The complaint charges that MRV and certain of its officers and directorsviolated federal securities laws Sections 10(b) and 20(a) of the SecuritiesExchange Act of 1934 and Rule 10b-5, by issuing materially false andmisleading statements regarding the Company's employee stock option grantpractices and financial results. The complaint alleges that defendantscaused or allowed MRV to issue statements that failed to disclose ormisstated that: (i) MRV had problems with its internal controls thatprevented it from issuing accurate financial reports and projections; (ii)because of improperly recorded stock-based compensation expenses, theCompany's financial results violated Generally Accepted AccountingPrinciples; and (iii) the Company's public disclosures covering aseven-year period presented an inflated view of MRV's earnings and earningsper share, which would later have to be restated.

On June 5, 2008, MRV announced that it expects to restate its 2002 through2008 financial statements, and that its previously issued financialstatements, earnings press releases and similar communications should nolonger be relied upon. The restatement relates to the previouslyundisclosed stock-option back-dating problems and accounting issues andoccurred after the Company's earlier announced that a review of its optionsgranting practices found no evidence that grant dates were designed tooccur on dates with lower and more favorable exercise prices. MRV'smanagement has recently stated that it is likely that these previousconclusions were incorrect. On this news, MRV's stock price fellapproximately 24%.

Plaintiff seeks to recover damages on behalf of all those who purchased orotherwise acquired MRV's common stock during the Class Period, which isbetween March 31, 2003 and June 5, 2008. If you purchased or otherwiseacquired MRV's common stock during the Class Period, you may no later thanSeptember 8, 2008 request that the court appoint you as lead plaintiff inthe action.

A lead plaintiff is a representative party that acts on behalf of otherclass members in directing the litigation. In order to be appointed leadplaintiff, the Court must determine that the class member's claim istypical of the claims of other class members, and that the class memberwill adequately represent the class. Under certain circumstances, one ormore class members may together serve as "lead plaintiff." Your ability toshare in any recovery is not, however, affected by the decision whether ornot to serve as a lead plaintiff. You may retain Stull, Stull & Brody, orother counsel of your choice, to serve as your counsel in this action.Stull, Stull & Brody has litigated many class actions for violations ofsecurities laws in federal courts over the past 30 years and has obtainedcourt approval of substantial settlements on numerous occasions. Stull,Stull & Brody maintains offices in New York and Los Angeles.

If you wish to discuss this action or have any questions concerning thisnotice or your rights or interests with respect to these matters, pleasecontact Tzivia Brody, Esq. at Stull, Stull & Brody by e-mail atSSBNY@aol.com, by calling toll-free 1-800-337-4983, by fax to1-212-490-2022, or by writing to Stull, Stull & Brody, 6 East 45th Street,New York, NY 10017. You can also visit our website at www.ssbny.com.

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