FULL RECOURSE PROMISSORY NOTE
$1,000,000.00 Saratoga, California May 1, 2002
FOR VALUE RECEIVED, the undersigned, Wei-Shin Tsay, promises to pay to the order of Alliance Fiber
Optic Products, Inc., a Delaware Corporation (the "Company"), the principal sum of one million dollars
($1,000,000.00) with interest from the date hereof at a rate of zero percent (0.0%) per annum, payable on
August 25, 2004.
This Note is secured by a pledge of shares of Common Stock of the Company, and is subject to all of the terms
and provisions of a Restricted Stock Purchase Agreement between the undersigned and the Company (the
"Agreement"). Notwithstanding such pledge, the undersigned understands that this is a full recourse promissory
The undersigned further agrees that, in the event that his employment by or association with the Company is
terminated for any reason prior to payment in full of this Note, this Note shall be accelerated and all remaining
unpaid principal shall become due and payable within 30 days after such termination.
If an action is instituted for collection of this Note, the undersigned agrees to pay court costs and reasonable
attorneys' fees incurred by the holder hereof.
This Note may be prepaid at any time without penalty.
This Note and the obligations hereunder shall be governed by and construed and enforced in accordance with the
laws of the State of California.
This Note, effective May 1, 2002, replaces the note between the Company and Wei-Shin Tsay signed August
25, 2000. In conjunction with the execution of this Note, Wei-Shin Tsay agrees to pay the Company one
hundred twelve thousand and thirty five dollars and seven cents ($112,035.07) by July 31, 2002, satisfying the
accrued interest due through April 30, 2002 on the original note dated August 25, 2000.
/s/ Wei-Shin Tsay