement, signed by an officer of the Company and by you.

     We look forward to working with you at Avanex Corporation.

                                        Sincerely,

                                        AVANEX CORPORATION


                                        /s/ WALTER ALLESSANDRINI
                                        ------------------------------
                                        Walter Allessandrini
                                        President and CEO

ACCEPTED AND AGREED TO this
19th day of June, 1999.


/s/ PETER R. MAGUIRE
------------------------------
Peter R. Maguire


Enclosures:  Duplicate Original Letter
             Proprietary Information Agreement