MANUFACTURING SERVICES AGREEMENT


                                    BETWEEN


                              JABIL CIRCUIT, INC

                                      AND

                            DIGITAL LIGHTWAVE, INC.

JBL011                                        Manufacturing Services Agreement

                                    Page #


<PAGE>
                                     INDEX

SECTION 1   DEFINITIONS                                             PAGE 4

SECTION 2   LIST OF SCHEDULES                                       PAGE 7

SECTION 3   BUILD SCHEDULE FORECASTS                                PAGE 7

SECTION 4   MANUFACTURING SERVICES                                  PAGE 7

            4.1   Testing.
            4.2   Packaging and Shipping.
            4.3   Items to be Supplied by Digital.
            4.4   Items to be Supplied by Jabil.
            4.5   Digital Inspection.
            4.6   Materials Procurement.
            4.7   Product Acceptance.

SECTION 5   WARRANTY & RMA PROCEDURE                                PAGE 8

            5.1   Jabil Warranty.
            5.2   Repair or Replacement of Defective Product .
            5.3   Limitation of Warranty.
            5.4   ECO Upgrade.

SECTION 6   LIMITATION OF DAMAGES                                   PAGE 9

SECTION 7   DELIVERY, RISK OF LOSS AND PAYMENT TERMS                PAGE 9

            7.1   Payment.
            7.2   Taxes.

SECTION 8   COMPLIANCE WITH LAWS                                    PAGE 10

SECTION 9   DESIGN SERVICES                                         PAGE 10
10

SECTION 10  CHANGE ORDERS, RESCHEDULING AND CANCELLATION            PAGE 10

            10.1  Changes to Manufacturing Services, Packaging and
                  Shipping Specifications and Test Procedures.
            10.2  Production Increases.
            10.3  Product Configuration Changes and Engineering Changes.
            10.4  Treatment of Obsolete/End-of-Life Material.
            10.5  Rescheduled Delivery and Cancellation of Orders.
            10.6  Duty to Mitigate Costs.


SECTION 11 TERM                                                     PAGE 13

SECTION 12  TERMINATION                                             PAGE 13
            12.1  Termination for Convenience.
            12.2  Termination for Cause.
            12.3  Termination for Bankruptcy/Insolvency.
            12.4  Termination Consequences.

SECTION 13  CONFIDENTIALITY                                         PAGE 14
            13.1  Confidentiality Obligations.
            13.2  Employees, Agents and Representatives.
            13.3  Term and Enforcement.
            13.4  Return of Proprietary Information and Technology.

SECTION 14  INTELLECTUAL PROPERTY RIGHTS; ASSIGNMENT                PAGE 15
            14.1  Jabil Existing Intellectual Property.
            14.2  Jabil Created Intellectual Property.

SECTION 15  MANUFACTURING RIGHTS                                    PAGE 15

SECTION 16  INDEMNIFICATION ____________________________            PAGE 16

SECTION 17  RELATIONSHIP OF PARTIES                                 PAGE 16

SECTION 18  INSURANCE                                               PAGE 16

SECTION 19  PUBLICITY                                               PAGE 17

SECTION 20  FORCE MAJEURE                                           PAGE 17

SECTION 21  MISCELLANEOUS                                           PAGE 17
            21.1  Notices.
            21.2  Amendment.
            21.3  Partial Invalidity.
            21.4  Monies.
            21.5  Entire Agreement.
            21.6  Binding Effect.
            21.7  Waiver.
            21.8  Captions.
            21.9  Section References.
            21.10 Business Day.
            21.11 Dispute Resolution.
            21.12 Counterparts.
            21.13 Governing Law and Jurisdiction.


                       MANUFACTURING SERVICES AGREEMENT

      This Manufacturing Agreement ("Agreement") is entered into by and between
Jabil Circuit, Inc., a Delaware corporation ("Jabil"),  having offices at 10560
9th Street North St. Petersburg, Florida 33716, and Digital  Lightwave, Inc., a
Delaware  corporation  ("Digital"), having its principal place of  business  at
15550 Lightwave Drive, Clearwater,  Florida.  Jabil and Digital are referred to
herein as "Party" or "Parties".

                                   RECITALS

      A.    Jabil is in the business of designing,  developing,  manufacturing,
testing, configuring, assembling, packaging and shipping electronic  assemblies
and systems.

      B.    Digital  is in the business of designing, developing, distributing,
marketing and selling products containing electronic assemblies and systems.

      C.    Whereas,  the   Parties   desire   that  Jabil  manufacture,  test,
configure,  assemble,  package and/or ship certain  electronic  assemblies  and
systems pursuant to the terms and conditions set forth in this Agreement.

      NOW,  THEREFORE,  in  consideration  of  the  foregoing  and  the  mutual
covenants contained herein,  and  other  good  and  valuable consideration, the
receipt and sufficiency of which is hereby acknowledged,  the  Parties agree as
follows:

                                     TERMS
1     DEFINITIONS.   In addition to terms defined elsewhere in this  Agreement,
      the capitalized terms set forth below shall have the following meaning:

            1.1   "AFFILIATE"  means with respect to a Person, any other Person
                  which directly  or  indirectly controls, or is controlled by,
                  or is under common control  with,  the specified Person or is
                  an  officer,  director  or  10% or more  shareholder  of  the
                  specified Person.  For purposes  of  the  preceding sentence,
                  "control" of a Person shall mean the possession,  directly or
                  indirectly, of the power to direct or cause the direction  of
                  the  management  or  policies  of  such  Person, or direct or
                  indirect  ownership (beneficially or of record)  of,  or  the
                  direct  or  indirect  power  to  vote,  5%  or  more  of  the
                  outstanding shares  of  any  class  of  capital stock of such
                  Person (or in the case of a Person that is not a corporation,
                  5% or more of any class of equity interest)

            1.2   "BOX  BUILD(S)" means the box builds identified  as  such  in
                  Schedule 1.

            1.3   "BUFFER  STOCK" means finished goods PCBA inventory owned and
                  paid for by Digital in a location within Jabil.

            1.4   "BUILD SCHEDULE"  means  a manufacturing schedule provided to
                  Jabil by Digital in writing which specifies the Product to be
                  manufactured, including the  quantity  of  each  Product, its
                  description  and  part  number,  shipping  instructions   and
                  requested delivery date.

            1.5   "BUILD SCHEDULE FORECAST" means the monthly forecast provided
                  to  Jabil by Digital, in writing, of quantity requirements of
                  each  Product  that  Digital anticipates requiring during the
                  next twelve (12) month period.

            1.6   "COMMERCIALLY REASONABLE  EFFORTS"  means  those efforts that
                  would be deemed both commercially practicable  and reasonably
                  financially  prudent  after  having  taken  into account  all
                  relevant  commercial  considerations.   "Relevant  commercial
                  considerations"   shall   be   deemed  to  include,   without
                  limitation, (1) all pertinent facts  and  circumstances;  (2)
                  financial  costs;  (3)  resource availability and impact; (4)
                  probability   of   success;   and    (5)   other   commercial
                  practicalities.

            1.7   "DIGITAL" shall be defined to include any Digital Subsidiary.

            1.8   "DIGITAL BOX BUILD SPECIFICATIONS" means  the  specifications
                  set forth in Schedule 1 related to Box Builds.

            1.9   "COMPONENTS  SUPPLIED  BY DIGITAL" means those components  or
                  materials that Digital provides,  directly  or indirectly, to
                  Jabil to be incorporated into the Product.

            1.10  "EDI" shall mean electronic data interchange.

            1.11  "EFFECTIVE DATE" shall mean the date upon which the terms and
                  conditions  of this Agreement shall become effective  by  and
                  between  the  Parties.  The  Parties  have  agreed  that  the
                  Effective Date  of  this Agreement shall be the 30 day of
                  December, 2001.

            1.12  "FEE AND PRICE SCHEDULE"  shall  mean the prices and fees set
                  forth Schedule 1.

            1.13  "FOB" shall mean the shipper must at its own expense and risk
                  transport the goods to the place of destination.

            1.14  "INCLUDING" shall be defined to have  the meaning "including,
                  without limitation."

            1.15  "IN  WRITING" shall mean written documents,  EDI  with  phone
                  confirmation,  verified faxes and successfully transmitted e-
                  mails.

            1.16  "JABIL CIRCUIT, INC." AND "JABIL" shall be defined to include
                  any Jabil Subsidiary.

            1.17  "JABIL CREATED INTELLECTUAL  PROPERTY" means any discoveries,
                  inventions, technical information,  procedures, manufacturing
                  or other processes, software, firmware,  technology, know-how
                  or other intellectual property rights created,  developed  or
                  reduced  to  practice  by  or  for  Jabil  in  (i) performing
                  services  related  to any Product provided pursuant  to  this
                  Agreement, or (ii) which  is  otherwise  embodied  within the
                  Manufacturing Services or any other work provided pursuant to
                  this Agreement.

            1.18  "JABIL EXISTING INTELLECTUAL PROPERTY" means any discoveries,
                  inventions,  technical information, procedures, manufacturing
                  or other processes,  software, firmware, technology, know-how
                  or other intellectual  property  rights  owned,  developed or
                  obtained by Jabil outside of this Agreement or known by Jabil
                  prior  to  the execution of this Agreement that are  used  by
                  Jabil in creating,  or  are embodied within, any Product, the
                  Manufacturing Services or  other  work  performed  under this
                  Agreement.

            1.19  "JABIL  INTELLECTUAL PROPERTY" shall mean both Jabil  Created
                  Intellectual   Property   and   Jabil  Existing  Intellectual
                  Property, collectively.

            1.20  "JABIL MANUFACTURING PROCESS" means  Jabil's process employed
                  to   manufacture,   test,  configure  and  assemble   Product
                  manufactured  for Digital  pursuant  to  the  terms  of  this
                  Agreement.

            1.21  "LEAD-TIME" means  the mutually agreed upon minimum amount of
                  time in advance of shipment  that  Jabil must receive a Build
                  Schedule  in  order  to  deliver  Product  by  the  requested
                  delivery date.

            1.22  "LOANED EQUIPMENT" means capital equipment  (including tools)
                  which  is  loaned to Jabil by or on behalf of Digital  to  be
                  used by Jabil  to  perform  the  Manufacturing  Services  and
                  includes   all   equipment,   tools  and  fixtures  purchased
                  specifically  for Digital, by Jabil  upon  Digital's  written
                  approval, to perform  the Manufacturing Services and that are
                  paid for in full by the Digital.

            1.23  "MANUFACTURING DESIGN REVIEW  SERVICES"  means  the following
                  services:  (a)  design  for  manufacturability  (i.e.,  those
                  services  provided  by Jabil where Jabil reviews the  current
                  design  of  a Product and  provides  to  Digital  information
                  regarding methods to make the Product manufacturable and more
                  cost-effective),  (b)  manufacturing design test support, (c)
                  computer assisted design,  (d) test development services, and
                  (e)  volume production and advanced  packaging  technologies,
                  all as  specified  and  approved  by Digital and agreed to by
                  Jabil.

            1.24  "MANUFACTURING  SERVICES"  means the  services  performed  by
                  Jabil hereunder which shall  include  but  not  be limited to
                  manufacturing, testing, Manufacturing Design Review Services,
                  configuring,  assembling,  packaging and/or shipping  of  the
                  Product, all in accordance with the Specifications.

            1.25  "NRE COSTS" shall consist of expenses incurred by Jabil under
                  this Agreement, including testing,  fixturing and tooling and
                  other out-of-pocket costs.

            1.26  "PACKAGING AND SHIPPING SPECIFICATIONS"  shall mean packaging
                  and  shipping  specifications  set  forth in Schedule  1  and
                  otherwise supplied and/or approved by Digital

            1.27  "PCBA(S)" shall mean the printed circuit boards assemblies as
                  identified as such in Schedule 1.

            1.28  "PERSON"  means  any  corporation, business  entity,  natural
                  person, firm, joint venture,  limited or general partnership,
                  limited  liability  entity,  limited  liability  partnership,
                  trust, unincorporated organization,  association, government,
                  or any department or agency of any government.

            1.29  "PRODUCT(S)" means the product(s) manufactured  and assembled
                  by  Jabil  on  behalf  of  Digital  under  this Agreement  as
                  identified  in  Schedule  1  (or  any subsequent  Schedule  1
                  prepared  for  any  product  to  be  manufactured  hereunder)
                  including any updates, renewals, modifications  or amendments
                  thereto mutually agreed in writing by the parties.

            1.30  "PROPRIETARY  INFORMATION  AND  TECHNOLOGY"  means  software,
                  firmware,   hardware,   technology  and  know-how  and  other
                  proprietary  information or  intellectual  property  embodied
                  therein that is  known,  owned or licensed by and proprietary
                  to either Party and not generally  available  to  the public,
                  including  plans,  analyses,  trade  secrets,  patent rights,
                  copyrights,   trademarks,   inventions,   fees   and  pricing
                  information,   operating   procedures,   procedure   manuals,
                  processes,   methods,  computer  applications,  programs  and
                  designs, and any  processed or collected data. The failure to
                  label any of the foregoing as "confidential" or "proprietary"
                  shall  not  mean  it  is   not  Proprietary  Information  and
                  Technology.

            1.31  "SPECIFICATIONS"  means  the  specifications   set  forth  in
                  Schedule 1.  Specifications may be amended from  time to time
                  by  amendments  in  the  form  of  written engineering change
                  orders executed and agreed to by both Parties.

            1.32  "SOW" shall mean the statement of work  for  each Product set
                  forth in any Schedule 1 as amended in writing  from  time  to
                  time upon mutual agreement of the Parties.

            1.33  "SUBSIDIARY(IES)"   means any corporation, partnership, joint
                  venture,  limited liability  entity,  trust,  association  or
                  other business  entity of which a Party or one or more of its
                  Subsidiaries, owns  or  controls  more than 50% of the voting
                  power  for  the election of directors,  managers,   partners,
                  trustees or similar parties.

            1.34  "SUPPLIERS  DESIGNATED   BY  DIGITAL"  shall  mean  suppliers
                  designated, specified or approved  in writing by Digital.

            1.35  "TEST   PROCEDURES"   shall  mean   testing   specifications,
                  standards, procedures and  parameters set forth in Schedule 1
                  and otherwise supplied or approved in writing by Digital.

            1.36  "UNIQUE COMPONENTS" means those  non-standard  components  or
                  materials  procured    exclusively for incorporation into the
                  Product.


2     LIST OF SCHEDULES.  This Agreement includes  the  following Schedules for
      each Product to be manufactured hereunder, which are  hereby incorporated
      herein and made a part of this Agreement:

            Schedule 1 - Statement of Work

3     BUILD  SCHEDULE FORECASTS.  Within ten (10) business days  following  the
      execution  of  this  Agreement,  Digital shall provide Jabil with a Build
      Schedule Forecast. This will include  three ( 3 ) months of PO coverage ,
      and nine ( 9 ) months rolling Build Schedule Forecast. The Build Schedule
      Forecast shall be updated by Digital, in  writing,  on at least a monthly
      basis.  Any rescheduling or cancellation of the orders  set  forth  in  a
      Build  Schedule  Forecast  shall  be  subject  to  the terms set forth in
      Section 10.5.

4     MANUFACTURING SERVICES.  Jabil will manufacture the Product in accordance
      with the Specifications and any applicable Build Schedules.   Jabil  will
      reply  to  each  proposed  Build Schedule that is submitted in accordance
      with the terms of this Agreement  by  notifying Digital of its acceptance
      or rejection within Three (3) business  days  of  receipt of any proposed
      Build  Schedule. In the event of Jabil's rejection of  a  proposed  Build
      Schedule,  Jabil's  notice  of  rejection will specify the basis for such
      rejection.  Jabil will provide Manufacturing  Design Review Services  for
      the Products set forth in Schedule 1 subject to  appropriate fee and cost
      adjustments. Digital shall be solely responsible for  the sufficiency and
      adequacy  of  the  Specifications and shall hold Jabil harmless  for  any
      claim arising therefrom.

            4.1   TESTING.   Jabil will test the Product in accordance with the
                  Test Procedures.  Digital shall be solely responsible for the
                  sufficiency and adequacy  of  the  Test  Procedures and shall
                  hold Jabil harmless for any claim arising therefrom.

            4.2   PACKAGING  AND  SHIPPING.  Jabil will package  and  ship  the
                  Product  in  accordance   with  the  Packaging  and  Shipping
                  Specifications. Digital shall  be  solely responsible for the
                  sufficiency  and  adequacy  of  the  Packaging  and  Shipping
                  Specifications and shall hold Jabil  harmless  for  any claim
                  arising therefrom.

            4.3   ITEMS  TO  BE  SUPPLIED BY DIGITAL.  Digital shall supply  to
                  Jabil,  according  to  the  terms  and  conditions  specified
                  herein, Digital  Proprietary  Information and Technology and,
                  if applicable, the Loaned Equipment,  Components  Supplied by
                  Digital  and  Unique  Components  determined  by  the  mutual
                  agreement of the Parties hereto to be necessary for Jabil  to
                  perform the Manufacturing Services. Digital will also provide
                  to  Jabil  all Specifications, Test Procedures, Packaging and
                  Shipping Specifications,  Product  design  drawings, approved
                  vendor  listings, material component descriptions  (including
                  approved  substitutions), manufacturing process requirements,
                  and  any  other   specifications  determined  by  the  mutual
                  agreement of the Parties  hereto to be necessary for Jabil to
                  perform the Manufacturing Services.   Digital shall be solely
                  responsible for delay in delivery, defects and enforcement of
                  warranties  related  to  the  Loaned  Equipment,   Components
                  Supplied by Digital and any Unique Components, and shall hold
                  Jabil  harmless for any claim arising therefrom. The  Parties
                  will use  Commercially  Reasonable  Efforts  to  resolve  any
                  issues regarding the foregoing and to accommodate each others
                  business needs.

            4.4   ITEMS  TO  BE SUPPLIED BY JABIL.  Jabil will employ the Jabil
                  Manufacturing Process, any required manufacturing technology,
                  manufacturing   capacity,  labor,  transportation  logistics,
                  systems and facilities  necessary  for  Jabil  to perform the
                  Manufacturing  Services  including,  without limitation,  the
                  configuration  and assembly of any Product  manufactured  for
                  Digital pursuant to the terms of this Agreement.

            4.5   DIGITAL INSPECTION.   Digital  shall  have  the  right,  upon
                  reasonable  advance  notice, during normal business hours and
                  at its expense to inspect,  review,  monitor  and oversee the
                  Manufacturing  Services, provided that such inspection  shall
                  not  disrupt Jabil's  normal  business  operations.   Digital
                  shall cause each of its employees, agents and representatives
                  who have  access to Jabil's facilities, to maintain, preserve
                  and protect  all  Proprietary  Information  and Technology of
                  Jabil  and  the  confidential or proprietary information  and
                  technology of Jabil's other customers, in accordance with the
                  provisions of Section 13.

            4.6   MATERIALS PROCUREMENT. Jabil will use Commercially Reasonable
                  Efforts to procure  components,  in accordance with Digital's
                  approved vendor list, necessary to  fulfill  mutually  agreed
                  upon  Build Schedules.  Digital shall be responsible for  the
                  performance of suppliers and quality of the components.

            4.7   PRODUCT  ACCEPTANCE.   Digital shall evaluate each Product to
                  determine if it conforms  in  all  material  respects  to the
                  Specifications.  Digital  shall give Jabil written notice  of
                  any rejection of a Product  within  ten  (10)  business  days
                  following  Digital's  receipt  of  such  Product ("Acceptance
                  Period").  Such written notice of rejection  of a Product for
                  failure  to  materially  conform to the Specifications  shall
                  include  a  detailed and complete  description  of  Digital's
                  basis for asserting  that  the  Product  does  not materially
                  conform  to  the Specifications ("Specification Notice").  If
                  Digital fails  to  provide such Specification Notice to Jabil
                  within the Acceptance  Period,  such  Product shall be deemed
                  accepted  by  Digital.   If  Jabil  disputes  the  basis  for
                  rejection  set  forth  in a Specification  Notice,  it  shall
                  provide written notice of the same to Digital within ten (10)
                  business days following  receipt  of the Specification Notice
                  ("Notice of Disputed Defect").  Any  such  dispute  shall  be
                  resolved  by the Parties in accordance with the provisions of
                  Section 21.11.   Any  specified  times  for  delivery of such
                  Products set forth herein shall be tolled during  the dispute
                  resolution  procedure  set  forth  above.  If Jabil does  not
                  dispute the basis for rejection set forth in  a Specification
                  Notice, Jabil shall follow its standard RMA procedure  as set
                  forth  in  Section  5.2 herein. The acceptance procedures set
                  forth in this Section  4.7  shall  apply  to  any redelivered
                  Product.


1  WARRANTY & RMA PROCEDURE.

            1.1   JABIL  WARRANTY. Jabil warrants (i) that it will  manufacture
                  the Product  in  accordance  with   IPC  -610-Rev  C, Class 2
                  and,(ii) that at the time of manufacture and for a period  of
                  one  year  thereafter  ("Warranty  Period")  the Product will
                  conform, in all material respects, to the Specifications  and
                  Digital  Box  Build  Specifications  (if  applicable)  . This
                  warranty  is  extended  to,  and  may  only  be  enforced by,
                  Digital.

            1.2   REPAIR  OR  REPLACEMENT  OF  DEFECTIVE PRODUCT. In accordance
                  with Jabil's standard return material  authorization  process
                  and  procedure  ("RMA"), Jabil will either repair or replace,
                  in its sole discretion,  any  Product  that contains a defect
                  caused by a breach of the warranty set forth  in this Section
                  5  provided that the Product is received within  thirty  (30)
                  days  following  the  end  of  any applicable Warranty Period
                  ("RMA  Product").  If Digital desires  to  return  a  Product
                  based on  a claim of breach of the warranty set forth in this
                  Section 5,  Digital  shall  request an RMA number from Jabil.
                  Digital shall then consign the alleged defective Product, FOB
                  Jabil's designated repair facility,  and  specify  the  Jabil
                  assigned RMA number.  Jabil will analyze any such RMA Product
                  and,  if a breach of warranty is found ("Defect"), then Jabil
                  will repair  or  replace  the  RMA Product within twenty (20)
                  business days of receipt by Jabil  of the RMA Product and all
                  required associated documentation. In  the  event a Defect is
                  found,  Jabil will reimburse Digital for the reasonable  cost
                  of transporting  the RMA Product to Jabil's designated repair
                  facility and Jabil  will  deliver the repaired RMA Product or
                  its replacement, FOB Digital's designated destination.  If no
                  such Defect is found, Digital  shall  reimburse Jabil for all
                  fees,  costs  and  expenses  incurred  to  analyze   and,  if
                  requested by Digital, repair or replace the non-Defective RMA
                  Product   and  Digital  shall  bear  responsibility  for  all
                  transportation  costs  to  and from Jabil's designated repair
                  facility.

            1.3   LIMITATION OF WARRANTY. THE  REMEDY  SET FORTH IN SECTION 5.2
                  SHALL CONSTITUTE DIGITAL'S SOLE AND EXCLUSIVE  REMEDY  FOR  A
                  BREACH OF THE WARRANTY MADE BY JABIL HEREIN. THE WARRANTY SET
                  FORTH  IN  THIS  SECTION 5 IS IN LIEU OF, AND JABIL EXPRESSLY
                  DISCLAIMS, AND DIGITAL EXPRESSLY WAIVES, ALL OTHER WARRANTIES
                  AND REPRESENTATIONS  OF  ANY KIND WHATSOEVER WHETHER EXPRESS,
                  IMPLIED,  STATUTORY,  ARISING   BY   COURSE   OF  DEALING  OR
                  PERFORMANCE,   CUSTOM,  USAGE  IN  THE  TRADE  OR  OTHERWISE,
                  INCLUDING ANY WARRANTY  OF  MERCHANTABILITY, OR FITNESS FOR A
                  PARTICULAR PURPOSE OR INFRINGEMENT OR MISAPPROPRIATION OF ANY
                  RIGHT,  TITLE  OR INTEREST OF DIGITAL  OR  ANY  THIRD  PARTY.
                  DIGITAL UNDERSTANDS  AND  AGREES  THAT IT SHALL HAVE FULL AND
                  EXCLUSIVE LIABILITY WITH RESPECT TO  ANY PRODUCT, WHETHER FOR
                  PRODUCT DESIGN LIABILITY, PRODUCT LIABILITY, DAMAGE TO PERSON
                  OR PROPERTY AND/OR INFRINGEMENT OR MISAPPROPRIATION  OF THIRD
                  PARTY RIGHTS, (EXCEPT FOR JABIL'S INDEMNIFICATION OBLIGATIONS
                  PURSUANT  TO  SECTION 16.2). NO ORAL OR WRITTEN STATEMENT  OR
                  REPRESENTATION  BY  JABIL,  ITS  AGENTS  OR  EMPLOYEES  SHALL
                  CONSTITUTE  OR  CREATE  A WARRANTY OR EXPAND THE SCOPE OF ANY
                  WARRANTY HEREUNDER.

JABIL'S WARRANTY SHALL NOT APPLY TO ANY PRODUCT  JABIL  DETERMINES TO HAVE BEEN
SUBJECTED   TO   TESTING   OTHER   THAN   TESTING   FOR   SPECIFIED  ELECTRICAL
CHARACTERISTICS OR TO OPERATING AND/OR ENVIRONMENTAL CONDITIONS  IN  EXCESS  OF
THE  MAXIMUM  VALUES  ESTABLISHED IN APPLICABLE SPECIFICATIONS, OR TO HAVE BEEN
THE  SUBJECT  OF MISHANDLING,  ACCIDENT,  MISUSE,  NEGLECT,  IMPROPER  TESTING,
IMPROPER OR UNAUTHORIZED REPAIR, UNAUTHORIZED OR UNAPPROVED ALTERATION, DAMAGE,
ASSEMBLY, PROCESSING  OR  ANY  OTHER  INAPPROPRIATE  OR  UNAUTHORIZED ACTION OR
INACTION  THAT ALTERS PHYSICAL OR ELECTRICAL PROPERTIES.  THIS  WARRANTY  SHALL
NOT APPLY TO  ANY  DEFECT IN THE PRODUCT CAUSED BY OR ARISING FROM ANY DRAWING,
DESIGN, SPECIFICATION,  PROCESS,  TESTING  OR  OTHER  PROCEDURE,  ADJUSTMENT OR
MODIFICATION SUPPLIED AND/OR APPROVED BY DIGITAL.

            1.4   ECO   UPGRADE.   RMAs  for  engineering  change  order  (ECO)
                  upgrades  will also be subject to the RMA process. Jabil will
                  analyze the  ECO  and  provide  a  per  unit upgrade cost and
                  expected completion and delivery date.

2     LIMITATION OF DAMAGES

EXCEPT WITH REGARD TO ANY INDEMNITIES SET FORTH HEREIN, UNDER  NO CIRCUMSTANCES
SHALL  EITHER  PARTY  BE  LIABLE TO THE OTHER PARTY OR TO ANY OTHER  PERSON  OR
ENTITY UNDER ANY CONTRACT,  TORT,  STRICT LIABILITY, NEGLIGENCE, OR OTHER LEGAL
OR EQUITABLE CLAIM OR THEORY FOR ANY  SPECIAL,  INCIDENTAL,  CONSEQUENTIAL,  OR
INDIRECT  DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS (EXCEPT WITH RESPECT TO
DIGITAL'S OBLIGATIONS  IN  SECTION  10.5.1) , LOST REVENUE, WORK STOPPAGE, DATA
LOSS, COMPUTER FAILURE OR MALFUNCTION,  OR FOR ANY AND ALL OTHER DAMAGES, LOSS,
OR EXEMPLARY OR PUNITIVE DAMAGES, WHETHER  SUCH PARTY WAS INFORMED OR WAS AWARE
OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.   THE FOREGOING SHALL NOT EXCLUDE OR
LIMIT EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL  INJURY RESULTING FROM ITS
NEGLIGENCE  TO  THE  EXTENT THAT SUCH LIABILITY CANNOT BY  LAW  BE  LIMITED  OR
EXCLUDED.

3     DELIVERY, RISK OF  LOSS AND PAYMENT TERMS. For purposes of this Agreement
      delivery shall be FOB  Jabil's  facility and deemed to have occurred, and
      all risk of loss shall be transferred  to  Digital,  when Product (or any
      other items) are tendered to the carrier approved by Digital. The Fee and
      Price Schedule will be reviewed by the Parties on a quarterly  basis and,
      subject  to  agreement  by  Digital,  will  be  revised  consistent  with
      increases  or  decreases  in  materials,  components, equipment and other
      costs and expenses applicable to the manufacture of the Product.

            3.1   PAYMENT.  Digital  shall  pay Jabil  all  monies,  when  due,
                  including  all  NRE  Costs associated  with  this  Agreement,
                  provided, however, that  such  NRE  Costs  were  approved  in
                  advance  by  Digital  or  set  forth  in  a Statement of Work
                  executed   by  both  Parties.    All  Jabil  invoices   shall
                  reference  Digital's  correct  purchase  order  number.  Upon
                  receipt  of  Jabil's  invoice,  Digital shall reconcile  such
                  invoice with any relevant packing  slips (if applicable), and
                  timely remit payment to Jabil. ; Payment  of  all amounts set
                  forth in any invoices shall be net thirty (30)  days from the
                  date of  the invoice by Digital. Payment to Jabil shall be in
                  U.S.  dollars  and  in  immediately  available  funds.    Any
                  equipment,  tooling,  component,  material  or other goods or
                  property   purchased  by  Jabil  in  order  to  perform   its
                  obligations under this Agreement shall become the property of
                  Digital once Jabil is reimbursed for the NRE Costs associated
                  therewith.    Jabil   shall   invoice   Digital   for  actual
                  outstanding  NRE  Costs  and  other  monies  due  at  monthly
                  intervals  (or such other intervals as the Parties may agree)
                  during the term  of  this  Agreement  and  upon cancellation,
                  termination  or  expiration of this Agreement.   Jabil  shall
                  request advance written approval from Digital should resource
                  requirements, and  thereby  NRE  Costs,  increase relative to
                  estimated  NRE Costs initially agreed by the  Parties.   Upon
                  such request,  Jabil  shall  provide  to  Digital  reasonably
                  detailed supporting documentation and/or descriptions  of the
                  NRE Costs for which Jabil seeks reimbursement.  Digital shall
                  not  be  obligated  to  pay  any  NRE  Costs which it did not
                  approve in advance.

Late payment amounts exceeding 40 days of sales outstanding  will  result  in a
daily interest carrying charge of 0.05566% for the amount exceeding 40 days.


            3.2   TAXES.   Digital  shall be responsible for all federal, state
                  and local sales, use,  excise  and  other taxes (except taxes
                  based  on  Jabil's  income  ),  all delivery,  shipping,  and
                  transportation  charges and all foreign  agent  or  brokerage
                  fees, document fees,  custom  charges and duties arising from
                  Jabil's delivery of services or Products to Digital.

1     IMPORT  AND  EXPORT  AND  COMPLIANCE  WITH  LAWS.     Digital   shall  be
      responsible   for  obtaining  any  required  import  or  export  licenses
      necessary for Jabil  to  ship  Product, including certificates of origin,
      manufacturer's affidavits, and U.S.  Federal  Communications Commission's
      identifier, if applicable and any other licenses  required  under  US  or
      foreign  law.  Digital agrees that it shall not export, re-export, resell
      or transfer,  or  otherwise require Jabil to ship or deliver any Product,
      assembly, component  or  any technical data or software which violate any
      export controls or limitations  imposed by the United States or any other
      governmental authority, or to any  country for which an export license or
      other governmental approval is required  at  the  time  of export without
      first  obtaining  all  necessary  licenses and approvals and  paying  all
      duties  and  fees.  Digital  shall  provide   Jabil  with  all  licenses,
      certifications, approvals and authorizations in  order to permit Jabil to
      comply  with all import and export laws, rules and  regulations  for  the
      shipment  and  delivery of the Product. Digital shall also be responsible
      for  complying  with   any   legislation  or  regulations  governing  the
      importation  of the Product into  the  country  of  destination  and  for
      payment of any  duties thereon.  Both Parties shall otherwise comply with
      all laws, ordinances,  regulations  and  codes relating to this Agreement
      that are applicable to such Parties.

1     DESIGN SERVICES.  In the event that the Parties  agree  that  Jabil  will
      provide  design services, other than and in addition to the Manufacturing
      Design Review  Services  for  Digital,  the  terms and conditions of such
      services  shall be set forth in a mutually agreed  upon  design  services
      agreement prior to the commencement of any design services.

1     CHANGE ORDERS, RESCHEDULING AND CANCELLATION.

            1.1   CHANGES  TO  MANUFACTURING  SERVICES,  PACKAGING AND SHIPPING
                  SPECIFICATIONS AND TEST PROCEDURES. Digital  may, in writing,
                  request a change to the Manufacturing Services, Packaging and
                  Shipping  Specifications  and  Test Procedures at  any  time.
                  Jabil will analyze the requested  change  and provide Digital
                  with  an  assessment of the effect that the requested  change
                  will have on  cost,  manufacturing,  scheduling, delivery and
                  implementation.  Digital will be responsible  for  all  costs
                  associated  with  any mutually agreed upon changes.  Any such
                  change shall be documented  in  a  written  change  order and
                  shall become effective only upon mutual written agreement  of
                  both  Parties  to  the  terms  and  conditions of such change
                  order,  including changes in time required  for  performance,
                  cost and applicable delivery schedules.

            1.2   PRODUCTION   INCREASES.  Digital  may,  in  writing;  request
                  increases in production  volume of Product for an outstanding
                  Build Schedule at any time.   Jabil  will analyze the request
                  and  determine if it can meet the requested  increase  within
                  the required  Lead-time.   If Jabil can satisfy the requested
                  increase it will provide Digital  with  a  new Build Schedule
                  setting  forth  the  expected  delivery date of  the  changed
                  order.   If  Jabil  is  unable  to  satisfy  or  comply  with
                  Digital's requested increase in production  volume within the
                  requested  time  frame for delivery, Jabil will  provide  the
                  reasons  preventing   Jabil  from  satisfying  the  requested
                  increase  within five (5)  business  days  after  receipt  of
                  Digital's request.   Any such change shall be documented in a
                  written change order and  shall  become  effective  only upon
                  mutual  written  agreement  of both Parties to the terms  and
                  conditions of such change order,  including  changes  in time
                  required   for  performance,  cost  and  applicable  delivery
                  schedules.

            1.3   PRODUCT  CONFIGURATION   CHANGES   AND  ENGINEERING  CHANGES.
                  Digital may request configuration or  engineering  changes to
                  Product  in  writing  at  any  time.  Jabil will analyze  the
                  request and determine if it can  meet  the  requested changes
                  within  the  required  Lead-time.  If Jabil can  satisfy  the
                  requested change it will  provide  Digital  within  five  (5)
                  business   days   after   receipt  of  the  configuration  or
                  engineering request notice,  a  notice  of  acceptance of the
                  requested  changes  along  with  any  additional  costs   and
                  expected  changes  to delivery schedules.  If Jabil is unable
                  to satisfy or comply  with Digital's requested changes within
                  the requested time frame for delivery, Jabil will provide the
                  reasons  preventing Jabil  from  satisfying  these  requested
                  changes within  five  (5)  business  days  after  receipt  of
                  Digital's request.  Any such change(s) shall be documented in
                  writing  and  shall become effective only upon mutual written
                  agreement of both Parties of the terms and conditions of such
                  change, including  changes  in time required for performance,
                  cost and applicable delivery schedules.

            1.4   TREATMENT OF OBSOLETE/END-OF-LIFE  MATERIAL.  Upon  receiving
                  notice  from  Digital that any Product, component or assembly
                  has become obsolete  or  has reached end-of-life, Jabil will,
                  within  a  reasonable period  after  receiving  such  notice,
                  provide Digital  with  an  analysis of Digital's liability to
                  Jabil for components and materials  on  hand  or  on order to
                  manufacture such Product.  Digital's liability shall  include
                  the  price  of finished Product and  Jabil's costs (including
                  cancellation  fees  and  charges), plus applicable margin, of
                  work in progress, safety stock  components  and materials and
                  components   and  materials  on  hand  or  on  order   within
                  applicable  Lead-times.   Jabil  will  use  its  Commercially
                  Reasonable Efforts  to  minimize  such  costs  by  taking the
                  following steps:

{circle}As  soon  as  is commercially practical reduce or cancel component  and
   material orders to the extent contractually permitted.
{circle}Return  all  components  and  materials  to  the  extent  contractually
   permitted.
{circle}Make  all  Commercially  Reasonable  Efforts  to  sell  components  and
   materials to third parties.
{circle}Assist Digital  to determine whether current work in progress should be
   completed scrapped or shipped "as is".

             1.1   RESCHEDULED DELIVERY AND CANCELLATION OF ORDERS. Digital may
                   request Jabil to reschedule the delivery date for Product(s)
                   and cancel pending orders in accordance with this Section
                   10.5. Reschedules and cancellations may result in revised
                   product pricing.  The charges to Digital for deferring or
                   accelerating delivery of an order (rescheduled) or
                   cancellation of an order are as follows:

                   10.5.1 Rescheduled  Delivery.    Digital  can reschedule
specific  orders contained in Build Schedules or on individual purchase  orders
within 30 days of scheduled delivery without additional cost to Digital if such
specific orders  can  be fulfilled from Buffer Stock PCBA inventory at the time
of rescheduling of such specific orders.  Digital rescheduling orders within 30
days that cannot be fulfilled  from  Buffer Stock PCBA inventory at the time of
rescheduling of such specific orders will  require  Digital  to reimburse Jabil
for  all labor cost, lost profits and operating cost incurred as  a  result  of
rescheduling  orders.   Any  rescheduling  of  orders  30  days beyond original
delivery dates will be considered a cancellation of orders and  be  subject  to
Section  10.5.2.  In the event a rescheduling is considered a cancellation, the
number of  days prior to the delivery date for purposes of Section 10.5.2 below
shall be computed with respect to the original delivery date of the order.

                   10.5.2 Cancellation  of  Orders.   If Digital cancels an
                              order,  Digital  shall reimburse  Jabil  for  the
                              actual out-of-pocket costs incurred by Jabil that
                              were incurred as a  result of the cancelled order
                              and   not  subject  to  reassignment   or   other
                              mitigation are as follows:

                        Days prior to
                        Delivery Date
                        0~30 days
                                 {circle}100%  of all materials costs including
                                    but  not  limited   to,   restocking  fees,
                                    cancellation  fees,  non-cancellable   non-
                                    returnable   material   fees   and   costs,
                                    corporate   charges   and   finance  costs,
                                    relating to order cancellation.
                                 {circle}100% of fixed costs including  but not
                                    limited    to,   equipment   and   building
                                    expenses.
                                 {circle}100% of  variable  costs including but
                                    not limited to, direct labor  and  material
                                    handling expenses.

                        31~60 days
                                 {circle}100%  of  all  Unique Components costs
                                    including  but not limited  to,  restocking
                                    fees,  cancellation  fees,  non-cancellable
                                    non-returnable  material  fees  and  costs,
                                    corporate   charges   and   finance  costs,
                                    relating   to   order   cancellation,   for
                                    material within individual  component  lead
                                    times.
                                 {circle}75%  of  fixed costs including but not
                                    limited   to,   equipment    and   building
                                    expenses.
                                 {circle}0% of variable costs including but not
                                    limited   to,  direct  labor  and  material
                                    handling expenses.
                        61~90 days
                                 {circle}100% of  all  Unique  Components costs
                                    including  but  not limited to,  restocking
                                    fees,  cancellation  fees,  non-cancellable
                                    non-returnable  material  fees  and  costs,
                                    corporate   charges   and   finance   cost,
                                    relating   to   order   cancellation,   for
                                    material  within  individual component lead
                                    times.
                                 {circle}50% of fixed costs  including  but not
                                    limited    to,   equipment   and   building
                                    expenses.
                                 {circle}0% of variable costs including but not
                                    limited  to,   direct  labor  and  material
                                    handling expenses.
                        Greater than 90 days
                                 {circle}100% of all  Unique  Components  costs
                                    including  but  not  limited to, restocking
                                    fees,  cancellation  fees,  non-cancellable
                                    non-returnable  material  fees  and  costs,
                                    corporate  charges   and   finance   costs,
                                    relating   to   order   cancellation,   for
                                    material  within  individual component lead
                                    times.
                                 {circle}0% of fixed costs  including  but  not
                                    limited    to,   equipment   and   building
                                    expenses.
                                 {circle}0% of variable costs including but not
                                    limited  to,   direct  labor  and  material
                                    handling expenses.

            1.1   TERMINATION   CHARGES.   Upon  termination,   expiration   or
                  cancellation of  this  Agreement  for any reason, Jabil shall
                  submit      to      Digital     Jabil's     invoices      for
                  termination/cancellation  charges within (a) 60 days from the
                  effective   date   of   such   termination,   expiration   or
                  cancellation for materials and component costs and applicable
                  margin and (b) 60 days after the  end  of  the 6 month period
                  following  termination,  expiration or cancellation  for  the
                  depreciation expense on idle  equipment.  Jabil's invoice for
                  such charges shall be based upon  costs  incurred by Jabil up
                  to  the  date  of  termination,  expiration  or  cancellation
                  ("Termination  Effective  Date") and shall also  include  the
                  following: (i) costs accrued  after the Termination Effective
                  Date  but  resulting  from  such termination,  expiration  or
                  cancellation; (ii) applicable  margin  in all cases and (iii)
                  the depreciation expense, except in the  event of termination
                  due  to Jabil's default hereunder, on all equipment  used  to
                  manufacture   Product   that   remains   idle   due  to  such
                  termination, expiration or cancellation for up to  six months
                  from the date of the Termination Effective Date in accordance
                  with  U.S.  generally accepted accounting principles.   Jabil
                  will provide  to Digital all information necessary to confirm
                  the  costs,  expenses,  applicable  margin  and  depreciation
                  expenses  on  idle   equipment  sustained  by  Jabil  due  to
                  termination, expiration  or cancellation.  To the extent that
                  Jabil cannot mitigate its  costs as set forth in Section 10.7
                  below, upon cancellation, expiration  or  termination for any
                  reason,  Digital's  obligation  shall be to pay  the  charges
                  claimed by Jabil as follows:

             10.6.1The  applicable price for the Product  of  which  Jabil  has
completed manufacture prior  to  the  Termination Effective Date pursuant to an
issued Build Schedule for which payment has not been made;

             10.6.2Reimbursements for material  acquisition  costs, components,
subassemblies  and  work-in-process  at the time of Termination Effective  Date
which were purchased or ordered pursuant  to  issued  Build  Schedules or Build
Schedule Forecasts plus applicable margin;

             10.6.3Jabil's   reasonable   cancellation   costs   incurred   for
components, materials and subcontracted items that Jabil had on order on behalf
of Digital on the Termination Effective Date pursuant to issued Build Schedules
or Build Schedule Forecasts plus applicable margin;

             10.6.4Except  in  the event of termination due to Jabil's  default
hereunder,  depreciation  on  equipment   idle  up  to  six  months  after  the
Termination Effective Date; and

             10.6.5Jabil's cost of equipment  or  tooling  purchased  by  Jabil
specifically for the manufacture, test, design, or packaging of Product and any
other  services  rendered  or costs incurred by Jabil under this Agreement. All
goods for which Digital shall  have  paid 100% of Jabil's incurred cost or more
shall be held by Jabil for Didital's account  and  Digital  may arrange for its
acquisition of them on AS-IS, WHERE-IS basis.

            1.2   DUTY TO MITIGATE COSTS.  Both Parties shall,  in  good faith,
                  undertake  reasonable  measures  to  mitigate  the  costs  of
                  termination,  expiration, or cancellation.  Jabil shall  make
                  Commercially Reasonable  Efforts  to  cancel  all  applicable
                  component  and  material purchase orders and reduce component
                  inventory through return for credit programs or allocate such
                  components and materials  for  alternate  Digital programs if
                  applicable, or other customer orders provided the same can be
                  used within thirty (30) days of the termination date.

1     TERM.  The term of this Agreement shall begin on the Effective  Date  and
      shall  continue for a period of one (1) year thereafter and be subject to
      automatic  renewal  for additional one (1) year terms unless either Party
      provides the other with  written  notice  of  non-renewal  not  less than
      ninety  (90)  days prior to the end of the current term.  Notwithstanding
      the foregoing, Sections 4.1, 4.2, 4.3, 4.6, 5, 6, 7, 8, 10.4, 10.5, 10.6,
      10.7, 11, 12.4,  13,  14,  15, 16, 17, 19 and 21 herein shall survive the
      expiration, cancellation or termination of this Agreement.

1     TERMINATION. This Agreement may be terminated as follows:

            1.1   TERMINATION  FOR   CONVENIENCE.    This   Agreement   may  be
                  terminated at any time upon the mutual written consent of the
                  Parties  or  upon  the  date  for  termination set forth in a
                  written notice given by one Party to  the other not less than
                  ninety (90) days prior to such date.

            1.2   TERMINATION  FOR  CAUSE.   Either  Party may  terminate  this
                  Agreement based on the material breach  by the other Party of
                  the terms of this Agreement, provided that  the Party alleged
                  to  be  in  material  breach receives written notice  setting
                  forth the nature of the  breach  at  least  thirty  (30) days
                  prior to the intended termination date. During such time  the
                  Party  in  material breach may cure the alleged breach and if
                  such breach  is  cured within such thirty (30) day period, no
                  termination will occur  and  this  Agreement will continue in
                  accordance with its terms.  If such  breach  shall  not  have
                  been cured, termination shall occur upon the termination date
                  set forth in such notice.

            1.3   TERMINATION FOR BANKRUPTCY/INSOLVENCY. Upon the happening  of
                  any  of  the  following  events with respect to a Party, this
                  Agreement may be terminated immediately:

                        1.3.1 The appointment  of  a  receiver  or custodian to
                              take possession of any or all of the  assets of a
                              Party,  or should a Party make an assignment  for
                              the benefit  of  creditors, or should there be an
                              attachment, execution,  or other judicial seizure
                              of  all  or a substantial portion  of  a  Party's
                              assets, and such attachment, execution or seizure
                              is not discharged within thirty (30) days.

                        1.3.2 A Party becomes  a  debtor, either voluntarily or
                              involuntarily,  under  Title  11  of  the  United
                              States Code or any  other similar law and, in the
                              case   of   an   involuntary   proceeding,   such
                              proceeding is not  dismissed  within  thirty (30)
                              days of the date of filing.


                        1.3.3 The  dissolution  or termination of the existence
                              of a Party whether  voluntarily,  by operation of
                              law or otherwise.

            1.4   TERMINATION  CONSEQUENCES.   If this Agreement is  terminated
                  for any reason, Digital shall  not be excused from performing
                  its obligations under this Agreement  with respect to payment
                  of all  monies then-due Jabil hereunder including fees, costs
                  and  expenses  incurred  by  Jabil, up to and  including  the
                  Termination Effective Date.

2  CONFIDENTIALITY.

            2.1   CONFIDENTIALITY OBLIGATIONS In order to protect both Parties'
                  Proprietary Information and Technology the Parties agree that
                  each Party shall use the same  degree  of  care,  but no less
                  than  a  reasonable  degree of care, as such Party uses  with
                  respect  to  its  own  similar  information  to  protect  the
                  Proprietary Information and Technology of the other Party and
                  to  prevent  any  use  of  the   other   Party's  Proprietary
                  Information  and Technology other than for  the  purposes  of
                  this Agreement.  This Section 13 imposes no obligation upon a
                  Party  with  respect   to   the   other  Party's  Proprietary
                  Information and Technology which (a)  was known to such Party
                  before receipt from the disclosing Party;  (b)  is or becomes
                  publicly  available through no fault of the receiving  Party;
                  (c) is rightfully  received  by  the  receiving  Party from a
                  third  party  without  a  duty  of  confidentiality;  (d)  is
                  independently  developed  by  the  receiving Party without  a
                  breach of this Agreement; (e) is disclosed  by  the receiving
                  Party  with the disclosing Party's prior written approval  or
                  (f) is disclosed  by  the  disclosing  Party to a third party
                  without  imposing  a  duty of confidentiality  on  the  third
                  party.  If a Party is required  by a government body or court
                  of  law to disclose Proprietary Information  and  Technology,
                  then  such  Party  agrees  to give the other Party reasonable
                  advance notice so that the other  Party may seek a protective
                  order or otherwise contest the disclosure.

            2.2   EMPLOYEES, AGENTS AND REPRESENTATIVES.  Each Party represents
                  and warrants to the other that it has  adopted  policies  and
                  procedures  with  respect  to  the  receipt and disclosure of
                  confidential  or  proprietary  information,   such   as   the
                  Proprietary  Information  and Technology, with its employees,
                  agents   and   representatives.    Each   Party   shall   use
                  Commercially  Reasonable   Efforts   to  cause  each  of  its
                  employees, agents and representatives to maintain and protect
                  the   confidentiality   of  the  other  Party's   Proprietary
                  Information and Technology.

            2.3   TERM  AND  ENFORCEMENT. The  confidentiality  obligation  set
                  forth in this  Agreement shall be observed during the term of
                  the Agreement and  for a period of three  (3) years following
                  the termination of this  Agreement.  Each  Party acknowledges
                  that  a  breach  of any of the terms of this Section  13  may
                  cause the non-breaching  Party  irreparable damage, for which
                  the  award  of  damages would not be  adequate  compensation.
                  Consequently, the non-breaching Party may institute an action
                  to enjoin the breaching  Party  from  any  and  all  acts  in
                  violation   of   those  provisions,  which  remedy  shall  be
                  cumulative and not exclusive, and shall be in addition to any
                  other relief to which the non-breaching Party may be entitled
                  at law or in equity.  Such remedy shall not be subject to the
                  arbitration provisions set forth in Section 21.11.

            2.4   RETURN OF PROPRIETARY  INFORMATION  AND TECHNOLOGY.  Upon the
                  termination, cancellation or expiration of this Agreement all
                  Proprietary Information and Technology  shall,  upon  written
                  request,  be  returned  to  the  respective  Party, or at the
                  respective  Party's  discretion,  destroyed by the  receiving
                  Party; provided, however, that Digital  shall  have the right
                  to  retain all Jabil Existing Intellectual Property  licensed
                  by Jabil  to  Digital  pursuant  to  the terms of the license
                  granted in Section 14.1.

3     INTELLECTUAL PROPERTY RIGHTS; ASSIGNMENT.

            3.1   JABIL EXISTING INTELLECTUAL PROPERTY.  Jabil shall retain all
                  right, title and ownership to any Jabil Existing Intellectual
                  Property  that  is  incorporated  into any  Product  that  is
                  prepared as part of the Manufacturing  Services or as part of
                  any  other work provided pursuant to this  Agreement  or  any
                  other related agreement executed by the Parties.

Upon full payment of all  monies  due  and  owing  under  this Agreement, Jabil
shall grant to Digital a worldwide, non-exclusive, fully paid-up,  royalty free
right  and license to use, sell, and distribute the Jabil Existing Intellectual
Property only insofar as is required for Digital to use, sell or distribute the
Product  provided  as  part  of  the  Manufacturing Services performed by Jabil
pursuant to this Agreement.

            3.2   JABIL CREATED INTELLECTUAL  PROPERTY.  Jabil shall retain all
                  right, title and ownership to  any Jabil Created Intellectual
                  Property  that  is  incorporated into  any  Product  that  is
                  prepared as part of the  Manufacturing  Services  or into any
                  other  work provided pursuant to this Agreement or any  other
                  related agreement executed by the Parties.  Upon full payment
                  of all monies due and owing under this Agreement, Jabil shall
                  assign to Digital all right, title and interest in and to the
                  Jabil Created  Intellectual Property upon delivery of Product
                  to  Digital incorporating  such  Jabil  Created  Intellectual
                  Property.   Digital  hereby grants to Jabil a worldwide, non-
                  exclusive, fully paid-up,  royalty-free  right and license in
                  and  to  the  Product  and  the  Jabil  Created  Intellectual
                  Property.

4     MANUFACTURING  RIGHTS. In consideration of the transfer by Jabil  of  the
      rights to the Jabil Intellectual Property, Digital grants Jabil exclusive
      manufacturing rights  for  one  hundred  percent  (100%)  of the Products
      listed in Schedule 1.  These manufacturing rights shall remain  exclusive
      for the term of this Agreement unless the Parties mutually agree that the
      term   of  manufacturing  exclusivity  shall  be  for  a  shorter  period
      specifically  set  forth  in  any other related agreement executed by the
      Parties.  In the event that manufacturing  is subsequently transferred to
      a third party, Digital and Jabil shall mutually  agree upon the terms and
      conditions of such transfer, and use Commercially  Reasonable  Efforts to
      facilitate such transfer. Digital grants Jabil the first right of refusal
      to  exclusive  manufacturing  rights  for  one hundred percent (100%)  of
      Digital's  products  not  listed in Schedule 1  that  contain  any  Jabil
      Intellectual  Property,  and/or   any   Digital   product   containing  a
      "derivative"  of  the  Jabil Intellectual Property.  For the purposes  of
      this Agreement, a derivative  is  defined  as  "a design that is based in
      full or in part on the Jabil Intellectual Property".  These manufacturing
      rights shall remain exclusive for the term of this Agreement.

5     INDEMNIFICATION.

      16.1  DIGITAL  WARRANTY  AND  INDEMNIFICATION.  Digital   represents  and
warrants  that  it  has conducted, and will conduct, all patent, trademark  and
copyright  searches  necessary   to   identify   and   evaluate  any  potential
infringement claims with respect to the Product.  Except  to  the  extent  that
Digital  is  entitled to indemnification from Jabil as provided in Section 16.2
below, Digital  agrees  to  indemnify, defend and hold Jabil and its employees,
Subsidiaries, Affiliates, successors  and assigns harmless from and against all
claims, damages, losses, costs and expenses, including attorneys' fees, arising
from  any  third  party  claims  asserted  against  Jabil  and  its  employees,
Subsidiaries, Affiliates, successors and assigns,  that are based in part or in
whole  on  any  of  the  following:  (a)  Specifications,  Digital  Proprietary
Information  and  Technology, any Product, or any information,  technology  and
processes supplied  and/or approved by Digital or otherwise required by Digital
of Jabil; and (b) that  any  item  in  subsection (a) infringes or violates any
patent, copyright or other intellectual  property  right  of a third party, and
(c) design or product liability alleging that any item in subsection  (a)   has
caused or will in the future cause damages of any kind.

      16.2  INDEMNIFICATION  BY  JABIL.  Jabil  agrees to indemnify, defend and
hold  Digital  and  its  employees,  Subsidiaries, Affiliates,  successors  and
assigns  harmless  from and against all  claims,  damages,  losses,  costs  and
expenses, including  attorneys'  fees,  arising  from  any  third  party claims
asserted   against   Digital   and  its  employees,  Subsidiaries,  Affiliates,
successors and assigns, solely arising  out  of  or  resulting  from:  (a)  the
methods  and  processes utilized by Jabil in the provision of the Manufacturing
Services under  this  Agreement,  that  are not essential to Jabil's compliance
with the Specifications, and (b) that any  item  in subsection (a) infringes or
violates any patent, copyright or other intellectual  property right of a third
party.

      16.3  INDEMNIFICATION   PROCEDURES.   Promptly  after   receipt   by   an
indemnified party of a notice of  any  third party claim or the commencement of
any action, such indemnified party must:   (a) notify the indemnifying party in
writing of any such claim; (b) provide the indemnifying  Party  with reasonable
assistance  to  settle  or  defend such claim, at the indemnifying party's  own
expense; and (c) grant to the  indemnifying  party  the  right  to  control the
defense  and/or  settlement  of  such  claim,  at the indemnifying party's  own
expense;  provided,  however,  that:  (i) the failure  to  so  notify,  provide
assistance and grant authority and control  shall only relieve the indemnifying
party  of  its  obligation to the indemnified party  to  the  extent  that  the
indemnifying party  is  prejudiced  thereby;  (ii) the indemnifying party shall
not,  without  the  indemnified  party's  consent  (such   consent  not  to  be
unreasonably withheld or delayed), agree to any settlement which: (x) makes any
admission on behalf of the indemnified party; or (y) consents to any injunction
against  the  indemnified party (except an injunction relating  solely  to  the
indemnified party's continued use of any infringing Jabil Intellectual Property
or the Propriety  Information  and  Technology  of either party); and (iii) the
indemnified party shall have the right, at its expense,  to  participate in any
legal proceeding to contest and defend a claim and to be represented  by  legal
counsel of its choosing, but shall have no right to settle a claim without  the
indemnifying  party's  written  consent,  provided  that  if  such  counsel  is
necessary  because  of  a  conflict  of  interest  between the Parties or their
counsel  or  because  the  indemnifying party does not assume  control  of  the
defense of a claim for which  the  indemnifying party is obligated to indemnify
the other Party hereunder, the indemnifying party shall bear such expense.

6     RELATIONSHIP OF PARTIES. Jabil shall perform its obligations hereunder as
      an independent contractor.  Nothing  contained  herein shall be construed
      to imply a partnership or joint venture relationship between the Parties.
      The Parties shall not be entitled to create any obligations  on behalf of
      the other Party, except as expressly contemplated by this Agreement.  The
      Parties will not enter into any contracts with third parties in  the name
      of the other Party without the prior written consent of the other Party.

7     INSURANCE.  Each  Party will keep its business and properties insured  at
      all times against such risks for which insurance is usually maintained by
      reasonably prudent  Persons  engaged  in  a  similar  business (including
      insurance  for  force  majeure  events  and other hazards, and  insurance
      against  liability  on  account  of damage to  Persons  or  property  and
      insurance  under  all  applicable  workman's   compensation   laws).  The
      insurance  maintained  shall  be in such monies and with such limits  and
      deductibles usually carried by  Persons  engaged in the same or a similar
      business. Jabil shall maintain insurance coverage  on  any  Buffer  Stock
      owned  by  Digital  while  on  Jabil's premises in an amount equal to the
      replacement value of such Buffer Stock.

8     PUBLICITY. Without the consent of  the  other  Party, neither Party shall
      refer to this Agreement in any publicity or advertising  or  disclose  to
      any  third  party any of the terms of this Agreement. Notwithstanding the
      foregoing neither  Party  will be prevented from, at any time, furnishing
      any information to any governmental  or  regulatory authority which it is
      by law, regulation, rule or other legal process  obligated to disclose or
      to its attorneys and accountants.  A Party may disclose  the existence of
      this Agreement and its terms to its suppliers, customers and  others only
      to the extent necessary to perform its obligations and enforce its rights
      hereunder.

9     FORCE  MAJEURE. Neither Party will be liable for any delay in performing,
      or for failing  to  perform,  its obligations under this Agreement (other
      than the payment of money) resulting from any cause beyond its reasonable
      control  including, acts of God;  blackouts;  power  failures;  inclement
      weather; fire;  explosions;  floods;  hurricanes; tornadoes; earthquakes;
      epidemics;  strikes;  work  stoppages;  labor,   component   or  material
      shortages;   slow-downs;   industrial   disputes;   sabotage;  accidents;
      destruction of production facilities; riots or civil  disturbances;  acts
      of  government  or  governmental  agencies,  including  changes in law or
      regulations that materially and adversely impact the Party; provided that
      the Party affected by such event promptly notifies (in no event more than
      ten (10) business days of discovery of the event) the other  Party of the
      event.   If  the  delays  caused by the force majeure conditions are  not
      cured within sixty (60) days  of  the  force  majeure  event, then either
      Party  may  immediately  terminate  this Agreement. Termination  of  this
      Agreement  pursuant  to  this  Section  20  shall  not  affect  Digital's
      obligation to pay Jabil, as set forth herein.


10    MISCELLANEOUS.

            10.1  NOTICES.  All notices, demands  and other communications made
                  hereunder shall be in writing and  shall  be  given either by
                  personal delivery, by nationally recognized overnight courier
                  (with  charges prepaid), by facsimile or EDI (with  telephone
                  confirmation)  addressed  to  the  respective  Parties at the
                  following addresses:

      Notice to Jabil:  Jabil Circuit, Inc.
                        10560 9th Street North
                        St. Petersburg, FL 33716
                        Facsimile: (      )
                        Attn:

      with a copy to:   Jabil Circuit, Inc.
                        10560 9th Street North
                        St. Petersburg, FL 33716
                        Facsimile: (727) 803-3352
                        Attn: General Counsel

      Notice to Digital:Digital Lightwave, Inc.
                        15550 Lightwave Drive,
                        Clearwater, Florida
                        Facsimile:(      )
                        Attn:


      with a copy to:



                        Attn:



            10.2  AMENDMENT.   No course of dealing between the Parties  hereto
                  shall be effective  to amend, modify, or change any provision
                  of  this  Agreement.  This  Agreement  may  not  be  amended,
                  modified, or changed in any respect except by an agreement in
                  writing signed by the Party against whom such change is to be
                  enforced.  The Parties may, subject to the provisions of this
                  Section 21.2,  from  time  to  time,  enter into supplemental
                  written agreements for the purpose of adding  any  provisions
                  to  this  Agreement or changing in any manner the rights  and
                  obligations  of  the  Parties  under  this  Agreement  or any
                  Schedule  hereto.   Any  such  supplemental written agreement
                  executed by the Parties shall be binding upon the Parties.

            10.3  PARTIAL  INVALIDITY.  Whenever possible,  each  provision  of
                  this Agreement  shall  be  interpreted in such a way as to be
                  effective and valid under applicable  law.  If a provision is
                  prohibited by or invalid under applicable  law,  it  shall be
                  ineffective  only  to  the  extent  of  such  prohibition  or
                  invalidity,   without  invalidating  the  remainder  of  such
                  provision or the remaining provisions of this Agreement.

            10.4  MONIES.  All references  to monies in this Agreement shall be
                  deemed to mean lawful monies of the United States of America.

            10.5  ENTIRE  AGREEMENT.  This Agreement,  the  Schedules  and  any
                  addenda attached hereto  or referenced herein, constitute the
                  complete and exclusive statement  of  the  agreement  of  the
                  Parties with respect to the subject matter of this Agreement,
                  and   replace   and   supersede   all  prior  agreements  and
                  negotiations   by  and  between  the  Parties.   Each   Party
                  acknowledges and  agrees that no agreements, representations,
                  warranties or collateral  promises  or  inducements have been
                  made by any Party to this Agreement except  as  expressly set
                  forth  herein  or  in the Schedules and any addenda  attached
                  hereto or referenced  herein, and that it has not relied upon
                  any other agreement or  document,  or any verbal statement or
                  act in executing this Agreement.  These  acknowledgments  and
                  agreements  are  contractual  and  not mere recitals.  In the
                  event  of any inconsistency between the  provisions  of  this
                  Agreement and any Schedule and any addenda attached hereto or
                  referenced  herein,  the  provisions  of this Agreement shall
                  prevail  unless  expressly stipulated otherwise,  in  writing
                  executed by the Parties. Pre-printed language on each Party's
                  forms, including purchase  orders,  shall not constitute part
                  of this Agreement and shall be deemed unenforceable.

            10.6  ASSIGNMENT; BINDING EFFECT.  This Agreement  shall be binding
                  on  the  Parties and their successors and permitted  assigns;
                  provided,  however, that neither Party shall assign, delegate
                  or transfer,  in  whole  or in part, this Agreement or any of
                  its rights or obligations arising hereunder without the prior
                  written consent of the other  Party. Any purported assignment
                  without such consent shall be null and void.  Notwithstanding
                  the  foregoing, Jabil shall have  the  right  to  assign  its
                  rights  to receive monies hereunder without the prior written
                  consent of Digital.

            10.7  WAIVER.   Waiver  by  either  Party  of  any  breach  of  any
                  provision  of  this  Agreement  shall not be considered as or
                  constitute  a continuing waiver or  a  waiver  of  any  other
                  breach of the same or any other provision of this Agreement.

            10.8  CAPTIONS.  The  captions  contained  in  this  Agreement  are
                  inserted  only as a matter of convenience or reference and in
                  no way define,  limit,  extend  or describe the scope of this
                  Agreement or the intent of any of its provisions.

            10.9  SECTION REFERENCES.  All references  to Sections or Schedules
                  shall  be  deemed  to  be  references  to  Sections  of  this
                  Agreement and Schedules attached to this Agreement, except to
                  the  extent  that any such reference specifically  refers  to
                  another document.  All references to Sections shall be deemed
                  to also refer to all subsections of such Sections, if any.

            10.10 BUSINESS DAY.  If any time period set forth in this Agreement
                  expires upon a  Saturday,  Sunday  or U.S. national, legal or
                  bank holiday, such period shall be extended  to  and  through
                  the next succeeding business day.

            10.11 DISPUTE RESOLUTION

                        10.11.1The  Parties  shall  use  good  faith efforts to
                              resolve  disputes,  within  twenty (20)  business
                              days  of  notice of such dispute.   Such  efforts
                              shall include  escalation  of such dispute to the
                              corporate officer level of each Party.

                        10.11.2If the Parties cannot resolve  any  such dispute
                              within said twenty (20) business day period,  the
                              matter  shall  be  submitted  to  arbitration for
                              resolution.   Arbitration  will  be initiated  by
                              filing  a  demand at the Tampa, Florida  regional
                              office of the  American  Arbitration  Association
                              ("AAA").

                        10.11.3Disputes will be heard and determined by a panel
                              of three arbitrators. Each Party will appoint one
                              arbitrator to serve on the panel. A third neutral
                              arbitrator  will  be  appointed  by the AAA.  All
                              arbitrators must have significant  experience  in
                              resolving     disputes    involving    electronic
                              manufacturing and design services.
                        10.11.4Within fifteen  (15) business days following the
                              selection of the arbitrators,  the  Parties shall
                              present  their  claims  to  the  arbitrators  for
                              determination. Within ten (10) business  days  of
                              the  presentation of the claims of the Parties to
                              the arbitrators,  the  arbitrators  shall issue a
                              written  opinion.  To  the extent the matters  in
                              dispute are provided for  in  whole or in part in
                              this Agreement, the arbitrator  shall be bound to
                              follow such provisions to the extent  applicable,
                              including  any  limitation  of  remedies. In  the
                              absence of fraud, gross misconduct or an error in
                              law  appearing on the face of the  determination,
                              order  or  award  issued  by  the arbitrator, the
                              written decision of the arbitrator shall be final
                              and  binding  upon  the  Parties. The  prevailing
                              Party  in  the  arbitration proceeding  shall  be
                              entitled  to recover  its  reasonable  attorneys'
                              fees, costs and expenses including travel-related
                              expenses.   Notwithstanding the foregoing, either
                              Party may seek equitable remedies in any court of
                              competent    jurisdiction    to    protect    its
                              intellectual  property   rights   or  Proprietary
                              Information and Technology.

            10.12 COUNTERPARTS. This Agreement may be executed by facsimile and
                  delivered in one or more counterparts, each of which shall be
                  deemed  to  be an original and all of which, taken  together,
                  shall be deemed to be one agreement.

            10.13 GOVERNING  LAW  AND  JURISDICTION.  This  Agreement  and  the
                  interpretation  of its terms shall be governed by the laws of
                  the State of Florida, without application of conflicts of law
                  principles. The provisions  of  the United Nations Convention
                  on Contracts for the International  Sale  of  Goods shall not
                  apply to this Agreement.

            10.14 ATTORNEYS' FEES AND COSTS. In the event that attorneys'  fees
                  or other costs are incurred to enforce payment or performance
                  of  any obligation, agreement or covenant between the Parties
                  or to  establish  damages  for  the breach of any obligation,
                  agreement or covenant under this  Agreement, or to obtain any
                  other appropriate relief under this Agreement, whether by way
                  of  prosecution  or defense, the prevailing  Party  shall  be
                  entitled to recover  from  the  other  Party  its  reasonable
                  attorneys'  fees and costs, including any appellate fees  and
                  the costs, fees  and  expenses incurred to enforce or collect
                  such judgment or award and any other relief granted.

            10.15 CONSTRUCTION. Since both Parties have engaged in the drafting
                  of this Agreement, no presumption of construction against any
                  Party shall apply.

            10.16 OTHER DOCUMENTS. The Parties  shall take all such actions and
                  execute all such documents that may be necessary to carry out
                  the purposes of this Agreement,  whether  or not specifically
                  provided for in this Agreement.



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<PAGE>



IN WITNESS WHEREOF, the Parties have caused this Agreement to  be  executed  by
their duly authorized representatives.

DIGITAL LIGHTWAVE, INC.                          JABIL CIRCUIT, INC.



By:   \s\ JAMES R GREEN                    By:   \s\ MARK CASE
      Signature                                  Signature

Name:    James R. Green                    Name: Mark Case
      (Print)                                    (Print)

Title:EVP Operations                       Title:Business Unit Manager



JBL011                                        Manufacturing Services Agreement

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<PAGE>

                                  SCHEDULE 1
                      TO MANUFACTURING SERVICES AGREEMENT
                           BETWEEN JABIL AND DIGITAL




                               STATEMENT OF WORK


{circle}PRODUCT DESCRIPTION:


{circle}SPECIFICATIONS:


{circle}NRE COSTS:


{circle}COMPONENTS AND MATERIALS REQUIREMENTS:


{circle}TEST PROCEDURES:


{circle}PACKAGING AND SHIPPING SPECIFICATIONS:


{circle}SUPPLIERS DESIGNATED BY DIGITAL:




JBL011                                        Manufacturing Services Agreement

                                    Page #