SC 13D/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-

-2(a) (Amendment No. 2*) ¹

CORVIS CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title Class of Securities)

221009 10 3

                                (CUSIP Number)                                

David R. Huber

HRLD Limited Partnership

9212 Berger Road

Columbia, Maryland 21046-9400

(443) 259-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 18, 2003

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 221009 10 3 13D Page 2 of 7

1.	Name of Reporting Person, S.S. or I.R.S. Identification of above person             David R. Huber
2.	Check the Appropriate Box if a Member of a Group* (a)  ¨ (b)  x
3.	SEC Use Only
4.	Source of Funds*             PF
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             U.S.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power                 62,876,631   8.    Shared Voting Power                 31,118,942   9.    Sole Dispositive Power                 62,876,631 10.    Shared Dispositive Power                 31,118,942

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             93,995,573
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨
13.	Percent of Class Represented by Amount in Row (11)             22.7 %
14.	Type of Reporting Person             IN

*SEE INSTRUCTION BEFORE FILLING OUT

CUSIP No. 221009 10 3 13D Page 3 of 7

1.	Name of Reporting Person, S.S. or I.R.S. Identification of above person             HRLD Limited Partnership
2.	Check the Appropriate Box if a Member of a Group* (a)  ¨ (b)  x
3.	SEC Use Only
4.	Source of Funds*             OO
5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             U.S.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.    Sole Voting Power                 0   8.    Shared Voting Power                 24,649,849   9.    Sole Dispositive Power                 0 10.    Shared Dispositive Power                 24,649,849

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             24,649,849
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨
13.	Percent of Class Represented by Amount in Row (11)             6.0 %
14.	Type of Reporting Person             PN

*SEE INSTRUCTION BEFORE FILLING OUT

CUSIP No. 221009 10 3 13D Page 4 of 7

This statement amends a Schedule 13D filed by Dr. Huber with the Securities and Exchange Commission on June 21, 2002, as amended on April 7, 2003. Capitalized terms have the same meaning as in the initial Schedule 13D.

Item 5. Interest in Securities of the Issuer

David R. Huber:

(a) Aggregate number of shares and percentage of the class beneficially owned:

93,995,573 shares, or 22.7 % of the outstanding Common Stock.

(b) Sole power to vote: 62,876,631

Shared power to vote: 31,118,942

Sole power to direct the disposition: 62,876,631

Shared power to direct the disposition: 31,118,942

Dr. Huber shares voting and dispositive control through his controlling interest in a number of charitable trusts and other entities, as detailed in Item 3.

(c) Transactions in securities in the past 60 days: On June 18, 2003, pursuant to the terms of a warrant issued on May 15, 2002 in connection with the Merger, Optical Capital Group, LLC acquired the right to purchase 45,645 shares of Common Stock at an exercise price of $0.2889 per share, the right to purchase 67,603 shares of Common Stock at an exercise price of $0.8185 per share and the right to purchase 43,320 shares of Common Stock at an exercise price of $0.01 per share. The rights to purchase shares of Common Stock under such warrant are immediately exercisable and remain exercisable through May 16, 2005. On June 18, 2003, Optical Capital Group, LLC received 1,514,642 shares of Common Stock in connection with the release of shares held in escrow following the Merger involving the Company and Dorsal.

On June 18, 2003, pursuant to the terms of a warrant issued on May 15, 2002 in connection with the Merger, HRLD Limited Partnership acquired the right to purchase 41,057 shares of Common Stock at an exercise price of $0.2889 per share, the right to purchase 60,809 shares of Common Stock at an exercise price of $0.8185 per share, and the right to purchase 38,966 shares of Common Stock at an exercise price of $0.01 per share. The rights to purchase shares of Common Stock under such warrant are immediately exercisable and remain exercisable through May 16, 2005. On June 18, 2003, HRLD Limited Partnership received 1,362,653 shares of Common Stock in connection with the release of shares held in escrow following the Merger.

Dr. Huber had previously reported beneficial ownership of the foregoing escrowed shares in his prior Schedule 13D.

On June 18, 2003, pursuant to the terms of a warrant issued on May 15, 2002 in connection with the Merger, OCG Equity Partners, LLC acquired the right to purchase 269 shares of Common Stock at an exercise price of $0.2889 per share, the right to purchase 398 shares of Common Stock at an exercise price of $0.8185 per share and the right to purchase 255 shares of Common Stock at an exercise price of $0.01 per share. The rights to purchase shares of Common Stock under such warrant are immediately

CUSIP No. 221009 10 3 13D Page 5 of 7

exercisable and remain exercisable through May 16, 2005. On June 18, 2003, OCG Equity Partners, LLC received 9,105 shares of Common Stock in connection with the release of shares held in escrow following the Merger. Dr. Huber disclaims beneficial ownership of the Common Stock held by OCG Equity Partners, LLC.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Common Stock disclosed herein.

(e) Not applicable.

HRLD Limited Partnership:

(a) Aggregate number of shares and percentage of the class beneficially owned:

24,649,849 shares, or 6.0 % of the outstanding Common Stock.

(b) Sole power to vote: 0

Shared power to vote: 24,649,849

Sole power to direct the disposition: 0

Shared power to direct the disposition: 24,649,849

(c) Transactions in securities in the past 60 days: On June 18, 2003, pursuant to the terms of a warrant issued on May 15, 2002 in connection with the Merger, HRLD Limited Partnership acquired the right to purchase 41,057 shares of Common Stock at an exercise price of $0.2889 per share, the right to purchase 60,809 shares of Common Stock at an exercise price of $0.8185 per share, and the right to purchase 38,966 shares of Common Stock at an exercise price of $0.01 per share. The rights to purchase shares of Common Stock under such warrant are immediately exercisable and remain exercisable through May 16, 2005. On June 18, 2003, HRLD Limited Partnership received 1,362,653 shares of Common Stock in connection with the release of shares held in escrow following the Merger.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Common Stock disclosed herein.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

In connection with the Merger, each of Optical Capital Group, LLC, HRLD Limited Partnership and OCG Equity Partners, LLC received a warrant to purchase shares of Common Stock as detailed in Item 5. The number of shares of Common Stock underlying each warrant were determined by calculating the number of options and restricted shares forfeited by Dorsal employees who departed from Corvis within one year of the effective date of the Merger. Each warrant is exercisable through May 16, 2005.

Item 7. Material to Be Filed as Exhibits

Exhibit 1. Warrant Dated May 15, 2002, issued by Corvis Corporation to Optical Capital Group, LLC.

CUSIP No. 221009 10 3 13D Page 6 of 7

Exhibit 2. Warrant Dated May 15, 2002, issued by Corvis Corporation to HRLD Limited Partnership.

Exhibit 3. Warrant Dated May 15, 2002, issued by Corvis Corporation to OCG Equity Partners, LLC.

CUSIP No. 221009 10 3 13D Page 7 of 7

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:	June 27, 2003	By:	/s/    DAVID R. HUBER
		Name:	David R. Huber
		HRLD LIMITED PARTNERSHIP
Date:	June 27, 2003	By:	/s/    DAVID R. HUBER
			David R. Huber, President HRLD Corporation
		General Partner of HRLD Limited Partnership

EX-99.1

                                                                       EXHIBIT 1

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, ASSIGNED OR
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES
UNDER THE ACT, UNLESS CORVIS CORPORATION HAS RECEIVED THE WRITTEN OPINION OF
COUNSEL SATISFACTORY TO CORVIS CORPORATION TO THE EFFECT THAT SUCH SALE,
ASSIGNMENT OR TRANSFER DOES NOT INVOLVE A TRANSACTION REQUIRING REGISTRATION OF
SUCH SECURITIES UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

Warrant No.  DNI-1
Issue Date:  May 15, 2002

                                     WARRANT

     THIS CERTIFIES that, for value received Optical Capital Group, LLC or
registered assigns (the "Holder") is entitled, upon the terms and subject to the
conditions hereinafter set forth, to subscribe for and purchase from CORVIS
CORPORATION, a Delaware corporation ("Corvis"), that number of fully paid and
nonassessable shares of Common Stock, $.01 par value per share, calculated in
accordance with the terms of Section 2 below at the exercise price (as the same
may be adjusted from time to time as set forth herein, the "Exercise Price")
calculated in accordance with the terms of Section 3 below.

     This Warrant is one of a series of Warrants that has been issued in
accordance with that certain Agreement and Plan of Merger, dated as of January
29, 2002 (the "Merger Agreement"), by and between Corvis, Corvis' wholly owned
subsidiary, Corvis Acquisition Company, Inc., a Delaware corporation ("Corvis
Sub"), and Dorsal Networks, Inc., a Delaware corporation (the "Company").
Capitalized terms used in this Warrant and not defined herein shall have the
meanings ascribed to such terms in the Merger Agreement. Pursuant to the Merger
Agreement, Corvis Sub will merge with and into the Company, with the Company
surviving the Merger as a wholly owned subsidiary of Corvis. Pursuant to the
Merger, the Holder will receive shares of Corvis Common Stock in exchange for
its shares of the Company's Capital Stock in the manner provided in the Merger
Agreement. The purpose of this Warrant is to grant to the Holder the right to
acquire additional shares of Corvis Common Stock in the event that any of the
Corvis Options and Corvis Restricted Stock identified in Schedule II of the
Merger Agreement are forfeited or terminated by the holders thereof following
the Merger on the specific terms and conditions set forth herein.

     1. Exercise Period. Except as otherwise provided herein, the purchase
rights represented by this Warrant are exercisable by the Holder, on two
occasions, in whole or in part, at any time during the period commencing at
12:00 noon Eastern time on the first anniversary of the Closing Date (the
"Exercise Commencement Date") and ending at 5:00 p.m. Eastern time on the second
anniversary of the Exercise Commencement Date. (The foregoing period is herein
referred to as the "Exercise Period").



     2.   Warrant Share Number.

          (a) Calculation of Warrant Share Number. This Warrant may be exercised
for a number of fully paid and nonassessable shares of Corvis Common Stock
determined as follows. If, at any time during the period commencing on the
Closing Date through the first anniversary of the Closing Date, any of the
Corvis Options or Restricted Stock identified on Schedule II of the Merger
Agreement are forfeited or terminated and are therefore no longer exercisable or
owned by the holder(s) thereof (the "Terminated Options or Restricted Stock"),
this Warrant shall become exercisable during the Exercise Period for a number of
shares of Corvis Common Stock equal to the Holder's "Applicable Percentage" (as
defined below) of the aggregate number of the Post-Merger Forfeited Shares (as
defined below). Notwithstanding the foregoing, for purposes of calculating the
number of Warrant Shares (as defined below) issuable hereunder, the number of
Post-Merger Forfeited Shares shall not exceed a number equal to (i) One Million
Five Hundred Thousand (1,500,000) (ii) less the number of additional shares of
Corvis Common Stock issued under Section 1.13(a) of the Merger Agreement.

          (b) As used herein, the following terms have the meanings described
below:

     "Applicable Percentage" shall mean the percentage set forth opposite the
Holder's name on Schedule I attached hereto.

     "Post-Merger Forfeited Shares" shall mean the maximum number of shares of
Corvis Common Stock for which the Terminated Options would have been exercisable
immediately prior to their termination or forfeiture, assuming the Terminated
Options were fully vested, and the number of shares of Restricted Stock actually
terminated or forfeited.

     "Warrant Shares" shall mean the shares of Corvis Common Stock issuable upon
exercise of the Warrant, as determined pursuant to Section 2 hereof.

     3.   Exercise Price. The Exercise Price for the purchase of the Warrant
Shares shall be the strike price per share as set forth in the Corvis Options
which evidence the Terminated Options, as adjusted pursuant to Section 11 below.
In the event that the Terminated Options have more than one strike price, the
Warrant Shares issuable with respect to such Terminated Options shall have an
Exercise Price identical to the strike price of the related Terminated Option.
To the extent that the Warrant relates to forfeited or terminated Restricted
Stock, the exercise price of the Warrant with respect thereto shall be the par
value of the Restricted Stock.

     4.   Certificate as to Warrant Share Number, Exercise Price. Within twenty
(20) days after the Exercise Commencement Date, Corvis at its expense shall
promptly compute the number of Warrant Shares exercisable under this Warrant and
Corvis shall promptly furnish to the Holder a certificate setting forth such
computation.

     5.   Exercise of Warrant.

          (a) During the Exercise Period and provided this Warrant has not been
terminated, this Warrant may be exercised, in whole or in part, on two occasions
only, by the

                                       2



surrender of this Warrant and the Notice of Exercise annexed hereto duly
executed at the principal office of Corvis (or such other office or agency of
Corvis as it may designate) and upon payment of the Exercise Price for the
Warrant Shares thereby purchased or by net issuance as provided below.

               (i)  Exercise by Payment of Exercise Price. Payment of the
Exercise Price may be made by check or bank draft payable to the order of
Corvis. If the amount of the payment received by Corvis is less than the
Exercise Price, the Holder will be notified of the deficiency and shall make
payment in that amount within three (3) business days. In the event the payment
exceeds the Exercise Price, Corvis will refund the excess to the Holder within
three (3) days of receipt.

               (ii) Exercise by Net Issuance. In lieu of payment of additional
consideration, the Holder may receive Warrant Shares pursuant to Section 2 above
equal to the value of this Warrant or any portion hereof by surrender of this
Warrant or such portion to Corvis, and by indicating "net issue election" on the
Notice of Exercise of Warrant form attached hereto, at the office of Corvis.
Thereupon, Corvis shall issue to the Holder such number of Warrant Shares, as
applicable (the "Net Issue Shares") computed using the following formula:

                                                 
     Net Issue Shares = Number of Exercise Shares x (Fair Market Value - Exercise Price)
                        ---------------------------------------------------------------
                                                  Fair Market Value



     As used herein:

     "Number of Exercise Shares" means the number of shares of Warrant Shares
covered by this Warrant in respect of which the net issue election is made
pursuant to this subsection (ii).

     "Fair Market Value" means the average of the closing sales prices of the
Corvis Common Stock (rounded to the nearest cent) as reported by The Wall Street
Journal (or if not reported therein, any other authoritative source selected by
Corvis), for the twenty (20) consecutive trading days immediately prior to the
date the net issue election is made pursuant to this subsection (ii).

          (b) As a condition to the exercise of this Warrant, the Holder agrees
to furnish or cause to be furnished to Corvis such documents and opinions of
counsel as may reasonably be required to satisfy Corvis that the Warrant Shares
may be issued to the Holder pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, applicable federal and state
securities laws.

          (c) Upon exercise, the Holder shall be entitled to receive, promptly
after payment in full or by net exercise, one or more certificates, issued in
the Holder's name or in such name or names as the Holder may direct, subject to
the limitations on transfer contained herein and in the Act, for the number
Warrant Shares so purchased. The Warrant Shares so purchased or received shall
be deemed to be issued as of the close of business on the date on which this
Warrant shall have been exercised. Corvis may postpone for a period not to
exceed thirty (30) days the time of delivery of certificates for the shares
issuable upon the exercise of

                                       3



this Warrant to enable it to comply with the listing or quotation requirements
of (i) any securities exchange upon which such shares may or are then
contemplated to be listed, (ii) the National Association of Securities Dealers,
Inc., (iii) the Act, (iv) the Securities Exchange Act of 1934, (v) any
applicable rules or regulations of the Securities and Exchange Commission, or
(vi) the requirements of applicable state securities laws. Subject to Section
10, any Warrant Shares issued upon the exercise of this Warrant shall bear the
restrictive legend set forth on the face of this Warrant.

          (d) Corvis covenants that all Warrant Shares will be fully paid,
nonassessable, and free from all taxes, liens and charges in respect of the
issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).

          (e) This Warrant, or any unexercised portion thereof, shall terminate
automatically upon the end of the Exercise Period.

     6.   No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu thereof, a cash payment shall be made equal to such fraction
multiplied by the Exercise Price per Warrant Share as then in effect.

     7.   Charges, Taxes and Expenses. Issuance of certificates for Warrant
Shares shall be made without charge to the Holder for any issue or transfer tax
(or other incidental expense) in respect of the issuance of such certificate,
all of which taxes and expenses shall be paid by Corvis.

     8.   No Rights as Stockholder. This Warrant does not entitle the Holder to
any voting rights, dividend rights or other rights as a stockholder of Corvis
with respect to this Warrant or the Warrant Shares that may be exercisable
hereunder prior to exercise and payment in full of the Exercise Price for the
Warrant Shares in accordance with Section 5 hereof.

     9.   Investment Representation. The Holder, by acceptance of this Warrant,
represents and warrants to Corvis that this Warrant and all securities acquired
upon its exercise of this Warrant are purchased for the Holder's own account for
investment, and not with view to resale or distribution of either this Warrant
or any securities purchasable upon exercise hereof.

     10.  Sale or Transfer of the Warrant; Legend. Neither this Warrant nor the
Warrant Shares may be sold or transferred unless either (a) they first shall
been have registered under the Securities Act and all applicable state
securities laws and such sale is made in accordance with, and pursuant to, such
registration statement, or (b) Corvis first shall have been furnished with an
opinion of legal counsel reasonably satisfactory to Corvis to the effect that
such sale or transfer is exempt from the registration requirements of the
Securities Act and such state securities laws. Each certificate representing any
Warrant or any Warrant Shares that has not been registered and that has not been
sold pursuant to an exemption that permits removal of the legend shall bear a
legend referring to such restrictions on transfer, substantially in the form of
the legend affixed to this Warrant. Upon the request of a Holder of a
certificate representing any Warrant Shares, Corvis shall remove the foregoing
legend from the certificate or issue to such Holder a new

                                       4



certificate in exchange therefor free of any transfer legend, if, with such
request, Corvis shall have received either (y) an opinion of counsel reasonably
satisfactory to Corvis to the effect that such legend may be removed from such
certificate in full compliance with the Act and all applicable state securities
laws, or (z) if Paragraph (k) of Rule 144 or a substantially similar successor
rule remains in force and effect, representations from the Holder that such
Holder is not then, and has not been during the preceding three (3) months, an
affiliate of Corvis and that such Holder has beneficially owned the security
(within the meaning of Rule 144) for two (2) years or more (or such shorter
period as may then be specified in Rule 144 or such successor rule).

     11.  Adjustments.

          (a) Adjustments for Splits, Reverse Splits or Dividends. If, after the
Issue Date, the outstanding capital stock of Corvis shall be subdivided,
combined, by reclassification or otherwise, or in the event of any stock
dividend or other distribution of stock payable with respect to the capital
stock of Corvis, the Exercise Price per share and the number of Warrant Shares
that thereafter becomes issuable hereunder shall be proportionately adjusted.
Notwithstanding the foregoing, if a substantially equivalent adjustment was
already made with respect to the number of Post-Merger Forfeited Shares and the
exercise price thereof, no additional adjustment under this Section 11(a) shall
be made.

          (b) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment pursuant to this Section 11, Corvis at its expense
shall promptly compute such adjustment or readjustment in accordance with the
terms hereof and furnish to each Holder a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. Corvis shall, upon the written request, at
any time, of any Holder, furnish or cause to be furnished to such Holder, a like
certificate setting forth: (i) such adjustments and readjustments; (ii) the
Exercise Price at the time in effect; and (iii) the number of Warrant Shares.

     12.  Reservation of Shares Issuable on Exercise of Warrant. Corvis will at
all times reserve and keep available, solely for issuance and delivery upon the
exercise of this Warrant, an adequate number of shares of Common Stock (or other
securities, if applicable) from time to time issuable upon the exercise of this
Warrant.

     13.  Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by
Corvis of evidence reasonably satisfactory to it of the loss, theft,
destruction, or mutilation of this Warrant, and in case of loss, theft, or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to Corvis of all reasonable expenses incidental thereto, and upon
surrender and cancellation of this Warrant, if mutilated, Corvis will make and
deliver a new warrant of like tenor and dated as of such cancellation in lieu of
this Warrant.

     14.  Notices, etc. All notices and other communications from Corvis to the
Holder of this Warrant shall be sent by overnight courier, facsimile or first
class mail, to such address as may have been furnished to Corvis in writing by
such Holder, or, until an address is so furnished, to and at the address of the
last Holder of this Warrant who has so furnished an address to Corvis

                                       5



(and shall be deemed effective when received by the addressee). All
communications from the Holder of this Warrant to Corvis shall be similarly
transmitted to Corvis at it principal business address, or such other address as
may have been furnished to the Holder in writing by Corvis.

     15. Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by Corvis and
the Holder. This Warrant shall be construed and enforced in accordance with and
governed by the laws of the State of Delaware applicable to contracts made and
wholly performed in the State of Delaware. The headings in this Warrant are for
purposes of reference only, and shall not limit or otherwise affect any of the
terms hereof. The invalidity or unenforceability of any provision hereof shall
in no way affect the validity or enforceability of any other provision.

                        [Warrant Signature Page Follows]

                                       6



     IN WITNESS WHEREOF, Corvis has caused this Warrant to be executed in its
corporate name by its duly authorized officer and to be dated as of the Issue
Date set forth on the first page of this Warrant.


                                         CORVIS CORPORATION

                                         By:_____________________________
                                         Name:
                                         Title:

                                       7



                          NOTICE OF EXERCISE OF WARRANT

TO:  CORVIS CORPORATION

     (1) Pursuant to the terms of the attached Warrant, the undersigned hereby
elects:

     ______    to purchase ______ shares of Common Stock of CORVIS CORPORATION
               (the "Company"), by the tender herewith of payment of the
               Exercise Price of such shares in full.

     ______    to purchase by "net issue exercise" as described in Section
               5(a)(ii) of the Warrant, the number of Net Issue Shares awarded
               upon the undersigned's net issue election and directs that
               payment of the Exercise Price be made by cancellation as of the
               date of exercise of a portion of this Warrant having a Fair
               Market Value equal to the Exercise Price.

     (2) Please issue a certificate or certificates representing said shares in
the name of the undersigned or in such other name(s) as is/are specified
immediately below or, if necessary, on an attachment hereto:

         Name                                       Address

(3) In the event of partial exercise, please reissue an appropriate Warrant
exercisable into the remaining Warrant Shares.

DATE:_____________________

HOLDER:________________________________________

                                       8



                               FORM OF ASSIGNMENT
                   (To be signed only on transfer of Warrant)

TO:  CORVIS CORPORATION

     For value received, the undersigned hereby sells, assigns, and transfers
unto ___________________________ the right represented by the within Warrant to
purchase shares of the Common Stock of Corvis Corporation, as described in the
Warrant, and appoints ___________________________ attorney to transfer such
right on the books of Corvis Corporation with full power of substitution in the
premises.

Dated:  ___________________

Printed Name: ________________________

Signature:____________________________
(Signature must conform to name of Holder as
specified on the face of the Warrant)

Address: _____________________________

______________________________________


Signed in the presence of:

______________________________________

                                       9



                                   SCHEDULE I

Holder: Optical Capital Group, LLC

Applicable Percentage = 32.24%

                                       10

EX-99.2

                                                                       EXHIBIT 2

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, ASSIGNED OR
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES
UNDER THE ACT, UNLESS CORVIS CORPORATION HAS RECEIVED THE WRITTEN OPINION OF
COUNSEL SATISFACTORY TO CORVIS CORPORATION TO THE EFFECT THAT SUCH SALE,
ASSIGNMENT OR TRANSFER DOES NOT INVOLVE A TRANSACTION REQUIRING REGISTRATION OF
SUCH SECURITIES UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

Warrant No.   DNI-2
Issue Date:   May 15, 2002

                                     WARRANT

       THIS CERTIFIES that, for value received HRLD Limited Partnership or
registered assigns (the "Holder") is entitled, upon the terms and subject to the
conditions hereinafter set forth, to subscribe for and purchase from CORVIS
CORPORATION, a Delaware corporation ("Corvis"), that number of fully paid and
nonassessable shares of Common Stock, $.01 par value per share, calculated in
accordance with the terms of Section 2 below at the exercise price (as the same
may be adjusted from time to time as set forth herein, the "Exercise Price")
calculated in accordance with the terms of Section 3 below.

       This Warrant is one of a series of Warrants that has been issued in
accordance with that certain Agreement and Plan of Merger, dated as of January
29, 2002 (the "Merger Agreement"), by and between Corvis, Corvis' wholly owned
subsidiary, Corvis Acquisition Company, Inc., a Delaware corporation ("Corvis
Sub"), and Dorsal Networks, Inc., a Delaware corporation (the "Company").
Capitalized terms used in this Warrant and not defined herein shall have the
meanings ascribed to such terms in the Merger Agreement. Pursuant to the Merger
Agreement, Corvis Sub will merge with and into the Company, with the Company
surviving the Merger as a wholly owned subsidiary of Corvis. Pursuant to the
Merger, the Holder will receive shares of Corvis Common Stock in exchange for
its shares of the Company's Capital Stock in the manner provided in the Merger
Agreement. The purpose of this Warrant is to grant to the Holder the right to
acquire additional shares of Corvis Common Stock in the event that any of the
Corvis Options and Corvis Restricted Stock identified in Schedule II of the
Merger Agreement are forfeited or terminated by the holders thereof following
the Merger on the specific terms and conditions set forth herein.

       1.     Exercise Period. Except as otherwise provided herein, the purchase
rights represented by this Warrant are exercisable by the Holder, on two
occasions, in whole or in part, at any time during the period commencing at
12:00 noon Eastern time on the first anniversary of the Closing Date (the
"Exercise Commencement Date") and ending at 5:00 p.m. Eastern time on the second
anniversary of the Exercise Commencement Date. (The foregoing period is herein
referred to as the "Exercise Period").



       2.     Warrant Share Number.

              (a)    Calculation of Warrant Share Number. This Warrant may be
exercised for a number of fully paid and nonassessable shares of Corvis Common
Stock determined as follows. If, at any time during the period commencing on the
Closing Date through the first anniversary of the Closing Date, any of the
Corvis Options or Restricted Stock identified on Schedule II of the Merger
Agreement are forfeited or terminated and are therefore no longer exercisable or
owned by the holder(s) thereof (the "Terminated Options or Restricted Stock"),
this Warrant shall become exercisable during the Exercise Period for a number of
shares of Corvis Common Stock equal to the Holder's "Applicable Percentage" (as
defined below) of the aggregate number of the Post-Merger Forfeited Shares (as
defined below). Notwithstanding the foregoing, for purposes of calculating the
number of Warrant Shares (as defined below) issuable hereunder, the number of
Post-Merger Forfeited Shares shall not exceed a number equal to (i) One Million
Five Hundred Thousand (1,500,000) (ii) less the number of additional shares of
Corvis Common Stock issued under Section 1.13(a) of the Merger Agreement.

              (b)    As used herein, the following terms have the meanings
described below:

       "Applicable Percentage" shall mean the percentage set forth opposite the
Holder's name on Schedule I attached hereto.

       "Post-Merger Forfeited Shares" shall mean the maximum number of shares of
Corvis Common Stock for which the Terminated Options would have been exercisable
immediately prior to their termination or forfeiture, assuming the Terminated
Options were fully vested, and the number of shares of Restricted Stock actually
terminated or forfeited.

       "Warrant Shares" shall mean the shares of Corvis Common Stock issuable
upon exercise of the Warrant, as determined pursuant to Section 2 hereof.

       3.     Exercise Price. The Exercise Price for the purchase of the Warrant
Shares shall be the strike price per share as set forth in the Corvis Options
which evidence the Terminated Options, as adjusted pursuant to Section 11 below.
In the event that the Terminated Options have more than one strike price, the
Warrant Shares issuable with respect to such Terminated Options shall have an
Exercise Price identical to the strike price of the related Terminated Option.
To the extent that the Warrant relates to forfeited or terminated Restricted
Stock, the exercise price of the Warrant with respect thereto shall be the par
value of the Restricted Stock.

       4.     Certificate as to Warrant Share Number, Exercise Price. Within
twenty (20) days after the Exercise Commencement Date, Corvis at its expense
shall promptly compute the number of Warrant Shares exercisable under this
Warrant and Corvis shall promptly furnish to the Holder a certificate setting
forth such computation.

       5.     Exercise of Warrant.

              (a)    During the Exercise Period and provided this Warrant has
not been terminated, this Warrant may be exercised, in whole or in part, on two
occasions only, by the

                                       2



surrender of this Warrant and the Notice of Exercise annexed hereto duly
executed at the principal office of Corvis (or such other office or agency of
Corvis as it may designate) and upon payment of the Exercise Price for the
Warrant Shares thereby purchased or by net issuance as provided below.

                     (i)    Exercise by Payment of Exercise Price. Payment of
the Exercise Price may be made by check or bank draft payable to the order of
Corvis. If the amount of the payment received by Corvis is less than the
Exercise Price, the Holder will be notified of the deficiency and shall make
payment in that amount within three (3) business days. In the event the payment
exceeds the Exercise Price, Corvis will refund the excess to the Holder within
three (3) days of receipt.

                     (ii)   Exercise by Net Issuance. In lieu of payment of
additional consideration, the Holder may receive Warrant Shares pursuant to
Section 2 above equal to the value of this Warrant or any portion hereof by
surrender of this Warrant or such portion to Corvis, and by indicating "net
issue election" on the Notice of Exercise of Warrant form attached hereto, at
the office of Corvis. Thereupon, Corvis shall issue to the Holder such number of
Warrant Shares, as applicable (the "Net Issue Shares") computed using the
following formula:

                                                   
       Net Issue Shares = Number of Exercise Shares x (Fair Market Value - Exercise Price)
                          ----------------------------------------------------------------
                                                Fair Market Value



       As used herein:

       "Number of Exercise Shares" means the number of shares of Warrant Shares
covered by this Warrant in respect of which the net issue election is made
pursuant to this subsection (ii).

       "Fair Market Value" means the average of the closing sales prices of the
Corvis Common Stock (rounded to the nearest cent) as reported by The Wall Street
Journal (or if not reported therein, any other authoritative source selected by
Corvis), for the twenty (20) consecutive trading days immediately prior to the
date the net issue election is made pursuant to this subsection (ii).

              (b)    As a condition to the exercise of this Warrant, the Holder
agrees to furnish or cause to be furnished to Corvis such documents and opinions
of counsel as may reasonably be required to satisfy Corvis that the Warrant
Shares may be issued to the Holder pursuant to an exemption from the
registration requirements of, and otherwise in compliance with, applicable
federal and state securities laws.

              (c)    Upon exercise, the Holder shall be entitled to receive,
promptly after payment in full or by net exercise, one or more certificates,
issued in the Holder's name or in such name or names as the Holder may direct,
subject to the limitations on transfer contained herein and in the Act, for the
number Warrant Shares so purchased. The Warrant Shares so purchased or received
shall be deemed to be issued as of the close of business on the date on which
this Warrant shall have been exercised. Corvis may postpone for a period not to
exceed thirty (30) days the time of delivery of certificates for the shares
issuable upon the exercise of

                                       3



this Warrant to enable it to comply with the listing or quotation requirements
of (i) any securities exchange upon which such shares may or are then
contemplated to be listed, (ii) the National Association of Securities Dealers,
Inc., (iii) the Act, (iv) the Securities Exchange Act of 1934, (v) any
applicable rules or regulations of the Securities and Exchange Commission, or
(vi) the requirements of applicable state securities laws. Subject to Section
10, any Warrant Shares issued upon the exercise of this Warrant shall bear the
restrictive legend set forth on the face of this Warrant.

              (d)    Corvis covenants that all Warrant Shares will be fully
paid, nonassessable, and free from all taxes, liens and charges in respect of
the issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).

              (e)    This Warrant, or any unexercised portion thereof, shall
terminate automatically upon the end of the Exercise Period.

       6.     No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu thereof, a cash payment shall be made equal to such fraction
multiplied by the Exercise Price per Warrant Share as then in effect.

       7.     Charges, Taxes and Expenses. Issuance of certificates for Warrant
Shares shall be made without charge to the Holder for any issue or transfer tax
(or other incidental expense) in respect of the issuance of such certificate,
all of which taxes and expenses shall be paid by Corvis.

       8.     No Rights as Stockholder. This Warrant does not entitle the Holder
to any voting rights, dividend rights or other rights as a stockholder of Corvis
with respect to this Warrant or the Warrant Shares that may be exercisable
hereunder prior to exercise and payment in full of the Exercise Price for the
Warrant Shares in accordance with Section 5 hereof.

       9.     Investment Representation. The Holder, by acceptance of this
Warrant, represents and warrants to Corvis that this Warrant and all securities
acquired upon its exercise of this Warrant are purchased for the Holder's own
account for investment, and not with view to resale or distribution of either
this Warrant or any securities purchasable upon exercise hereof.

       10.    Sale or Transfer of the Warrant; Legend. Neither this Warrant nor
the Warrant Shares may be sold or transferred unless either (a) they first shall
been have registered under the Securities Act and all applicable state
securities laws and such sale is made in accordance with, and pursuant to, such
registration statement, or (b) Corvis first shall have been furnished with an
opinion of legal counsel reasonably satisfactory to Corvis to the effect that
such sale or transfer is exempt from the registration requirements of the
Securities Act and such state securities laws. Each certificate representing any
Warrant or any Warrant Shares that has not been registered and that has not been
sold pursuant to an exemption that permits removal of the legend shall bear a
legend referring to such restrictions on transfer, substantially in the form of
the legend affixed to this Warrant. Upon the request of a Holder of a
certificate representing any Warrant Shares, Corvis shall remove the foregoing
legend from the certificate or issue to such Holder a new

                                       4



certificate in exchange therefor free of any transfer legend, if, with such
request, Corvis shall have received either (y) an opinion of counsel reasonably
satisfactory to Corvis to the effect that such legend may be removed from such
certificate in full compliance with the Act and all applicable state securities
laws, or (z) if Paragraph (k) of Rule 144 or a substantially similar successor
rule remains in force and effect, representations from the Holder that such
Holder is not then, and has not been during the preceding three (3) months, an
affiliate of Corvis and that such Holder has beneficially owned the security
(within the meaning of Rule 144) for two (2) years or more (or such shorter
period as may then be specified in Rule 144 or such successor rule).

       11.    Adjustments.

              (a)    Adjustments for Splits, Reverse Splits or Dividends. If,
after the Issue Date, the outstanding capital stock of Corvis shall be
subdivided, combined, by reclassification or otherwise, or in the event of any
stock dividend or other distribution of stock payable with respect to the
capital stock of Corvis, the Exercise Price per share and the number of Warrant
Shares that thereafter becomes issuable hereunder shall be proportionately
adjusted. Notwithstanding the foregoing, if a substantially equivalent
adjustment was already made with respect to the number of Post-Merger Forfeited
Shares and the exercise price thereof, no additional adjustment under this
Section 11(a) shall be made.

              (b)    Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment pursuant to this Section 11, Corvis at its expense
shall promptly compute such adjustment or readjustment in accordance with the
terms hereof and furnish to each Holder a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. Corvis shall, upon the written request, at
any time, of any Holder, furnish or cause to be furnished to such Holder, a like
certificate setting forth: (i) such adjustments and readjustments; (ii) the
Exercise Price at the time in effect; and (iii) the number of Warrant Shares.

       12.    Reservation of Shares Issuable on Exercise of Warrant. Corvis will
at all times reserve and keep available, solely for issuance and delivery upon
the exercise of this Warrant, an adequate number of shares of Common Stock (or
other securities, if applicable) from time to time issuable upon the exercise of
this Warrant.

       13.    Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by
Corvis of evidence reasonably satisfactory to it of the loss, theft,
destruction, or mutilation of this Warrant, and in case of loss, theft, or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to Corvis of all reasonable expenses incidental thereto, and upon
surrender and cancellation of this Warrant, if mutilated, Corvis will make and
deliver a new warrant of like tenor and dated as of such cancellation in lieu of
this Warrant.

       14.    Notices, etc. All notices and other communications from Corvis to
the Holder of this Warrant shall be sent by overnight courier, facsimile or
first class mail, to such address as may have been furnished to Corvis in
writing by such Holder, or, until an address is so furnished, to and at the
address of the last Holder of this Warrant who has so furnished an address to
Corvis

                                       5



(and shall be deemed effective when received by the addressee). All
communications from the Holder of this Warrant to Corvis shall be similarly
transmitted to Corvis at it principal business address, or such other address as
may have been furnished to the Holder in writing by Corvis.

       15.    Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by
Corvis and the Holder. This Warrant shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware applicable to
contracts made and wholly performed in the State of Delaware. The headings in
this Warrant are for purposes of reference only, and shall not limit or
otherwise affect any of the terms hereof. The invalidity or unenforceability of
any provision hereof shall in no way affect the validity or enforceability of
any other provision.

                        [Warrant Signature Page Follows]

                                       6



       IN WITNESS WHEREOF, Corvis has caused this Warrant to be executed in its
corporate name by its duly authorized officer and to be dated as of the Issue
Date set forth on the first page of this Warrant.

                                          CORVIS CORPORATION

                                          By:_____________________________
                                          Name:
                                          Title:

                                       7



                          NOTICE OF EXERCISE OF WARRANT

TO:    CORVIS CORPORATION

       (1)  Pursuant to the terms of the attached Warrant, the undersigned
hereby elects:

       ______   to purchase ______ shares of Common Stock of CORVIS CORPORATION
                (the "Company"), by the tender herewith of payment of the
                Exercise Price of such shares in full.

       ______   to purchase by "net issue exercise" as described in Section
                5(a)(ii) of the Warrant, the number of Net Issue Shares awarded
                upon the undersigned's net issue election and directs that
                payment of the Exercise Price be made by cancellation as of the
                date of exercise of a portion of this Warrant having a Fair
                Market Value equal to the Exercise Price.

       (2)  Please issue a certificate or certificates representing said shares
in the name of the undersigned or in such other name(s) as is/are specified
immediately below or, if necessary, on an attachment hereto:


            Name                          Address



(3)    In the event of partial exercise, please reissue an appropriate Warrant
exercisable into the remaining Warrant Shares.

DATE:_____________________


HOLDER:________________________________________

                                       8



                               FORM OF ASSIGNMENT
                   (To be signed only on transfer of Warrant)

TO:    CORVIS CORPORATION

       For value received, the undersigned hereby sells, assigns, and transfers
unto ___________________________ the right represented by the within Warrant to
purchase shares of the Common Stock of Corvis Corporation, as described in the
Warrant, and appoints ___________________________ attorney to transfer such
right on the books of Corvis Corporation with full power of substitution in the
premises.


Dated: _____________________


Printed Name: __________________________

Signature:_____________________________________
(Signature must conform to name of Holder as
specified on the face of the Warrant)

Address: __________________________________

___________________________________________


Signed in the presence of:


__________________________________________

                                       9



                                   SCHEDULE I

Holder: HRLD LIMITED PARTNERSHIP

Applicable Percentage = 29.01%

                                       10

EX-99.3

                                                                       EXHIBIT 3

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, ASSIGNED OR
TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES
UNDER THE ACT, UNLESS CORVIS CORPORATION HAS RECEIVED THE WRITTEN OPINION OF
COUNSEL SATISFACTORY TO CORVIS CORPORATION TO THE EFFECT THAT SUCH SALE,
ASSIGNMENT OR TRANSFER DOES NOT INVOLVE A TRANSACTION REQUIRING REGISTRATION OF
SUCH SECURITIES UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

Warrant No.  DNI-3
Issue Date:  May 15, 2002

                                     WARRANT

     THIS CERTIFIES that, for value received OCG Equity Partners, LLC or
registered assigns (the "Holder") is entitled, upon the terms and subject to the
conditions hereinafter set forth, to subscribe for and purchase from CORVIS
CORPORATION, a Delaware corporation ("Corvis"), that number of fully paid and
nonassessable shares of Common Stock, $.01 par value per share, calculated in
accordance with the terms of Section 2 below at the exercise price (as the same
may be adjusted from time to time as set forth herein, the "Exercise Price")
calculated in accordance with the terms of Section 3 below.

     This Warrant is one of a series of Warrants that has been issued in
accordance with that certain Agreement and Plan of Merger, dated as of January
29, 2002 (the "Merger Agreement"), by and between Corvis, Corvis' wholly owned
subsidiary, Corvis Acquisition Company, Inc., a Delaware corporation ("Corvis
Sub"), and Dorsal Networks, Inc., a Delaware corporation (the "Company").
Capitalized terms used in this Warrant and not defined herein shall have the
meanings ascribed to such terms in the Merger Agreement. Pursuant to the Merger
Agreement, Corvis Sub will merge with and into the Company, with the Company
surviving the Merger as a wholly owned subsidiary of Corvis. Pursuant to the
Merger, the Holder will receive shares of Corvis Common Stock in exchange for
its shares of the Company's Capital Stock in the manner provided in the Merger
Agreement. The purpose of this Warrant is to grant to the Holder the right to
acquire additional shares of Corvis Common Stock in the event that any of the
Corvis Options and Corvis Restricted Stock identified in Schedule II of the
Merger Agreement are forfeited or terminated by the holders thereof following
the Merger on the specific terms and conditions set forth herein.

     1. Exercise Period. Except as otherwise provided herein, the purchase
rights represented by this Warrant are exercisable by the Holder, on two
occasions, in whole or in part, at any time during the period commencing at
12:00 noon Eastern time on the first anniversary of the Closing Date (the
"Exercise Commencement Date") and ending at 5:00 p.m. Eastern time on the second
anniversary of the Exercise Commencement Date. (The foregoing period is herein
referred to as the "Exercise Period").



     2.   Warrant Share Number.

          (a) Calculation of Warrant Share Number. This Warrant may be exercised
for a number of fully paid and nonassessable shares of Corvis Common Stock
determined as follows. If, at any time during the period commencing on the
Closing Date through the first anniversary of the Closing Date, any of the
Corvis Options or Restricted Stock identified on Schedule II of the Merger
Agreement are forfeited or terminated and are therefore no longer exercisable or
owned by the holder(s) thereof (the "Terminated Options or Restricted Stock"),
this Warrant shall become exercisable during the Exercise Period for a number of
shares of Corvis Common Stock equal to the Holder's "Applicable Percentage" (as
defined below) of the aggregate number of the Post-Merger Forfeited Shares (as
defined below). Notwithstanding the foregoing, for purposes of calculating the
number of Warrant Shares (as defined below) issuable hereunder, the number of
Post-Merger Forfeited Shares shall not exceed a number equal to (i) One Million
Five Hundred Thousand (1,500,000) (ii) less the number of additional shares of
Corvis Common Stock issued under Section 1.13(a) of the Merger Agreement.

          (b) As used herein, the following terms have the meanings described
below:

     "Applicable Percentage" shall mean the percentage set forth opposite the
Holder's name on Schedule I attached hereto.

     "Post-Merger Forfeited Shares" shall mean the maximum number of shares of
Corvis Common Stock for which the Terminated Options would have been exercisable
immediately prior to their termination or forfeiture, assuming the Terminated
Options were fully vested, and the number of shares of Restricted Stock actually
terminated or forfeited.

     "Warrant Shares" shall mean the shares of Corvis Common Stock issuable upon
exercise of the Warrant, as determined pursuant to Section 2 hereof.

     3.   Exercise Price. The Exercise Price for the purchase of the Warrant
Shares shall be the strike price per share as set forth in the Corvis Options
which evidence the Terminated Options, as adjusted pursuant to Section 11 below.
In the event that the Terminated Options have more than one strike price, the
Warrant Shares issuable with respect to such Terminated Options shall have an
Exercise Price identical to the strike price of the related Terminated Option.
To the extent that the Warrant relates to forfeited or terminated Restricted
Stock, the exercise price of the Warrant with respect thereto shall be the par
value of the Restricted Stock.

     4.   Certificate as to Warrant Share Number, Exercise Price. Within twenty
(20) days after the Exercise Commencement Date, Corvis at its expense shall
promptly compute the number of Warrant Shares exercisable under this Warrant and
Corvis shall promptly furnish to the Holder a certificate setting forth such
computation.

     5.   Exercise of Warrant.

          (a) During the Exercise Period and provided this Warrant has not been
terminated, this Warrant may be exercised, in whole or in part, on two occasions
only, by the

                                       2



surrender of this Warrant and the Notice of Exercise annexed hereto duly
executed at the principal office of Corvis (or such other office or agency of
Corvis as it may designate) and upon payment of the Exercise Price for the
Warrant Shares thereby purchased or by net issuance as provided below.

               (i)  Exercise by Payment of Exercise Price. Payment of the
Exercise Price may be made by check or bank draft payable to the order of
Corvis. If the amount of the payment received by Corvis is less than the
Exercise Price, the Holder will be notified of the deficiency and shall make
payment in that amount within three (3) business days. In the event the payment
exceeds the Exercise Price, Corvis will refund the excess to the Holder within
three (3) days of receipt.

               (ii) Exercise by Net Issuance. In lieu of payment of additional
consideration, the Holder may receive Warrant Shares pursuant to Section 2 above
equal to the value of this Warrant or any portion hereof by surrender of this
Warrant or such portion to Corvis, and by indicating "net issue election" on the
Notice of Exercise of Warrant form attached hereto, at the office of Corvis.
Thereupon, Corvis shall issue to the Holder such number of Warrant Shares, as
applicable (the "Net Issue Shares") computed using the following formula:

                                                  
     Net Issue Shares = Number of Exercise Shares x (Fair Market Value - Exercise Price)
                        ----------------------------------------------------------------
                                                        Fair Market Value



     As used herein:

     "Number of Exercise Shares" means the number of shares of Warrant Shares
covered by this Warrant in respect of which the net issue election is made
pursuant to this subsection (ii).

     "Fair Market Value" means the average of the closing sales prices of the
Corvis Common Stock (rounded to the nearest cent) as reported by The Wall Street
Journal (or if not reported therein, any other authoritative source selected by
Corvis), for the twenty (20) consecutive trading days immediately prior to the
date the net issue election is made pursuant to this subsection (ii).

          (b)  As a condition to the exercise of this Warrant, the Holder agrees
to furnish or cause to be furnished to Corvis such documents and opinions of
counsel as may reasonably be required to satisfy Corvis that the Warrant Shares
may be issued to the Holder pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, applicable federal and state
securities laws.

          (c)  Upon exercise, the Holder shall be entitled to receive, promptly
after payment in full or by net exercise, one or more certificates, issued in
the Holder's name or in such name or names as the Holder may direct, subject to
the limitations on transfer contained herein and in the Act, for the number
Warrant Shares so purchased. The Warrant Shares so purchased or received shall
be deemed to be issued as of the close of business on the date on which this
Warrant shall have been exercised. Corvis may postpone for a period not to
exceed thirty (30) days the time of delivery of certificates for the shares
issuable upon the exercise of

                                       3



this Warrant to enable it to comply with the listing or quotation requirements
of (i) any securities exchange upon which such shares may or are then
contemplated to be listed, (ii) the National Association of Securities Dealers,
Inc., (iii) the Act, (iv) the Securities Exchange Act of 1934, (v) any
applicable rules or regulations of the Securities and Exchange Commission, or
(vi) the requirements of applicable state securities laws. Subject to Section
10, any Warrant Shares issued upon the exercise of this Warrant shall bear the
restrictive legend set forth on the face of this Warrant.

          (d)  Corvis covenants that all Warrant Shares will be fully paid,
nonassessable, and free from all taxes, liens and charges in respect of the
issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).

          (e)  This Warrant, or any unexercised portion thereof, shall terminate
automatically upon the end of the Exercise Period.

     6.   No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. In lieu thereof, a cash payment shall be made equal to such fraction
multiplied by the Exercise Price per Warrant Share as then in effect.

     7.   Charges, Taxes and Expenses. Issuance of certificates for Warrant
Shares shall be made without charge to the Holder for any issue or transfer tax
(or other incidental expense) in respect of the issuance of such certificate,
all of which taxes and expenses shall be paid by Corvis.

     8.   No Rights as Stockholder. This Warrant does not entitle the Holder to
any voting rights, dividend rights or other rights as a stockholder of Corvis
with respect to this Warrant or the Warrant Shares that may be exercisable
hereunder prior to exercise and payment in full of the Exercise Price for the
Warrant Shares in accordance with Section 5 hereof.

     9.   Investment Representation. The Holder, by acceptance of this Warrant,
represents and warrants to Corvis that this Warrant and all securities acquired
upon its exercise of this Warrant are purchased for the Holder's own account for
investment, and not with view to resale or distribution of either this Warrant
or any securities purchasable upon exercise hereof.

     10.  Sale or Transfer of the Warrant; Legend. Neither this Warrant nor the
Warrant Shares may be sold or transferred unless either (a) they first shall
been have registered under the Securities Act and all applicable state
securities laws and such sale is made in accordance with, and pursuant to, such
registration statement, or (b) Corvis first shall have been furnished with an
opinion of legal counsel reasonably satisfactory to Corvis to the effect that
such sale or transfer is exempt from the registration requirements of the
Securities Act and such state securities laws. Each certificate representing any
Warrant or any Warrant Shares that has not been registered and that has not been
sold pursuant to an exemption that permits removal of the legend shall bear a
legend referring to such restrictions on transfer, substantially in the form of
the legend affixed to this Warrant. Upon the request of a Holder of a
certificate representing any Warrant Shares, Corvis shall remove the foregoing
legend from the certificate or issue to such Holder a new

                                       4



certificate in exchange therefor free of any transfer legend, if, with such
request, Corvis shall have received either (y) an opinion of counsel reasonably
satisfactory to Corvis to the effect that such legend may be removed from such
certificate in full compliance with the Act and all applicable state securities
laws, or (z) if Paragraph (k) of Rule 144 or a substantially similar successor
rule remains in force and effect, representations from the Holder that such
Holder is not then, and has not been during the preceding three (3) months, an
affiliate of Corvis and that such Holder has beneficially owned the security
(within the meaning of Rule 144) for two (2) years or more (or such shorter
period as may then be specified in Rule 144 or such successor rule).

     11.  Adjustments.

          (a)  Adjustments for Splits, Reverse Splits or Dividends. If, after
the Issue Date, the outstanding capital stock of Corvis shall be subdivided,
combined, by reclassification or otherwise, or in the event of any stock
dividend or other distribution of stock payable with respect to the capital
stock of Corvis, the Exercise Price per share and the number of Warrant Shares
that thereafter becomes issuable hereunder shall be proportionately adjusted.
Notwithstanding the foregoing, if a substantially equivalent adjustment was
already made with respect to the number of Post-Merger Forfeited Shares and the
exercise price thereof, no additional adjustment under this Section 11(a) shall
be made.

          (b)  Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment pursuant to this Section 11, Corvis at its expense
shall promptly compute such adjustment or readjustment in accordance with the
terms hereof and furnish to each Holder a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. Corvis shall, upon the written request, at
any time, of any Holder, furnish or cause to be furnished to such Holder, a like
certificate setting forth: (i) such adjustments and readjustments; (ii) the
Exercise Price at the time in effect; and (iii) the number of Warrant Shares.

     12.  Reservation of Shares Issuable on Exercise of Warrant. Corvis will at
all times reserve and keep available, solely for issuance and delivery upon the
exercise of this Warrant, an adequate number of shares of Common Stock (or other
securities, if applicable) from time to time issuable upon the exercise of this
Warrant.

     13.  Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by
Corvis of evidence reasonably satisfactory to it of the loss, theft,
destruction, or mutilation of this Warrant, and in case of loss, theft, or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to Corvis of all reasonable expenses incidental thereto, and upon
surrender and cancellation of this Warrant, if mutilated, Corvis will make and
deliver a new warrant of like tenor and dated as of such cancellation in lieu of
this Warrant.

     14.  Notices, etc. All notices and other communications from Corvis to the
Holder of this Warrant shall be sent by overnight courier, facsimile or first
class mail, to such address as may have been furnished to Corvis in writing by
such Holder, or, until an address is so furnished, to and at the address of the
last Holder of this Warrant who has so furnished an address to Corvis

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(and shall be deemed effective when received by the addressee). All
communications from the Holder of this Warrant to Corvis shall be similarly
transmitted to Corvis at it principal business address, or such other address as
may have been furnished to the Holder in writing by Corvis.

     15.  Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by
Corvis and the Holder. This Warrant shall be construed and enforced in
accordance with and governed by the laws of the State of Delaware applicable to
contracts made and wholly performed in the State of Delaware. The headings in
this Warrant are for purposes of reference only, and shall not limit or
otherwise affect any of the terms hereof. The invalidity or unenforceability of
any provision hereof shall in no way affect the validity or enforceability of
any other provision.

                        [Warrant Signature Page Follows]

                                       6



     IN WITNESS WHEREOF, Corvis has caused this Warrant to be executed in its
corporate name by its duly authorized officer and to be dated as of the Issue
Date set forth on the first page of this Warrant.


                                          CORVIS CORPORATION

                                          By:_____________________________
                                          Name:
                                          Title:

                                       7



                          NOTICE OF EXERCISE OF WARRANT

TO:  CORVIS CORPORATION

     (1) Pursuant to the terms of the attached Warrant, the undersigned hereby
elects:

     ______    to purchase ______ shares of Common Stock of CORVIS CORPORATION
               (the "Company"), by the tender herewith of payment of the
               Exercise Price of such shares in full.

     ______    to purchase by "net issue exercise" as described in Section
               5(a)(ii) of the Warrant, the number of Net Issue Shares awarded
               upon the undersigned's net issue election and directs that
               payment of the Exercise Price be made by cancellation as of the
               date of exercise of a portion of this Warrant having a Fair
               Market Value equal to the Exercise Price.

     (2) Please issue a certificate or certificates representing said shares in
the name of the undersigned or in such other name(s) as is/are specified
immediately below or, if necessary, on an attachment hereto:

         Name                            Address

(3)  In the event of partial exercise, please reissue an appropriate Warrant
exercisable into the remaining Warrant Shares.

DATE:_____________________

HOLDER:________________________________________

                                       8



                               FORM OF ASSIGNMENT
                   (To be signed only on transfer of Warrant)

TO:  CORVIS CORPORATION

     For value received, the undersigned hereby sells, assigns, and transfers
unto ___________________________ the right represented by the within Warrant to
purchase shares of the Common Stock of Corvis Corporation, as described in the
Warrant, and appoints ___________________________ attorney to transfer such
right on the books of Corvis Corporation with full power of substitution in the
premises.

Dated:  ___________________

Printed Name: ________________________

Signature:____________________________
(Signature must conform to name of Holder as
specified on the face of the Warrant)

Address: _____________________________

______________________________________


Signed in the presence of:

______________________________________

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                                   SCHEDULE I

Holder:  OCG EQUITY PARTNERS, LLC

Applicable Percentage = 0.19%

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