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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K





(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|- | ----------------------------------------------------

| | SECURITIES | EXCHANGE ACT OF 1934
| | ---------- | --------------------

For the fiscal year ended
December 31, 2007

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
                    to

Commission File Number: 001-31770





Digital Lightwave, Inc.

(Exact name of Registrant as specified in its charter)







|                                         |  |                    
|---------------------------------------- |  | -------------------
|Delaware                                 |  | 95-4313013         
|(State or Other Jurisdiction of          |  | (I.R.S. Employer   
|Incorporation or Organization)           |  | Identification No.)
|                                         | 
|5775 Rio Vista Drive Clearwater, Florida |  | 33760              
|(Address of principal executive offices) |  | (Zip Code)         

Registrants telephone number, including area code: (727) 442-6677

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.0001 par value per share





Indicate by check mark if the
Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x

Indicate by check mark whether Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
periods that Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Report or any amendment to this Form 10-K.   ̈

Indicate by check mark
whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer   ̈    Accelerated Filer   ̈    Non-Accelerated Filer  x    Smaller
Reporting Company  x

Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x

The aggregate market value of Registrants voting and non-voting common equity held by non-affiliates as of the last business day of the
Registrants most recently completed second fiscal quarter, June 30, 2007, was approximately $4,090,595 based on the last-sale price of $0.18 for shares of the Registrants Common Stock on such date as reported by the OTC Bulletin
Board. Shares of Common Stock held by each officer, director and holder of 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

The number of shares of Registrants Common Stock issued and outstanding as of
March 14, 2008, was 255,485,347.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the Annual Meeting of Stockholders, which will be filed within 120 days after the close of the
Registrants fiscal year ended December 31, 2007, are incorporated by reference into Part III.









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FORM 10-K

For the Year Ended December 31, 2007

Index



|         |  |                                                                                                             |  |     
|-------- |  | ----------------------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                             |  | Page
|         |  | PART I                                                                                                      |  |     
|Item 1.  |  | Business                                                                                                    |  | 1   
|Item 1A. |  | Risk Factors                                                                                                |  | 7   
|Item 1B. |  | Unresolved Staff Comments                                                                                   |  | 16  
|Item 2.  |  | Properties                                                                                                  |  | 16  
|Item 3.  |  | Legal Proceedings                                                                                           |  | 16  
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                         |  | 16  
|         |  |                                                                                                            
|         |  | PART II                                                                                                     |  |     
|Item 5.  |  | Market for Registrants Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 17  
|Item 6.  |  | Selected Financial Data                                                                                     |  | 19  
|Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                       |  | 20  
|Item 7A. |  | Quantitative and Qualitative Disclosures about Market Risk                                                  |  | 30  
|Item 8.  |  | Consolidated Financial Statements and Supplementary Data                                                    |  | 31  
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                        |  | 31  
|Item 9A. |  | Controls and Procedures                                                                                     |  | 31  
|Item 9B. |  | Other Information                                                                                           |  | 32  
|         |  |                                                                                                            
|         |  | PART III                                                                                                    |  |     
|Item 10. |  | Directors, Executive Officers, and Corporate Governance                                                     |  | 33  
|Item 11. |  | Executive Compensation                                                                                      |  | 33  
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters              |  | 33  
|Item 13. |  | Certain Relationships and Related Transactions and Director Independence                                    |  | 33  
|Item 14. |  | Principal Accountant Fees and Services                                                                      |  | 33  
|         |  |                                                                                                            
|         |  | PART IV                                                                                                     |  |     
|Item 15. |  | Exhibits and Financial Statement Schedules                                                                  |  | 34  



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PART I

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to future
events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expect, plan, anticipate, believe, estimate, predict, potential or continue, the negative of terms like
these or other comparable terminology. Additionally, statements concerning future matters such as the development of new products, enhancements or technologies, possible changes in legislation and other statements regarding matters that are not
historical are forward-looking statements. These statements are only predictions. These statements involve known and unknown risks and uncertainties and other factors that may cause actual events or results to differ materially from the results and
outcomes discussed in the forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date of filing, and we assume no obligation to update any such forward-looking statements,
except as required by law. In evaluating these statements, you should specifically consider various factors, including the risks outlined under the caption Risk Factors set forth in Item 1A and those contained from time to time in
our other filings with the SEC. We caution you that our business and financial performance are subject to substantial risks and uncertainties.



|Item 1. | Business
|------- | --------

Recent Events

On April 4, 2008, Digital Lightwave, Inc. (the Company) and Optel Capital, LLC (Optel) entered into a Credit and
Restructuring Agreement (the Credit Agreement) pursuant to which (a) the Companys existing indebtedness owed to Optel, consisting of approximately $28.0 million of principal, that bore interest at 10% per annum, and
accrued interest thereon of approximately $7.7 million, all of which was due and payable upon demand by Optel, was restructured and (b) Optel agreed to make a $2.5 million revolving credit facility available to the Company. Optel is controlled
by Dr. Bryan J. Zwan, the Companys largest stockholder and chairman of the board of directors. The Credit Agreement was approved by the Companys board of directors upon the unanimous recommendation of a special committee of the
board comprised solely of independent directors.

Pursuant to the Credit Agreement, the restructured indebtedness is evidenced by a new
secured convertible promissory note in the principal amount of approximately $35.7 million (the Restated Note), and the revolving credit facility is evidenced by an additional secured convertible promissory note in the principal amount
of $2.5 million (the New Commitment Note and, together with the Restated Note, the Notes). The Notes bear interest at a rate equal to London Interbank Offered Rate (LIBOR) plus 1.0% per annum and are secured
by substantially all the Companys assets pursuant to an amended and restated security agreement. Each of the Notes requires quarterly payments of interest commencing on June 30, 2008, and matures on March 31, 2010.

With the restructuring of the debt and the addition of the $2.5 million credit facility we plan to expand our sales force and develop new product
offerings. We also expect to use the new credit facility for working capital and other general corporate purposes.

Overview

Digital Lightwave, Inc. provides the global fiber-optic communications industry with products and technology used to develop, install, maintain, monitor
and manage fiber-optic communication networks. Telecommunications service providers, owners of private networks (utilities, government and large enterprises) and equipment manufacturers deploy our products to provide quality assurance and ensure
optimum performance of advanced optical communications networks and network equipment. Our products are sold worldwide to telecommunications service providers, owners of private networks (utilities, government and large enterprises),
telecommunications equipment manufacturers, equipment leasing companies and international distributors.



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Our revenue has been generated primarily from the sale of products from our original product line, the
Network Information Computers (NIC). NICs are portable instruments used for the installation and maintenance testing of advanced, high-speed networks and transmission equipment. The NIC product family provides diagnostic capabilities for testing the
performance of both optical and legacy electrical networks with an array of communications standards and transmission rates.

Our product
lines also include the Network Access Agent (NAA) and the Optical Wavelength Manager (OWM). NAAs are unattended, software-controlled, performance monitoring and diagnostic systems permanently installed within optical-based networks, allowing
centralized remote network monitoring and management. The OWM is a monitoring system for Dense-Wavelength Division Multiplexing (DWM) networks that remotely monitors up to eight optical fibers providing fast and highly accurate analysis of optical
wavelengths for troubleshooting and predictive analysis.

For the year ended, December 31, 2007 we realized an operating profit, which
was enabled by cost reductions instituted in 2006 and product improvements. We added multiple licensable features to our product, which are sold separately and provide additional margin, as well as making our products more competitive. Another
highlight is the development of the NIC 40G, a portable 40/43Gb SONET/SDH/OTN test system. We improved our operations by implementing a new software system for accounting and manufacturing to provide prediction and control over our material needs.

Digital Lightwave, Inc. was incorporated in California in 1990 and reincorporated in Delaware in 1996. Unless the context indicates
otherwise, the Company, we, our, and Digital Lightwave, as used in this Report, refer to Digital Lightwave, Inc., a Delaware corporation, and its predecessor entity. Our principal executive offices are
located at 5775 Rio Vista Drive, Clearwater, Florida, 33760, and the telephone number is (727) 442-6677. The Digital Lightwave web site address is www.lightwave.com.

Industry

The telecommunications industry has experienced a modest stabilization after an abrupt halt
of new investment and network expansion projects in 2002 through mid 2005. Consolidation, mergers and acquisitions, and business failures have resulted in fewer service providers competing for global market share, resulting in a significantly more
stable market environment into which the Company sells its products and technologies. The bandwidth installed from 1997  2001 has been utilized and carriers are being forced to add capacity. Additionally, announcements by major local access
providers in North America have provided a new catalyst for the fiber optic networking industry through the planned expansion of fiber to the home (FTTH), fiber to the premise (FTTP) as well as a variety of combined fiber build outs matched to
communities specific existing local loop infrastructure, collectively known as (FTTx). Multi-year FTTx projects have begun in several regions of the United States. Whereas well-established network infrastructure exists in North America,
leading to a slowdown in new development, aggressive network build outs in international markets are ongoing and will facilitate the use and implementation of a group of loosely related technologies known as Next Generation (NextGen) technologies.
NextGen technologies facilitate efficient usage of the SONET/SDH bandwidth and though applicable in the United States, its adoption would force the upgrade of existing terminal equipment which carriers are reluctant to do. However, in certain
developing international markets where there is no installed base to replace, carriers will generally opt to deploy NextGen.

The 40G
market is emerging as a result of the increasing demand for bandwidth. Providing a cost-effective path to increase bandwidth without adding additional fiber, several 40G networks have been deployed throughout the world, and
significant new deployments are expected in 2008 and 2009. The 40G market is expected to increase at least for the next three to five years at which time reasonably priced 100G and 100GigE products will overtake 40G. All major network
equipment vendors are developing 40G transport equipment. The market for 40G test instruments includes equipment manufacturers (for research and development as well as field implementation), network providers and government.



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The Digital Lightwave Solution

Digital Lightwave provides products and technologies that are designed to support networking technologies used worldwide. The Company embraces the most advanced networking standards, and has designed its flagship
product, the NIC, with a flexible architecture in anticipation of a continual upgrade path as new technologies are developed, standardized and brought to market.

The Company designs and manufactures its products in portable and embedded form factors to serve its varied customer types. Portable products are lightweight, self-contained test instruments that are used for field
applications such as network diagnostics, maintenance and troubleshooting. The Company provides the same technologies in a rack-mountable product offering, designed for deployment at key points throughout the network, namely at central offices (CO),
data centers, and co-location facilities. The rack-mounted equipment provides for remote monitoring from a centralized network management console residing at the service providers Network Operations Center (NOC). Having remotely-deployed
equipment allows service providers to monitor and manage their network on a full-time basis, thereby optimizing labor resources and minimizing the time and expense of diagnosis and resolution of network emergencies and repairs.

Digital Lightwave products are also applicable to laboratory and manufacturing applications. Network equipment manufacturers use our products during the
research and development phase to ensure new equipment performs to designed specifications and conforms to international standards. Service providers and private network operators use Digital Lightwave products in the laboratory environment to
confirm network equipment functionality, compatibility and conformance to international standards. The Companys products are also used to confirm functionality as part of the manufacturing process for network equipment providers throughout the
world.

Products and Services

Network Installation
and Maintenance Products

Consisting primarily of the Companys original product line of Network Information Computers (NIC), our
Network Installation and Maintenance Products include portable test devices used by network technicians. These devices provide a compact, lightweight, and easy-to-use product offering significant functionality.

The NIC (i) is an integrated test instrument that is capable of analyzing multiple protocols concurrently and independently; (ii) utilizes an
intuitive Microsoft Windows-based Graphical User Interface (GUI) with a touch sensor display to create an easy-to-use diagnostic tool; and (iii) is a software-based solution that can be easily upgraded and customized.

These products are based on modular and scalable hardware and software platforms with a flexible architecture that allow customers to easily upgrade
existing systems to accommodate new technologies and thereby preserve the value of their original investment. We are utilizing the core technology within our NIC product line to continue developing portable and embedded products that address the
evolving needs of the optical networking industry. Current platforms include:



| |  |  | NIC 2.5G®, NIC 10G®, NIC 40G, NIC NXG and NIC GigE are small units that accommodate two modules. They offer lightweight portability and ease of use through a 10.4 color touch-screen. NIC 2.5G®
NIC 10G® and NIC 40G provide SONET/SDH/OTN test capability while NIC GigE provides Ethernet test capability. NIC NXG supports SONET/SDH in its standard configuration but can be upgraded with Test Options to add Ethernet and
other capabilities, providing converged telecom and datacom testing in a single platform.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | NIC Plus®/NIC Plus NXG®is a larger scalable testing platform that accommodates up to five test modules. The slightly bigger platform offers a 12.1 color touch-screen with the same easy-to-use GUI as the smaller NIC platforms,
but provides the space and power for multiple modules or Jitter/Wander measurement capability up to 10Gbps.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | NIC EP® is an embedded platform
designed for remotely operated embedded testing. It is mounted in a 19 or 23 equipment rack and accommodates up to 5 test modules.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

Available modules include:



| |  |  | 40/43G Testing Module provides SONET/SDH/OTN test capability at 40Gbps and 43Gbps. The 40/43G Testing Module can be equipped in the small NIC chassis
as a NIC 40G. Combined with other modules in the NIC Plus or NIC EP chassis, a single unit can support testing from 1.5Mbps to 43Gbps including SONET, SDH, OTN, PDH, T-Carrier and Ethernet for an all-in-one telecom and datacom solution.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Next Generation Optical Multi-rate Moduleprovides SONET/SDH test capability from 52Mbps to 2.5Gbps, with options for 10Gbps, ATM, ODU Multiplexing,
Virtual Concatenation (VCAT), Generic Framing Procedure (GFP), Link Adjustment Scheme (LCAS), Optical Transport Network (OTN), GigE, 10GigE LAN and WAN and 10GigE with Forward Error Correction (FEC).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | PDH Module simultaneously and independently analyzes global electrical networks (T-carrier/PDH rates: DS0, DS1, DS3, E1, E3, E4), operating at
transmission rates ranging from 1.5Mbps to 139Mbps.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | PDH Jitter Moduleprovides all of the features of the PDH Module, but adds Jitter and Wander measurement capability.
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | Optical Multi-rate Module provides a low-cost solution for SONET/SDH applications that do not require Next Generation features. It verifies and
qualifies the performance of global high-speed optical networks, operating at transmission rates ranging from 52Mbps to 2.5Gbps.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | High Density Ethernet Module provides simultaneous and independent testing for four optical GigE ports and eight electrical 10/100/1000 BaseT ports.
It is available with a 10GigE LAN/WAN and Fiber Channel test options.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 2.5Gbps Jitter Module provides jitter and wander testing from 155Mbps to 2.6Gbps. It is available only in
the NIC Plus® or NIC EP® platforms.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 10Gbps Jitter Module provides jitter and wander testing at the 10Gbps/10.7Gpbs rates. It is available only
in the NIC Plus® or NIC EP® platforms.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Serial Interface Test Module provides testing of RS-530 and RS-232 interfaces.
| | - |  | ------------------------------------------------------------------------------

This modular approach allows the Company to support customers with specialized needs by creating custom configurations, as well as those who require a
more standard configuration.

Sales of Network Installation and Maintenance Products generated approximately 74%, 68% and 68% of our net
sales for the years ended December 31, 2007, 2006 and 2005, respectively.

Network Management Systems

This product category is comprised of the Companys Network Access Agent (NAA) products and Optical Wavelength Manager (OWM) products. Using our
products analysis capabilities, a network operator is able to monitor signal degradation, diagnose and isolate network failures, and maintain a constant view of the network. This ensures fulfillment of service-level agreements (SLA) with the
operators customers and enables the operator to perform predictive analysis of certain situations in order to prevent potential network interruptions or failures.

The first version NAA was introduced in 1998, utilizing the core technology of the NIC platform. NAAs are software-controlled performance monitoring and diagnostic equipment that is permanently embedded at multiple
access points within optical networks, providing real-time analysis and network management from a centralized location, thereby reducing truck rolls.



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The OWM is a highly sophisticated Dense Wave Division Multiplexing (DWDM) analysis system that provides
more functionality and reliability than traditional optical spectrum analyzers at a significantly lower cost. The OWM is available in a compact rack-mountable form factor providing remote analysis and management via a web-enabled PC interface. The
OWM remotely monitors up to eight optical fibers and provides fast and highly accurate analysis of optical wavelengths.

Customers

Since inception and through December 31, 2007, the Company sold over 6,300 NICs and over 130 NAAs to over 520 customers. The Company sold 84 OWMs
since October 2002. The Companys products are purchased and used by domestic and international customers in the following industry segments:



| |  |  | Incumbent Local Exchange Carriers;
| | - |  | ----------------------------------



| |  |  | Inter-Exchange Carriers;
| | - |  | ------------------------



| |  |  | Competitive Local Exchange Carriers;
| | - |  | ------------------------------------



| |  |  | Internet Service Providers;
| | - |  | ---------------------------



| |  |  | Communications Equipment Manufacturers;
| | - |  | ---------------------------------------



| |  |  | Carriers Carriers;
| | - |  | -------------------



| |  |  | Utility Companies;
| | - |  | ------------------



| |  |  | Equipment Rental and Leasing Companies;
| | - |  | ---------------------------------------



| |  |  | Wireless Service Providers;
| | - |  | ---------------------------



| |  |  | Enterprise Network Operators; and
| | - |  | ---------------------------------



| |  |  | Government Agencies.
| | - |  | --------------------

The Company
also sells its products to other segments of the telecommunications industry, including independent telephone companies and private network operators.

The Company involves key customers in the evaluation of products in development and continually solicits suggestions from customers regarding additional desirable features of products that we have introduced or plan
to develop. The Company has generally been able to satisfy requests for additional feature sets by providing software upgrades for loading into its products in the field.

For the year ended December 31, 2007, one customer accounted for approximately 11% of net sales. For the year ended December 31, 2006, two customers accounted for, in the aggregate, approximately 27% of net
sales. For the year ended December 31, 2005, three customers accounted for, in the aggregate, approximately 32% of net sales. No other customer accounted for sales of 10% or more during those years.

Sales, Marketing and Customer Support

Sales

The Company primarily sells its products in the United States through a direct sales force to telecommunications service providers and network equipment
manufacturers. Sales of our products have tended to be concentrated with a few major customers, and we expect sales will continue to be concentrated with a few major customers in the future. In the third quarter of 2005, the Company opened a direct
sales office in Dubai, managed by our Vice President of International Sales, to facilitate the Companys growing market penetration of the Middle East, India and Far East markets. Our sales channels consist of a combination of direct
salespeople, manufacturer representatives and distributors.



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Marketing

The Company focuses its marketing efforts on equipment manufacturers and services providers developing and deploying high-speed fiber-optic networks. The Company seeks to build awareness of its products through a variety of marketing
channels and methodologies, including industry trade shows, conferences, advertising in trade publications and internet-based marketing activities to targeted customers and association groups.

Customer Support

The Company offers technical
support to its customers 24 hours a day, seven days a week. The customer support organization is comprised of highly skilled employees with extensive experience across a broad range of fiber optics network equipment and technologies. All service and
repair work is performed at certified facilities in Florida, Italy, Australia, Mexico, India and Thailand. The Company offers a warranty of one to three years depending on the product as well as an extended warranty program.

Production

The Companys NIC and NAA products
are currently produced in Clearwater, Florida. The Company subcontracts the manufacture of computer systems, boards, plastic molds and metal chassis and certain subassemblies and components for the NIC and NAA products. The Company performs final
assembly and programs the products with our software. The Company implements strict quality control procedures throughout each stage of the manufacturing process and test the boards and subassemblies at various stages in the process, including final
test and qualification of the product. The Company also obtains other equipment manufacturers products for resale to customers. The Companys OWM product is manufactured by a European manufacturer according to Company specifications.

Engineering and Development

The
Company has organized its engineering and development efforts into product or project teams. These teams are organized around the development of a particular product, and each team is responsible for all aspects of the development of that product
and any enhanced features or upgrades.

During fiscal years 2007, 2006, and 2005, the Company spent approximately $2.0 million, $4.5
million, and $7.8 million, respectively, on engineering and development activities.

Intellectual Property

As of March 14, 2008, we had eleven issued patents, including five issued patents in the United States relating to the NIC and NAA technology, and
six issued patents relating to the DWDM technology.

Seasonality

Our sales are generally seasonal with the largest portion of quarterly sales tied to telecommunications industry purchasing patterns and tend to decrease during the first calendar quarter of each year.

International

The Company sells its products in
domestic and international markets. Our domestic sales represented approximately 68%, 72%, and 64% of our net sales for the years ending 2007, 2006, and 2005, respectively. The Companys international sales represented approximately 32%, 28%
and 36% total net sales for the years ended 2007, 2006, and 2005, respectively.



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Employees

As of March 14, 2008, we employed a full-time staff of 38 employees. None of the Companys employees are represented by labor unions, and we believe our relations with our employees are good.



|Item 1A. | Risk Factors
|-------- | ------------

Our business
is subject to various risks, including those described below. You should carefully consider the following risks, together with all of the other information included in this document before deciding to invest in our securities. Any of these risks
could materially adversely affect our business, operating results and financial condition.

Beginning in the third quarter of 2001 and
continuing through December 31, 2007, we incurred combined net losses of $166.5 million. For the years ended December 31, 2007 and 2006, we reported net losses of approximately $2.6 million and $14.5 million, respectively, and cash flows
used by operations of $1.4 million and $7.9 million, respectively. We anticipate that our net operating losses may continue in fiscal year 2008. Management has taken actions to reduce operating expenses and capital expenditures, including
restructuring operations to more closely align operating costs with net sales.

Our ability to meet cash and future liquidity requirements
is dependent on various factors, including our ability to raise additional capital, successfully negotiate extended payment terms with certain creditors, attain our business objectives, maintain tight controls over spending and release new products
and product upgrades on a timely basis. If our cash requirements cannot be satisfied from cash flows from operations and the infusion of additional capital, we may be forced to implement further expense reduction measures, including, but not limited
to, workforce reductions, the sale of assets, the consolidation of operations or the delay, cancellation or reduction of certain product development, marketing, licensing, or other operational programs.

We are dependent on contract manufacturers to produce our printed circuit assemblies and rely on sole and limited source suppliers which could adversely affect our
operations.

Our NIC and NAA products are currently produced in Clearwater, Florida. We subcontract the manufacturing of computer
systems, boards, plastic molds and metal chassis and certain subassemblies and components for the NIC and NAA products. We perform final assembly and program the products with our software. We implement strict quality control procedures throughout
each stage of the manufacturing process and test the boards and subassemblies at various stages in the process, including final test and qualification of the product. Effective as of January 31, 2005, we entered into a letter of agreement with
MC Test Service, Inc. of Melbourne, Florida, to provide our subcontract manufacturing services. In the future, any failure to maintain our agreements with MC Test Service or enter into a substitute manufacturing agreement in a timely fashion could
interrupt our operations and adversely impact our ability to manufacture our products, book sales and fulfill customer orders.

We
currently utilize several key components in the manufacture of our products from sole-source or limited-source suppliers. Certain laser and laser amplifier components, power supplies, touch-screen sensors, single-board computers and semiconductor
devices used in our NIC and the NAA products are sourced from a single or a limited number of suppliers. We purchase a controller board and an interface board from a single or limited number of suppliers for the NAA product. The loss of a supplier
for any of these key components could seriously disrupt our operations.

As our technology has evolved, we rely less and less on
application specific integrated circuits and more on programmable logic from major vendors. This approach has lessened our dependence on devices that may become obsolete, as well as allowing us to move the technology forward into new designs and
lower cost parts. On our newer designs we have also utilized industry standard pluggable optical transponders that are available from multiple vendors. Nonetheless, we continually monitor end-of-life notices and perform last time buys or redesign as
needed.



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We forecast product sales on a quarterly basis and order materials and components based on these
forecasts. Lead times for materials and components that we order vary significantly and depend on factors such as the specific supplier, purchase terms and demand for a component at a given time. There may be excess or inadequate inventory of
certain materials and components if actual orders vary significantly from forecasts.

In the past, there have been industry-wide shortages
in some of the optical components used in our products. If such shortages occur again, suppliers may be forced to allocate available quantities among their customers and we may not be able to obtain components and material in a timely manner, if at
all. These shortages could lead to delays in shipping our products to our customers, which could significantly harm our business. Additionally, if prices of these components increase significantly, the margins on our products will decrease.

Our largest stockholder has substantial influence over us as a result of his interests as our largest stockholder and principal creditor.

As of March 14, 2008, Dr. Bryan J. Zwan, our chairman of the board, beneficially owned 232,722,523 shares of our common
stock, which represented approximately 91.1% of our outstanding common stock as of that date. As the beneficial holder of over 90% of the common stock of the Company, Dr. Zwan has substantial control over matters to be determined by the
stockholders of the Company, which control may be exercised in a manner adverse to the interests of other stockholders of the Company.

We experience
fluctuations in our operating results.

Our quarterly operating results have fluctuated in the past, and future quarterly operating
results are likely to vary significantly due to a variety of factors which are outside our control. Factors that could affect our quarterly operating results include the following:



| |  |  | fluctuations in capital expenditures and the uneven buying patterns by customers within the telecommunications industry;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | pricing changes by our competitors;
| | - |  | -----------------------------------



| |  |  | the limited number of our major customers;
| | - |  | ------------------------------------------



| |  |  | the product mix, volume, timing and number of orders received from our customers;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | the long sales cycle for obtaining new orders;
| | - |  | ----------------------------------------------



| |  |  | the timing of introduction and market acceptance of new products;
| | - |  | -----------------------------------------------------------------



| |  |  | our success in developing, introducing and shipping product enhancements and new products;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | our ability to enter into long-term agreements or blanket purchase orders with customers;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | our ability to obtain sufficient supplies of sole or limited source components for our products;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | our ability to attain and maintain production volumes and quality levels for our current and future products;
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | changes in costs of materials, labor and overhead; and
| | - |  | ------------------------------------------------------



| |  |  | the financial condition of our customers.
| | - |  | -----------------------------------------

Our operating results for any particular quarter may not be indicative of future operating results, in part because our sales often reflect orders shipped in the same quarter in which they are received, which makes our sales vulnerable to
short-term fluctuations. These factors have historically been and are expected to continue to be difficult to forecast. Any unfavorable changes in these or other factors could have a material adverse effect on our business, financial condition and
results of operations.



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Our net sales and operating results generally depend on the volume and timing of the orders we receive
from customers and our ability to fulfill the orders received. Orders may be cancelled, modified or rescheduled after receipt. Most of our operating expenses are relatively fixed and cannot be reduced in response to decreases in net sales. The
timing of orders and any subsequent cancellation, modification or rescheduling of orders have affected and will continue to affect our results of operations from quarter to quarter. The deferral of any large order from one quarter to another could
have a material adverse effect on our business, financial condition and results of operations. We must obtain orders during each quarter for shipment in that quarter to achieve our net sales and profit objectives. There can be no assurance regarding
the amount or timing of purchases by any customer in any future period, and business fluctuations affecting our customers have affected and will continue to affect our business.

We believe that backlog is not a meaningful indicator of future business prospects and financial results. Backlog, as we define it, generally represents
cumulative outstanding orders that are scheduled for delivery within a three-month period. We have not entered into long-term agreements or blanket purchase orders for the sale of our products and, accordingly, do not carry substantial backlog from
quarter-to-quarter. Our sales during a particular quarter are highly dependent upon orders placed by customers during that period. Consequently, sales may fluctuate significantly from quarter-to-quarter and year-to-year reflecting the timing and
amount of our customers ordering trends. Because most of our operating expenses are relatively fixed and cannot be easily reduced in response to decreased revenues, quarterly fluctuations in sales may have a significant effect on net income.

The initiatives we have undertaken to reduce costs may have long-term adverse effects on our business.

Since 2005, we have undertaken a number of initiatives to reduce costs. These measures have included significant reductions in workforce, temporary
executive salary reductions and the relocation of our headquarters to a smaller facility that better meets our needs.

There are several
risks inherent in our efforts to transition to a reduced cost structure, including, but not limited to, the risk that we will not be able to sustain our cost structure at a level necessary to restore profitability, resulting in the need for further
restructuring initiatives that would entail additional charges and the risk that our ability to effectively develop and market products and remain competitive in the industries in which we compete could be impaired. Our cost-cutting measures could
have long-term effects on our business by reducing our pool of technical talent, decreasing or slowing improvements in our products, making it more difficult for us to respond to customers, limiting our ability to increase production quickly if the
demand for our products increases, limiting our ability to maintain and update information systems and limiting our ability to hire and retain key personnel. These circumstances could have a material adverse effect on our business, financial
condition and results of operations.

Changes in United States and worldwide economies and fluctuations in capital expenditures within the
telecommunications industry could adversely affect us.

Our products are mainly purchased and used by telecommunications customers. Our
sales are affected by the following marketplace conditions:



| |  |  | fluctuations in the economic conditions in the United States and global markets that could result in decreased capital expenditures by telecommunication equipment
manufacturers and equipment rental and leasing companies;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | bankruptcies and decreased capital expenditures that could result in the telecommunications sector in the United States and global markets by competitive local
exchange carriers, internet service providers and enterprise network operator segments; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in the implementation of bandwidth expansion strategies by the incumbent local exchange carriers.
| | - |  | ---------------------------------------------------------------------------------------------------------



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These marketplace conditions may contribute to quarterly or annual fluctuations in our operating results
and could have a material adverse effect on our business, financial condition and results of operations. In addition, the threat of terrorism and war may cause further disruptions to the economy, create further uncertainties and have a material
adverse effect on our business, operating results, and financial condition.

Economic, political and other risks associated with international sales and
operations could adversely affect our results of operations.

Because we sell our products worldwide, our business is subject to risks
associated with doing business internationally. For the fiscal year ended December 31, 2007, net sales from international customers represented approximately 32% of our total net sales for that period. We anticipate that net sales from
international customers will continue to represent a significant portion of our total net sales. In addition, many of our new distributors and service and sales personnel are increasingly located outside the U.S. Accordingly, our future results
could be harmed by a variety of factors, including:



| |  |  | changes in foreign currency exchange rates;
| | - |  | -------------------------------------------



| |  |  | changes in a specific countrys or regions political, economic or other conditions;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | stability and performance of new distributors, exposure to collection of receivables, sales returns and allowances;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | trade protection measures and import or export licensing requirements;
| | - |  | ----------------------------------------------------------------------



| |  |  | negative consequences from changes in tax laws; and
| | - |  | ---------------------------------------------------



| |  |  | difficulty in staffing and managing widespread operations.
| | - |  | ----------------------------------------------------------

We may not be able to achieve sustained operating profitability.

We shipped our first product, the NIC, in February 1996,
and we have shipped in excess of 6,300 units. However, we have experienced limited product shipments with respect to our NAA and OWM products. In addition, we have incurred substantial costs, including costs to:



| |  |  | develop and enhance our technology and products;
| | - |  | ------------------------------------------------



| |  |  | develop our engineering, production and quality assurance operations;
| | - |  | ---------------------------------------------------------------------



| |  |  | recruit and train sales, marketing and customer service groups;
| | - |  | ---------------------------------------------------------------



| |  |  | build administrative and operational support organizations; and
| | - |  | ---------------------------------------------------------------



| |  |  | establish international sales channels and strengthen existing domestic sales channels.
| | - |  | ---------------------------------------------------------------------------------------

Our net losses totaled approximately $2.6 million and $14.5 million for the years ended December 31, 2007 and 2006, respectively. We anticipate that
our net losses may continue in fiscal year 2008 due primarily to interest expense and costs associated with the introduction of new products and technologies.

Future changes in financial accounting standards or taxation rules may adversely affect our reported results of operations.

A change in accounting standards or a change in existing taxation rules can have a significant effect on our reported results of operations. New accounting pronouncements and taxation rules and varying interpretations of accounting
pronouncements have occurred and may occur in the future. These new accounting pronouncements and taxation rules may adversely affect our reported financial results or the way we conduct our business.

On January 1, 2007, the Company adopted the provisions of the Financial Accounting Standards Board Interpretation No. 48, Accounting for
Uncertainty in Income Taxes (FIN 48), an interpretation of Financial



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Accounting Standards Board No. 109, Accounting for Income Taxes (FASB 109). FIN 48 prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax position taken in a tax return. The Company must determine whether it is more-likely-than-not that a tax position will be sustained upon examination,
including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured
to determine the amount of benefit to recognize in the financial statements. FIN 48 applies to all tax positions related to income taxes subject to FASB 109. Based on the analysis performed, the Company did not record any unrecognized tax
positions as of December 31, 2007. There is a possibility that a limitation on the Companys net operating loss carryforwards may have come into effect under Section 382 of the Internal Revenue Code as a result of cumulative stock
ownership changes. As of December 31, 2007, the impact of such a limitation has no impact on the accompanying financial statements since all net operating losses have a full valuation allowance; however, such a limitation could impact
substantially the reported gross asset related to the net operating loss carryforwards.

We may engage in acquisitions, mergers, strategic alliances,
joint ventures and divestitures that could result in financial results that are different than expected.

In the normal course of
business, we engage in discussions with third parties relating to possible acquisitions, mergers, strategic alliances, joint ventures and divestitures. As part of our business strategy, we completed two asset acquisitions during 2002. Acquisition
transactions are accompanied by a number of risks, including:



| |  |  | use of significant amounts of cash;
| | - |  | -----------------------------------



| |  |  | incurrence of debt on potentially unfavorable terms as well as amortization expenses related to certain intangible assets;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | potentially dilutive issuances of equity securities on potentially unfavorable terms; and
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | the possibility that we may pay too much cash or issue too much of our stock as consideration for an acquisition relative to the economic benefits that we
ultimately derive from such acquisition.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The process of integrating any acquisition may create unforeseen operating
difficulties and expenditures including the following:



| |  |  | diversion of management time during the period of negotiation through closing and further diversion of such time after closing from focus on operating the business
to issues of integration and future products;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | decline in employee morale and retention issues resulting from changes in compensation, reporting relationships, future prospects or the direction of the business;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the need to integrate each companys accounting, management information, human resource and other administrative systems to permit effective management, and
the lack of control if such integration is delayed or not implemented;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the need to implement controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition had been smaller, private
companies;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the need to incorporate acquired technology, content or rights into our products and unanticipated expenses related to such integration; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the need to successfully develop an acquired in-process technology to achieve the value currently capitalized as intangible assets.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------

From time to time, we may engage in discussions with candidates regarding the potential acquisition of our product lines, technologies and businesses. If
such divestiture were to occur, there can be no assurance that our



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business, operating results and financial condition will not be materially and adversely affected. A successful divestiture depends on various factors,
including our ability to:



| |  |  | effectively transfer liabilities, contracts, facilities and employees to the purchaser;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | identify and separate the intellectual property to be divested from the intellectual property that we retain; and
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | reduce fixed costs previously associated with the divested assets or business.
| | - |  | ------------------------------------------------------------------------------

In addition, if customers of the divested business do not receive the same level of service from the new owners, this may adversely affect our other
businesses to the extent that these customers also purchase other Digital Lightwave products. All of these efforts require varying levels of management resources, which may divert attention from other business operations. Further, if market
conditions or other factors lead us to change our strategic direction, we may not realize the expected value from such transactions. If we do not realize the expected benefits or synergies of such transactions, our consolidated financial position,
results of operations, cash flows and stock price could be negatively affected.

We are dependent on key personnel and our ability to recruit and retain
such personnel may affect our business.

Our success depends to a significant degree upon the continued contributions of key management
and other personnel, some of whom could be difficult to replace. We do not currently maintain key-man life insurance covering our officers. Our success will depend on the performance of our officers, our ability to retain and motivate our officers,
our ability to integrate new officers into our operations and the ability of all personnel to work together effectively as a team. We have had significant turnover of our executive officers in the past and could continue to have problems retaining
and recruiting executive officers in the future. Our failure to retain and recruit officers and other key personnel could have a material adverse effect on our business, financial condition and results of operations.

We are dependent on a limited number of products and are uncertain of the market for our current products and planned new products.

The majority of our sales are from our initial product, the NIC, and we expect that sales of NIC will continue to account for a substantial portion of our
sales for the foreseeable future. We are uncertain about the size and scope of the market for our current and future products, including the product lines we have acquired. Our future performance will depend on increased sales of the NIC, market
penetration of the NAA and OWM product lines, and the successful development, introduction and market acceptance of other new and enhanced products.

Market acceptance of our products and our credibility with our customers might be diminished if we are delayed in introducing or producing new products or fail to detect software or hardware errors in new products
(which frequently occur when new products are first introduced). Any delay in introducing or producing new products or failure to detect software or hardware errors in new products could have a material adverse effect on our business, financial
condition and results of operations.

Our industry is subject to rapid technological change.

To remain competitive, we must respond to the rapid technological change in our industry by developing, manufacturing and selling new products and
technology and improving our existing products and technology. The market in which we compete is characterized by the following:



| |  |  | rapid technological change;
| | - |  | ---------------------------



| |  |  | changes in customer requirements and preferences;
| | - |  | -------------------------------------------------



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| |  |  | frequent new product introductions; and
| | - |  | ---------------------------------------



| |  |  | the emergence of new industry standards and practices.
| | - |  | ------------------------------------------------------

These factors could cause our sales to decrease or render our current products obsolete. Our success will depend on our ability to:



| |  |  | create improvements on and enhancements to our existing products;
| | - |  | -----------------------------------------------------------------



| |  |  | develop, manufacture and sell new products to address the increasingly sophisticated and varied needs of our current and prospective customers;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | respond to technological advances and emerging industry standards and practices on a cost-effective and timely basis; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | increase market acceptance of our products.
| | - |  | -------------------------------------------

The failure to meet these objectives or to adapt to changing market conditions or customer requirements could have a material adverse effect on our business, financial condition and results of operations.

Our products serve an industry that is extremely competitive, and such competition may negatively affect our business.

The market for our products is intensely competitive and is subject to rapid technological change, frequent product introductions with improved
performance, competitive pricing and shifting industry standards. We believe that the principal factors on which we compete include the following:



| |  |  | product performance;
| | - |  | --------------------



| |  |  | product quality;
| | - |  | ----------------



| |  |  | product reliability;
| | - |  | --------------------



| |  |  | value;
| | - |  | ------



| |  |  | customer service and support; and
| | - |  | ---------------------------------



| |  |  | length of operating history, industry experience and name recognition.
| | - |  | ----------------------------------------------------------------------

We believe that the principal competitors for our Network Installation and Maintenance Products are Anritsu, EXFO Electro-Optical Engineering, Inc.,
JDSU, and Sunrise Telecom. We believe the principal competitors for our Network Management System are Agilent, EXFO, and Spirent. Many of our competitors and certain prospective competitors have significantly longer operating histories, larger
installed bases, greater name recognition and significantly greater technical, financial, manufacturing and marketing resources. In addition, a number of these competitors have long-established relationships with our customers and potential
customers. We expect that competition will increase in the future and that new competitors will enter the market for most, if not all, of the products we currently do and will offer. Increased competition could reduce our profit margins and cause us
to lose, or prevent us from gaining, market share. Any of these events could have a material adverse effect on our business, financial condition and results of operations.

We are dependent on a limited number of major customers and a decrease in orders from any major customer could decrease our net sales.

For the year ended December 31, 2007, one customer accounted for approximately 11% of net sales. For the year ended December 31, 2006, two
customers accounted for, in the aggregate, approximately 27% of net sales. For the year ended December 31, 2005, three customers accounted for, in the aggregate, approximately 32% of net sales. No other customer accounted for sales of 10% or
more during those years.



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##### Table of Contents

Our success depends on our ability to broaden our customer base to increase the level of sales. None of
our customers have a written agreement with us that obligates them to purchase additional products from us. If one or more of our major customers decide not to purchase additional products or cancels orders previously placed, our net sales could
decrease which could have a material adverse effect on our business, financial condition and results of operations.

We are dependent on our products
continuing to meet changing regulatory and industry standards.

Our products must meet industry standards and regulations that are
evolving as new technologies are deployed. In the United States, our products must comply with various regulations promulgated by the Federal Communications Commission and Underwriters Laboratories, as well as industry standards established by the
American Standards Institute and other organizations. Internationally, our products must comply with standards established by the European Union and communication authorities in other countries as well as with recommendations of the International
Telecommunication Union. Some of our planned products may be required to be certified by Telcordia in order to be commercially viable. The failure of our products to comply, or delays in compliance, with the various existing and evolving regulations
could prevent us from selling our products in certain markets which could have a material adverse effect on our business, financial condition and results of operations.

We are dependent on proprietary technology.

Our success and our ability to compete depend upon our
proprietary technology that is protected through a combination of patent, copyright, trade secret and trademark law. As of March 14, 2008, we had eleven issued patents, including five issued patents in the United States relating to the NIC and
NAA technology, and six issued patents relating to the DWDM technology. We can make no assurances the patents for which we have applied or intend to apply will be issued or that the steps that we take to protect our technology will be adequate to
prevent misappropriation. Our competitors may independently develop technologies that are substantially equivalent or superior to our technology. Our business strategy includes a plan to continue the increase in net sales in international markets,
and the laws of some foreign countries may not protect our proprietary rights to the same extent as do the laws of the United States. In addition, the Company may either license its proprietary rights to third parties or license certain technologies
from third parties for use in the Companys products

To further protect our proprietary information, we generally enter into
non-disclosure agreements and proprietary information and invention assignment agreements with our employees and suppliers and limit access to, and distribution of, our proprietary information. It may be possible, despite these precautions, for
third parties to copy or otherwise obtain and use our technology without authorization.

We may either license our proprietary rights to
third parties or license certain technologies from third parties for use in our products. The telecommunications industry is characterized by the existence of a large number of patents and frequent litigation based on allegations of patent
infringement. We believe that our technology does not infringe on the proprietary rights of others, and we have not received any notice of claimed infringements. However, third parties may assert infringement claims against us in the future that may
or may not be successful. We could incur substantial costs regardless of the merits of the claims if we must defend ourselves or our customers against such claims. Parties making such claims may be able to obtain injunctive or other equitable relief
that could effectively block our ability to sell our products and could obtain an award of substantial damages. We may be required to obtain one or more licenses from third parties, including our customers, in the event of a successful claim of
infringement against us. Any such claim could have a material adverse effect on our business, financial condition and results of operations.

Conversely, we may be required to spend significant resources to monitor and police our intellectual property rights. We may not be able to detect infringement and our competitive position may be harmed before such detection takes place. In
addition, competitors may design around our technology or develop competing technologies. Intellectual property rights may also be unavailable or limited in some foreign countries, which



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##### Table of Contents

could make it easier for competitors to capture market share. Furthermore, some intellectual property rights are licensed to other companies, allowing them
to compete with us using that intellectual property.

The market price of our common stock may be volatile.

The market price of our common stock has been and is likely in the future to be highly volatile. Our common stock price may fluctuate significantly in
response to factors such as:



| |  |  | quarterly variations in operating results;
| | - |  | ------------------------------------------



| |  |  | announcements of technological innovations;
| | - |  | -------------------------------------------



| |  |  | new product introductions by us or our competitors;
| | - |  | ---------------------------------------------------



| |  |  | competitive activities;
| | - |  | -----------------------



| |  |  | changes in earnings estimates by analysts or our failure to meet such earnings estimates;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | significant issuances of warrants to purchase common stock;
| | - |  | -----------------------------------------------------------



| |  |  | announcements by us regarding significant acquisitions, strategic relationships or capital expenditure commitments;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | additions or departures of key personnel;
| | - |  | -----------------------------------------



| |  |  | issuances of convertible or equity securities for general or merger and acquisition purposes;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | issuances of debt or convertible debt for general or merger and acquisition purposes;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | changes in federal, state or foreign regulations affecting the telecommunications industry;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | general market and economic conditions; and
| | - |  | -------------------------------------------



| |  |  | developments relating to future significant litigation.
| | - |  | -------------------------------------------------------

The stocks of technology companies have experienced extreme price and volume fluctuations. These fluctuations often have been unrelated or disproportionate to the operating performance of these companies. These broad
market and industry factors listed above may have a material adverse effect on the market price of our common stock, regardless of our actual operating performance, and fluctuations in the market price of our common stock could have a material
adverse effect on our business, financial condition and results of operations.

The sale or issuance of a significant number of shares of our stock
could depress the price of our stock.

Sales or issuances of a large number of shares of our common stock in the public market or the
perception that sales may occur could cause the market price of our common stock to decline. As of March 14, 2008, 255,485,347 shares of our common stock were outstanding. Of these shares, 22,762,824 are eligible for sale in the public market
without restriction, including 5,000,000 shares held by an entity controlled by Dr. Zwan, our largest stockholder, that are registered for resale. In addition, entities controlled by Dr. Zwan hold an additional 227,722,523 shares of outstanding
common stock. As an affiliate of the Company (as defined under Rule 144 of the Securities Act of 1933, as amended), Dr. Zwan may only sell shares of common stock in the public market in compliance with the volume limitations of Rule
144 or pursuant to an effective registration statement.

We are exposed to various risks related to legal proceedings or claims.

We have been, and in the future may be, involved in legal proceedings or claims regarding employment law issues, contractual claims, securities laws
violations and other matters. We are currently not involved in any legal proceedings or claims. Any future legal proceedings and claims, whether with or without merit, could be time-consuming and expensive to prosecute or defend and could divert
managements attention and resources. There can be no assurance regarding the outcome of legal proceedings. We may incur significant litigation expenses



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##### Table of Contents

associated with legal proceedings and claims, which could have a material adverse effect on our business, financial condition and results of operations.

Our common stock is classified as a penny stock under SEC rules, which may make it more difficult for our stockholders to resell our common
stock.

Our common stock is quoted on the OTC Bulletin Board. As a result, the holders of our common stock may find it more difficult to
obtain accurate quotations concerning the market value of the stock. Stockholders also may experience greater difficulties in attempting to sell the stock than if it was listed on a national securities exchange or quoted on The NASDAQ Stock Market.
Because our common stock is not traded on a stock exchange or on The NASDAQ Stock Market, and the market price of the common stock is less than $5.00 per share, the common stock is classified as a penny stock. Rule 15g-9 of the
Securities Exchange Act of 1934, as amended, imposes additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as an established customer or an
accredited investor. These include the requirement that a broker-dealer must make a determination that investments in penny stocks are suitable for the customer and must make special disclosures to the customer concerning the risks of
penny stocks. Application of the penny stock rules to our common stock could adversely affect the market liquidity of the shares, which in turn may affect the ability of holders of our common stock to resell the stock.



|Item 1B. | Unresolved Staff Comments
|-------- | -------------------------

None.



|Item 2. | Properties
|------- | ----------

Our corporate
headquarters and production and shipping facilities are located at 5775 Rio Vista Drive, Clearwater, Florida. We currently lease the building space from Bay Vista TIC. The lease expires in July 2011.

We believe this facility is adequate and suitable for our present and foreseeable business requirements.



|Item 3. | Legal Proceedings
|------- | -----------------

The Company
from time to time may be involved in various lawsuits and actions by third parties arising in the ordinary course of business. The Company is not aware of any pending litigation, claims or assessments that would have a material adverse effect on the
Companys business, financial condition and results of operations.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

During the fourth quarter of 2007, no matters were submitted to a vote of stockholders through the solicitation of proxies or otherwise.



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##### Table of Contents

PART II



|Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|------- | ------------------------------------------------------------------------------------------------------------

The Companys shares of Common Stock have been quoted on the OTCBB under the symbol DIGL since June 8, 2005. Prior to that, the
Companys shares were quoted on the Nasdaq SmallCap Market under the same symbol since September 23, 2004 and prior to that on the Nasdaq National Market, also under the same symbol since February 7, 1997. The following table sets
forth the high and low prices of our Common Stock as reported by the Nasdaq National Market, the Nasdaq SmallCap Market and OTCBB, as applicable, during the periods indicated for fiscal years ended December 31, 2007 and 2006. Prices reported by
the OTCBB represent the range of high and low bid quotations and reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.



|            |  |              |      |     |   |     
|----------- |  | ------------ | ---- | --- | - | ----
|            |  | Common Stock
|            |  | High         |      | Low
|2006        |  |              |      |     |   |     
|1st Quarter |  | $            | 0.58 |     | $ | 0.21
|2nd Quarter |  | $            | 0.51 |     | $ | 0.25
|3rd Quarter |  | $            | 0.30 |     | $ | 0.24
|4th Quarter |  | $            | 0.23 |     | $ | 0.15
|2007        |  |              |      |     |   |     
|1st Quarter |  | $            | 0.35 |     | $ | 0.13
|2nd Quarter |  | $            | 0.23 |     | $ | 0.16
|3rd Quarter |  | $            | 0.18 |     | $ | 0.09
|4th Quarter |  | $            | 0.15 |     | $ | 0.07

On March 14, 2008, the last sale price of the Companys Common Stock was $0.10 per
share. As of March 14, 2008, there were approximately 625 holders of record of the Companys Common Stock.

2007 Equity Compensation Table

The following table provides information as of December 31, 2007 with respect to shares of common stock that may be issued under
the Companys existing equity compensation plans.



|                                                           |  |                                                                                         |  |                                                                          |      |                                                                                                                            |          
|---------------------------------------------------------- |  | --------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------ | ---- | -------------------------------------------------------------------------------------------------------------------------- | ---------
|                                                           |  | Column(a)                                                                               |  | Column(b)                                                                |      | Column(c)                                                                                                                 
|Plan Category                                              |  | Number of securitiesto be issued uponexercise ofoutstanding options,warrants and rights |  | Weighted averageexercise price ofoutstanding options,warrants and rights |      | Number of securitiesremaining for futureissuance underequity compensationplans (excludingsecurities
reflectedin column(a))
|Equity compensation plans approved by security holders     |  | 2,481,291                                                                               |  | $                                                                        | 1.56 |                                                                                                                            | 9,628,214
|Equity compensation plans not approved by security holders |  |                                                                                        |  | $                                                                        |     |                                                                                                                            |         
|Total                                                      |  | 2,481,291                                                                               |  | $                                                                        | 1.56 |                                                                                                                            | 9,628,214



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##### Table of Contents

Stock Performance Graph

The following performance graph represents the cumulative total shareholder return for the period December 31, 2002 to December 31, 2007, for our common stock, as compared to the NASDAQ Total Return Index
and the NASDAQ Non-Financial Index. The graph assumes that $100.00 was invested in our common stock and in each index on December 31, 2002. Although we have not declared a dividend on our common stock, the total return for each index assumes
the reinvestment of dividends.

LOGO

The comparisons in this table are required by the SEC and, therefore not intended to forecast or to be
indicative of possible future performance of our common stock.

Dividend Policy

The Company has not paid any dividends since its inception and does not contemplate payment of dividends in the foreseeable future. We anticipate that any
earnings in the near future will be retained for the development and expansion of our business.

Recent Sales of Unregistered Securities

During the fiscal years ended December 31, 2007 and 2006, there were no sales of unregistered securities, except for those disclosed in a
previously filed Quarterly Report on Form 10-Q or Current Report on Form 8-K.



18



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##### Table of Contents

|Item 6. | Selected Financial Data
|------- | -----------------------

SELECTED FINANCIAL DATA

(In thousands, except share and per share data)

The following selected financial data are derived from the Consolidated Financial Statements of the Company. The selected financial data should be read
in conjunction with Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations, and the Consolidated Financial Statements of the Company and Notes thereto.



|                                                                 |  |                                 |             |     |      |   |            |  |   |            |     |  |      |            |     |  |   |            |    
|---------------------------------------------------------------- |  | ------------------------------- | ----------- | --- | ---- | - | ---------- |  | - | ---------- | --- |  | ---- | ---------- | --- |  | - | ---------- | ---
|                                                                 |  | For the Years Ended December 31 |            
|                                                                 |  | 2007                            |             |     | 2006 |   | 2005       |  |   | 2004       |     |  | 2003 |           
|Consolidated Statement of Operations Data:                       |  |                                 |             |     |      |   |            |  |   |            |     |  |      |            |     |  |   |            |    
|Net sales                                                        |  | $                               | 12,058      |     |      | $ | 10,481     |  | $ | 12,882     |     |  | $    | 13,739     |     |  | $ | 7,514      |    
|Gross profit (loss)                                              |  |                                 | 5,940       |     |      |   | 2,326      |  |   | 1,872      |     |  |      | 1,097      | (1) |  |   | (9,450)    | (2)
|Operating expenses:                                              |  |                                 |             |     |      |   |            |  |   |            |     |  |      |            |     |  |   |            |    
|Engineering and development                                      |  |                                 | 2,024       |     |      |   | 4,509      |  |   | 7,752      |     |  |      | 5,133      |     |  |   | 5,535      |    
|Sales and marketing                                              |  |                                 | 2,338       |     |      |   | 3,011      |  |   | 5,774      |     |  |      | 6,113      |     |  |   | 8,033      |    
|General and administrative                                       |  |                                 | 1,121       |     |      |   | 3,510      |  |   | 3,461      |     |  |      | 3,932      |     |  |   | 7,527      |    
|Restructuring charge                                             |  |                                 |            |     |      |   |           |  |   |           |     |  |      | 40         | (3) |  |   | 744        | (3)
|(Gain) on sale of property and equipment                         |  |                                 | (265)       |     |      |   |            |  |   |            |     |  |      |            |     |  |   |            |    
|Impairment of long-lived assets                                  |  |                                 | 19          | (4) |      |   |           |  |   | 3,369      | (4) |  |      | 322        | (4) |  |   | 3,302      | (4)
|                                                                 |  |                                 |             |     |      |   |            |  |   |            |     |  |      |            |     |  |   |            |    
|Total operating expenses                                         |  |                                 | 5,237       |     |      |   | 11,030     |  |   | 20,356     |     |  |      | 15,540     |     |  |   | 25,141     |    
|                                                                 |  |                                 |             |     |      |   |            |  |   |            |     |  |      |            |     |  |   |            |    
|Income (loss) from operations                                    |  |                                 | 703         |     |      |   | (8,704)    |  |   | (18,484)   |     |  |      | (14,443)   |     |  |   | (34,591)   |    
|Other income (loss)                                              |  |                                 | (3,254)     |     |      |   | (5,784)    |  |   | (2,609)    |     |  |      | 1,565      |     |  |   | 2,175      |    
|                                                                 |  |                                 |             |     |      |   |            |  |   |            |     |  |      |            |     |  |   |            |    
|Net loss                                                         |  |                                 | (2,551)     |     |      | $ | (14,488)   |  | $ | (21,093)   |     |  | $    | (12,878)   |     |  | $ | (32,416)   |    
|                                                                 |  |                                 |             |     |      |   |            |  |   |            |     |  |      |            |     |  |   |            |    
|Basic and diluted net loss per share(5)                          |  | $                               | 0.01        |     |      | $ | (0.41)     |  | $ | (0.60)     |     |  | $    | (0.39)     |     |  | $ | (1.03)     |    
|                                                                 |  |                                 |             |     |      |   |            |  |   |            |     |  |      |            |     |  |   |            |    
|Weighted average common and common equivalent shares outstanding |  |                                 | 253,661,021 |     |      |   | 35,228,948 |  |   | 35,094,986 |     |  |      | 33,065,582 |     |  |   | 31,489,642 |    
|Consolidated Balance Sheet Data:                                 |  |                                 |             |     |      |   |            |  |   |            |     |  |      |            |     |  |   |            |    
|Cash and cash equivalents                                        |  | $                               | 12          |     |      | $ | 425        |  | $ | 499        |     |  | $    | 809        |     |  | $ | 312        |    
|Working capital (deficit)                                        |  | $                               | 4,648       |     |      | $ | (62,857)   |  | $ | (48,789)   |     |  | $    | (31,920)   |     |  | $ | (25,930)   |    
|Total assets                                                     |  | $                               | 7,111       |     |      | $ | 6,031      |  | $ | 8,314      |     |  | $    | 12,554     |     |  | $ | 17,924     |    
|Total long-term liabilities                                      |  | $                               | 35,152      |     |      | $ | 239        |  | $ | 438        |     |  | $    | 265        |     |  | $ | 517        |    
|Stockholders equity (deficit)                                   |  | $                               | (30,300)    |     |      | $ | (62,878)   |  | $ | (49,190)   |     |  | $    | (29,146)   |     |  | $ | (21,140)   |    



|(1) | Includes the benefit of $800,000 resulting from settlement with Jabil Circuit, Inc., offset by a $617,000 inventory adjustment and a charge of $1.3 million for excess and obsolete
inventory for the year ending December 31, 2004.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes a charge of $4.0 million for the year ended December 31, 2003 for obsolete inventory and approximately $4.0 million for inventory claims for inventory held at Jabil.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes restructuring expense of $40,000 and $700,000 for fiscal years ended December 31, 2004 and 2003, respectively.
|--- | -----------------------------------------------------------------------------------------------------------------------

|(4) | Includes an impairment charge for long-lived assets of $19,000, $3.4 million, $322,000, and $3.3 million, for the years ended December 31, 2007, December 31,
2005, December 31, 2004, and December 31, 2003, respectively. The impairments are a result of the carrying value of property and equipment and other long-lived assets being in excess of the estimated fair value of such assets as
described in Note 1 of the Consolidated Financial StatementsSummary of Significant Accounting Policies.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Incremental shares for common stock equivalents are not included in the loss per share calculations due to the antidilutive effect.
|--- | ------------------------------------------------------------------------------------------------------------------------------------



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|Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expect, plan, anticipate, believe,
estimate, predict, potential or continue, the negative of terms like these or other comparable terminology. Additionally, statements concerning future matters such as the development of new products, enhancements or technologies, possible changes in
legislation and other statements regarding matters that are not historical are forward-looking statements. These statements are only predictions. These statements involve known and unknown risks and uncertainties and other factors that may cause
actual events or results to differ materially from the results and outcomes discussed in the forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date of filing, and we
assume no obligation to update any such forward-looking statements, except as required by law. In evaluating these statements, you should specifically consider various factors, including the risks outlined under the caption Risk Factors
set forth in Item 1A and those contained from time to time in our other filings with the SEC. We caution you that our business and financial performance are subject to substantial risks and uncertainties. The following discussion should be read
in conjunction with the Consolidated Financial Statements and related Notes thereto that appear elsewhere in this Report.

Executive Summary

Primarily as a result of product improvements and our prior operational restructuring initiatives, we earned an operating profit for the
year ended December 31, 2007. However, our results of operations for the year reflected a net loss, primarily due to the interest on our loans payable to Optel. Excluding interest during fiscal year 2007, we were able to meet our current
liabilities from net sales generated from operations.

On April 4, 2008, the Company and Optel entered into a Credit and Restructuring
Agreement (the Credit Agreement) pursuant to which (a) the Companys existing indebtedness owed to Optel, consisting of approximately $28.0 million of principal, that bore interest at 10% per annum, and accrued interest
thereon of approximately $7.7 million, all of which was due and payable upon demand by Optel, was restructured and (b) Optel agreed to make a $2.5 million revolving credit facility available to the Company. The Credit Agreement was approved by
the Companys board of directors upon the unanimous recommendation of a special committee of the board comprised solely of independent directors.

Pursuant to the Credit Agreement, the restructured indebtedness is evidenced by a new secured convertible promissory note in the principal amount of approximately $35.7 million (the Restated Note), and the
revolving credit facility is evidenced by an additional secured convertible promissory note in the principal amount of $2.5 million (the New Commitment Note and, together with the Restated Note, the Notes). The Notes bear
interest at a rate equal to LIBOR plus 1.0% per annum and are secured by substantially all the Companys assets pursuant to an amended and restated security agreement. Each of the Notes requires quarterly payments of interest commencing on
June 30, 2008, and matures on March 31, 2010.

Overview

Digital Lightwave, Inc. provides the global fiber-optic communications industry with products and technology used to develop, install, maintain, monitor and manage fiber optic-based networks. Telecommunications
service providers, owners of private networks (utilities, government and large enterprises) and equipment manufacturers deploy the Companys products to provide quality assurance and ensure optimum performance of advanced optical communications
networks and network equipment. The Companys products are sold worldwide to leading and emerging telecommunications service providers, telecommunications equipment manufacturers, equipment leasing companies and international distributors.



20



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##### Table of Contents

The Companys net sales are generated from sales of its products less an estimate for customer
returns. We expect that the average selling price of our products will fluctuate based on a variety of factors, including market demand, product configuration, potential volume discounts to customers, the timing of new product introductions and
enhancements and the introduction of competitive products. Because the cost of goods sold tends to remain relatively stable for any given product, fluctuations in the average selling price may have a material adverse effect on our business,
financial condition and results of operations.

Sales of our products have tended to be concentrated with a few major customers and we
expect sales will continue to be concentrated with a few major customers in the future. For the year ended December 31, 2007, one customer accounted for approximately 11% of net sales. For the year ended December 31, 2006, two customers
accounted for, in the aggregate, approximately 27% of net sales. For the year ended December 31, 2005, three customers accounted for, in the aggregate, approximately 32% of net sales. No other customer accounted for sales of 10% or more during
those years.

The Company recognizes revenue from the sale of products when persuasive evidence of an arrangement exists, the product has
been delivered, the price is fixed and determinable and collection of the resulting receivable is reasonably assured. When selling through a distributor to an end-user customer, we either obtain an end-user purchase order documenting the order
placed with the distributor or proof of delivery to the end-user as evidence that a sales arrangement exists. No revenue is recognized on products shipped on a trial basis. We believe that our accrued warranty reserve is sufficient to meet our
responsibilities for potential future warranty work on products sold.

The Company has not entered into long-term agreements or blanket
purchase orders for the sale of our products and, accordingly, does not carry substantial backlog from quarter-to-quarter. Our sales during a particular quarter are highly dependent upon orders placed by customers during that period. Consequently,
sales may fluctuate significantly from quarter-to-quarter and year-to-year reflecting the timing and amount of our customers ordering trends. Because most of our operating expenses are relatively fixed and cannot be easily reduced in response to
decreased revenues, quarterly fluctuations in sales may have a significant effect on net income.

To maintain our market share, we are
focused on maintaining technological leadership with our product lines and expanding our sales network to identify emerging opportunities and improve our account presence. During fiscal years 2005 through 2007, we expanded our international presence
through the use of local distributors in Europe, Asia and the Middle East, while maintaining strong relationships with important domestic customers. Technologically, we continue to develop new applications for our installed product base to be
realized with the use of new modular add-ons and enhancements to meet the growing needs of global high-speed data service requirements. During fiscal years 2006 and 2007, we broadened our product offering and capabilities with the following
important new products and enhancements:

Fiscal Year 2006



| |  |  | Introduction of 1.5, 2, 34, 45 and 139Mbps Jitter/Wander to NIC, allows for Jitter and Wander testing of PDH and T-Carrier networks and enables a
single NIC Plus or NIC EP chassis to support Jitter and Wander testing from 1.5Mbps to 10.7Gbps.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Introduction of Next-Gen Multi-Rate (NGMR) module for NIC platform, an updated version of Optical Multi-Rate (OMR) module for SONET/SDH/OTN testing
from 51Mbps to 10.7Gbps plus several test options including NextGen features that are delivered by use of license keys. Uses pluggable SFP and XFP optics.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 10 Gbps Ethernet functionality test option added to the NGMR module, enables Ethernet testing at 10Gbps LAN+WAN in the same module that supports
SONET/SDH/OTN.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | 10 Gbps Ethernet FEC test option added to the NGMR module,enabling the testing of Ethernet traffic embedded in OTN OTU-2 signal.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | ODU-1 to ODU-2 multiplexing test option added to NGMR module, enables the testing of multiplexing/de-multiplexing four ODU-1 streams into a single
ODU-2. This was an industry first.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Introduction of NextGen SONET/SDH test options for the NGMR, including VCAT (Virtual Concatenation), LCAS (Link Capacity Adjustment Scheme) and GFP
(Generic Framing Procedure)
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Fiscal Year 2007



| |  |  | Introduction of Gigabit Ethernet Test Option to NGMR, enabling Ethernet testing at 1Gbps in the same module that supports SONET/SDH/OTN.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Introduction of GFP into OTN Test Option to NGMR, enabling NextGen GFP mapping direct to Optical Transport Network (OTN) rates.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | Began development of 40/43Gbps testing module for NIC platform.
| | - |  | ---------------------------------------------------------------



| |  |  | Introduction of Fiber Channel Test Option on High-Density Ethernet Module, enabling Fiber Channel testing application for Storage Area Network (SAN)
applications.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Introduced NXG Series (NIC NXG and NIC Plus NXG), to highlight the capabilities of the Next Generation Multi-Rate (NGMR) module.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------

We believe that these product enhancements will further complement our product portfolio and enable us to offer a
broader range of products to our global customers.

Critical Accounting Policies

We believe that estimating valuation allowances and accrued liabilities are critical in the portrayal of our financial condition and results of operations
and they require difficult, subjective and complex judgments that are often the results of estimates that are inherently uncertain.Specifically, we believe the following estimates to be critical:



| |  |  | sales returns and other allowances;
| | - |  | -----------------------------------



| |  |  | reserve for uncollectible accounts;
| | - |  | -----------------------------------



| |  |  | reserve for excess and obsolete inventory;
| | - |  | ------------------------------------------



| |  |  | assessments of uncertain tax positions;
| | - |  | ---------------------------------------



| |  |  | impairment of long-lived assets;
| | - |  | --------------------------------



| |  |  | deferred tax valuation allowance;
| | - |  | ---------------------------------



| |  |  | warranty reserve; and
| | - |  | ---------------------



| |  |  | pending litigation.
| | - |  | -------------------

We make
significant judgments and estimates and assumptions in connection with establishing the above-mentioned valuation allowances. If we made different judgments or used different estimates or assumptions for establishing such amounts, it is likely that
the amount and timing of our revenue or operating expenses for any period would be materially different.

We derive our revenues
principally from product sales. We recognize revenue from the sale of products when persuasive evidence of an arrangement exists, the product has been delivered, the price is fixed and determinable and collection of the resulting receivable is
reasonably assured. We estimate the amount of



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potential future product returns related to current period product revenue. We consider many factors when making our estimates, including analyzing
historical returns, current economic trends, changes in customer demand and acceptance of our products to evaluate the adequacy of the sales returns and other allowances. Our estimate for the provision for sales returns and other allowances as of
December 31, 2007 was approximately $54,000.

We also estimate the collectibility of our accounts receivable. We consider many factors
when making our estimates, including analyzing accounts receivable and historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in our customer payment terms when evaluating the adequacy of the
reserve for uncollectible accounts. Our accounts receivable balance as of December 31, 2007 was $3.9 million, net of our estimated reserve for uncollectible accounts of approximately $77,000.

We estimate the amount of excess and obsolete inventory. We consider many factors when making our estimates, including analyzing current and expected
sales trends, the amount of current parts on hand, the current market value of parts on hand and the viability and technical obsolescence of our products. The assumptions made relative to expected sales trends are subjective in nature and have a
material impact on the estimate of the reserve requirement. Should future sales trends, in total or by product line, fluctuate from that used in our estimates, this reserve could be overstated or understated. Our inventory balance was $2.8 million
as of December 31, 2007, net of our estimated reserve for excess and obsolete inventory of approximately $13.9 million. Annually, we assess the utility of our inventory and determine the potential disposition of any obsolete items.

On January 1, 2007, the Company adopted the provisions of the Financial Accounting Standards Board Interpretation No. 48, Accounting for
Uncertainty in Income Taxes (FIN 48), an interpretation of Financial Accounting Standards Board No. 109, Accounting for Income Taxes (FASB 109). FIN 48 prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax position taken in a tax return. The Company must determine whether it is more-likely-than-not that a tax position will be sustained upon examination,
including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured
to determine the amount of benefit to recognize in the financial statements. FIN 48 applies to all tax positions related to income taxes subject to FASB 109. Based on the analysis performed, the Company did not record any unrecognized tax
positions as of December 31, 2007. There is a possibility that a limitation on the Companys net operating loss carryforwards may have come into effect under Section 382 of the Internal Revenue Code as a result of cumulative stock
ownership changes. As of December 31, 2007, the impact of such a limitation has no impact on the accompanying financial statements since all net operating losses have a full valuation allowance; however, such a limitation could impact
substantially the reported gross asset related to the net operating loss carryforwards.

We estimate the impairment of long-lived assets.
We monitor events and changes in circumstances that indicate whether carrying amounts of long-lived assets may not be recoverable. These events and circumstances include decrease in market price of a long-lived asset, change in the manner in which a
long-lived asset is used, changes in legal factors and a current-period operating loss or cash flow loss combined with a history of operating losses or cash flow losses or a forecast that demonstrates continuing losses associated with the use of
long-lived assets. When such an event or changes in circumstance occur, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. We
recognize impairment when there is an excess of the assets carrying value over the fair value as estimated using a discounted expected future cash flows model. In estimating undiscounted expected future cash flows, we must make judgments and
estimates related to future sales and profitability. Should future sales trends or profitability be significantly less than that forecasted, our impairment could be understated. We could be required to take an additional impairment charge in the
future should our actual cash flows be less than forecasted. During the year ended December 31, 2007, a review of the carrying value of our long-lived assets and the probability of recovering such value indicated a $19,000 impairment charge was
required.



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We recognize deferred tax liabilities and assets for expected future tax consequences of events that have
been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the consolidated financial statements and the tax basis of assets and liabilities using enacted
tax rates in effect for the year in which the differences are expected to reverse. We provide for a valuation allowance for the deferred tax assets when we conclude that it is more likely than not that the deferred tax assets will not be realized.

We estimate the amount of our warranty reserve. We consider many factors when making our estimate, including historical trends, the number
of products under warranty, the costs of replacement parts and the expected reliability of our products. We believe that our accrued warranty reserve is sufficient to meet our responsibilities for potential future warranty work on products sold. Our
accrued warranty reserve as of December 31, 2007 was approximately $471,000.

We estimate the amount of liability the Company may
incur as a result of pending litigation. As of December 31, 2007, we are not aware of any pending litigation, claims or assessments. Accordingly, there is no accrual for pending litigation at December 31, 2007.

Results of Operations

The following table sets forth
certain financial data expressed as a percentage of net sales.



|                                       |  |                         |    |  |      |    |  |      |   
|-------------------------------------- |  | ----------------------- | -- |  | ---- | -- |  | ---- | --
|                                       |  | Year Ended December 31, |   
|                                       |  | 2007                    |    |  | 2006 |    |  | 2005 |   
|Net sales                              |  | 100                     | %  |  | 100  | %  |  | 100  | % 
|Cost of goods sold                     |  | 51                      |    |  | 78   |    |  | 85   |   
|                                       |  |                         |    |  |      |    |  |      |   
|Gross profit                           |  | 49                      |    |  | 22   |    |  | 15   |   
|Operating expenses:                    |  |                         |    |  |      |    |  |      |   
|Engineering and development            |  | 17                      |    |  | 43   |    |  | 60   |   
|Sales and marketing                    |  | 19                      |    |  | 29   |    |  | 45   |   
|General and administrative             |  | 9                       |    |  | 33   |    |  | 27   |   
|Gain on sale of property and equipment |  | (2                      | )  |  |     |    |  |     |   
|Impairment of long-lived assets        |  |                        |    |  |     |    |  | 26   |   
|                                       |  |                         |    |  |      |    |  |      |   
|Total operating expenses               |  | 43                      |    |  | 105  |    |  | 158  |   
|                                       |  |                         |    |  |      |    |  |      |   
|Operating income (loss)                |  | 6                       |    |  | (83  | )  |  | (143 | ) 
|Interest income                        |  |                        |    |  |     |    |  |     |   
|Interest expense                       |  | (26                     | )  |  | (55  | )  |  | (32  | ) 
|Other income (expense),net             |  | (1                      | )  |  |     |    |  | 11   |   
|                                       |  |                         |    |  |      |    |  |      |   
|Loss before income taxes               |  | (21                     | )  |  | (138 | )  |  | (164 | ) 
|                                       |  |                         |    |  |      |    |  |      |   
|Net income (loss)                      |  | (21                     | )% |  | (138 | )% |  | (164 | )%
|                                       |  |                         |    |  |      |    |  |      |   



| | Represents less than 1% of net sales.
|- | -------------------------------------

Year Ended December 31,
2007 Compared With Year Ended December 31, 2006

Net Sales

Net sales for the year ended December 31, 2007, increased by $1.6 million, or 15%, to $12.1 million from $10.5 million for the year ended December 31, 2006. Sales to repeat customers for the year represented
approximately 96% of sales, or $11.6 million, as compared to approximately 86% of sales, or $9.0, million for 2006. During 2007, the Company shipped 300 total NIC and NAA units as compared to 200 units for the year ended December 31, 2006. The
increase in net sales was a result of enforcement of a higher margin policy for all sales.



24



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##### Table of Contents

International sales for the year ended December 31, 2007, as a percentage of net sales, increased
from 28% to 32% of net sales. For the year ended December 31, 2007, international sales increased by $1.1 million or 39% to $3.9 million from $2.8 million over the prior year.

Cost of Goods Sold

Cost of goods sold includes direct material costs and the costs of material
purchased from third-party manufacturers as well as labor and overhead for production and service. Cost of goods sold for the year ended December 31, 2007 decreased by $2.1 million, or 26%, to $6.1 million as compared to $8.2 million for the
year ended December 31, 2006. The decrease in cost of goods sold was due to providing licensed high end features that do not require an additional hardware expense.

Gross Profit

Gross profit for the year ended December 31, 2007, improved to $5.9 million from
$2.3 million for the year ended December 31, 2006. Gross margins for the years ended December 31, 2007 and 2006 were approximately 49% and 22%, respectively. The increase in gross profit is attributable to the decrease in cost of goods
sold directly resulting from offering higher end features earlier than most competitors and providing those features without additional hardware expense.

Engineering and Development

Engineering and development expenses principally include salaries for engineering, development
and certain operations personnel, outside consulting fees and other development expenses. Engineering and development expenses for the year ended December 31, 2007, decreased by $2.5 million to $2.0 million, or 17% of net sales, from $4.5
million, or 43% of net sales, for the year ended December 31, 2006. The decrease reflects the decrease in staff during 2006.

Sales and Marketing

Sales and marketing expenses principally include salaries for sales, commissions, travel, tradeshows, promotional materials and
warranty expenses. Sales and marketing expenses for the year ended December 31, 2007, decreased by $700,000 to $2.3 million, or 19% of net sales, from $3.0 million, or 29% of net sales, for the year ended December 31, 2006. The decrease
was primarily attributable to the decreases in sales staff and travel expenses.

General and Administrative

General and administrative expenses principally include salaries, other compensation, professional fees, facility rentals, and information systems related
to general management functions. General and administrative expenses for the year ended December 31, 2007, decreased by $2.4 million to $1.1 million, or 9% of net sales, from $3.5 million, or 33% of net sales, for the year ended
December 31, 2006. This decrease was primarily a result of the 2006 expense of $2.1 million in termination fees resulting from the Companys execution and delivery of the expiration agreement for the property located at 15550 Lightwave
Drive, Clearwater, Florida. General and administrative expenses also decreased due to lower professional service fees, facility rentals and a reduction in the general and administrative workforce.

Impairment of Property and Equipment

During the
fiscal year ended December 31, 2007, the Company incurred a non-cash impairment charge of $19,000. During the fiscal year ended December 31, 2006, the Company did not incur a non-cash impairment charge.



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Other Income (Expense)

Other expense for the year ended December 31, 2007, decreased by $2.5 million to $3.3 million from $5.8 million of other expense in the year ended December 31, 2006. The decrease was primarily attributable
to lower interest expense on the outstanding debt owed to Optel resulting from the conversion that occurred in January 2007, offset by smaller amounts of current year borrowings.

Provision for Income Taxes

No provision for income taxes was made for the years ended
December 31, 2007 and 2006 due to the Companys expected annual net losses. Any tax benefits resulting from the Companys net loss have not been recognized due to a full valuation allowance for deferred tax assets being recorded as a
result of managements belief it is more likely than not that future tax benefits will not be realized as a result of future income.

Net Loss

For the reasons discussed above, net loss for the year ended December 31, 2007, was $2.6 million, or $0.01 per basic and diluted
share, a decrease of approximately $12.0 million, from a net loss of $14.5 million, or $0.41 per basic and diluted share, for the year ended December 31, 2006.

Year Ended December 31, 2006 Compared With Year Ended December 31, 2005

Net Sales

Net sales for the year ended December 31, 2006, decreased by $2.4 million, or 19%, to $10.5 million from $12.9 million for the year ended
December 31, 2005. Sales to repeat customers for the year represented approximately 86% of sales, or $9.0 million as compared to approximately 78% of sales, or $10.1 million for 2005. During 2006, the Company shipped 200 total NIC and NAA units
as compared to 309 units for the year ended December 31, 2005. The decrease in net sales was a result of enforcement of a higher margin policy for all sales and the reduction of the sales force throughout 2006.

International sales for the year ended December 31, 2006, as a percentage of net sales, decreased from 36% to 28% of net sales. For the year ended
December 31, 2006, international sales decreased by $1.9 million or 40% to $2.8 million from $4.7 million over the prior year.

Cost of Goods Sold

Cost of goods sold for the year ended December 31, 2006 decreased by $2.8 million, or 25%, to $8.2 million as compared to $11.0
million for the year ended December 31, 2005. The decrease in cost of goods sold was due to lower overall sales and the percentage decrease was the result of enforcement of higher margin policy for all sales.

Gross Profit

Gross profit for the year ended
December 31, 2006, improved to $2.3 million from $1.9 million for the year ended December 31, 2005. Gross margins for the years ended December 31, 2006 and 2005 were approximately 22% and 15%, respectively. The increase in gross
profit is attributable to the enforcement of higher margin policy for all sales.

Engineering and Development

Engineering and development expenses for the year ended December 31, 2006, decreased by $3.3 million to $4.5 million, or 43% of net sales, from $7.8
million, or 60% of net sales, for the year ended December 31, 2005. The decrease in spending reflected the elimination of prototyping costs associated with some hardware developments, which were completed in 2005, as well as a reduction in
engineering personnel. These decreases were partially offset by additional expense related to stock compensation.



26



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##### Table of Contents

Sales and Marketing

Sales and marketing expenses for the year ended December 31, 2006, decreased by $2.8 million to $3.0 million, or 29% of net sales, from $5.8 million, or 45% of net sales, for the year ended December 31,
2005. The decrease was primarily attributable to the decreases in sales staff and travel expenses.

General and Administrative

General and administrative expenses for the year ended December 31, 2006, increased by $49,000 to $3.5 million, or 33% of net sales, from $3.5
million, or 27% of net sales, for the year ended December 31, 2005. This increase included approximately $2.1 million in termination fees resulting from the Companys execution and delivery of the expiration agreement for the property
located at 15550 Lightwave Drive, Clearwater, Florida, offset by a decrease in fees for professional services, facility rentals and a reduction in the general and administrative workforce.

Impairment of Property and Equipment

During the
fiscal year ended December 31, 2006, the Company did not incur a non-cash impairment charge. For fiscal year ended December 31, 2005, the Company recorded a total non-cash impairment charge for the remaining balance of its long-lived
assets, which included $3.2 million and $200,000 on its property and equipment and other assets, respectively. (See Note 1 to the Consolidated Financial StatementsSummary of Significant Accounting Policies)

Other Income (Expense)

Other expense for the year
ended December 31, 2006, increased by $3.2 million to $5.8 million from $2.6 million of other expense in the year ended December 31, 2005. The increase was primarily attributable to increased interest expense on the outstanding debt owed
to Optel. In 2005 the Company benefited from the forgiveness of indebtedness owed to Jabil Circuit, Inc. and CIT totaling approximately $1.6 million, which was offset by interest expense of approximately $1.1 million.

Provision for Income Taxes

No provision for income
taxes was made for the years ended December 31, 2006 and 2005 due to the Companys expected annual net losses. Any tax benefits resulting from the Companys net loss have not been recognized due to a full valuation allowance for
deferred tax assets being recorded as a result of managements belief it is more likely than not that future tax benefits will not be realized as a result of future income.

Net Loss

For the reasons discussed above, net loss for the year ended December 31, 2006, was
$14.5 million, or $0.41 per diluted share, a decrease of approximately $6.6 million, from a net loss of $21.1 million, or $0.60 per diluted share, for the year ended December 31, 2005.

Liquidity and Capital Resources

On April 4,
2008, the Company and Optel entered into a Credit and Restructuring Agreement (the Credit Agreement) pursuant to which (a) the Companys existing indebtedness owed to Optel, consisting of approximately $28.0 million of
principal, that bore interest at 10% per annum, and accrued interest thereon of approximately $7.7 million, all of which was due and payable upon demand by Optel, was restructured and (b) Optel agreed to make a $2.5 million revolving
credit facility available to the Company.



27



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##### Table of Contents

Pursuant to the Credit Agreement, the restructured indebtedness is evidenced by a new secured convertible
promissory note in the principal amount of approximately $35.7 million (the Restated Note), and the revolving credit facility is evidenced by an additional secured convertible promissory note in the principal amount of $2.5 million (the
New Commitment Note and, together with the Restated Note, the Notes). The Notes bear interest at a rate equal to LIBOR plus 1.0% per annum and are secured by substantially all the Companys assets pursuant to an amended
and restated security agreement. Each of the Notes requires quarterly payments of interest commencing on June 30, 2008, and matures on March 31, 2010.

All the indebtedness evidenced by the Notes is convertible into common stock of the Company at the option of Optel at any time following approval of the conversion feature by the disinterested stockholders (as
described below) at a conversion price based on the average trading price of the stock during the five-day period preceding the date of any conversion. The Company and Optel have made it a condition to the indebtedness evidenced by the Notes
becoming convertible, that the conversion feature be approved by the holders of a majority of the outstanding shares of common stock of the Company who are not affiliated with Optel or any of its affiliates at the Companys 2009 annual meeting
of stockholders. If such holders do not approve the conversion feature, the outstanding debt and accrued interest would immediately become due and payable in full upon demand by Optel at any time after the stockholders meeting.

Pursuant to a Registration Rights Agreement entered into in connection with the Credit Agreement, the Company has agreed to file, upon written demand by
Optel, a registration statement covering the resale by Optel of the shares of common stock issuable upon conversion of the Notes.

As of
December 31, 2007, the Companys unrestricted cash and cash equivalents were approximately $12,000, a decrease of $413,000 from December 31, 2006. As of December 31, 2007, the Companys working capital was approximately $4.6
million as compared to a working capital deficit of $62.9 million as of December 31, 2006. During 2007, we incurred a net loss of $2.6 million and cash flows used by operations of $1.4 million. In 2006, we incurred a net loss of $14.5 million
and cash flows used by operations of $7.9 million. We had an accumulated deficit of $153.4 million as of December 31, 2007.

Beginning
in the third quarter of 2001 and continuing through December 31, 2007, the Company has incurred combined net losses of $166.5 million. The Company may continue to incur net losses in fiscal year 2008. Management has taken actions to reduce
operating expenses and capital expenditures. These actions include restructuring operations to more closely align operating costs with revenues.

On May 15, 2006, Optel established an irrevocable letter of credit in the amount of approximately $278,339 on the Companys behalf and naming Highwoods/Florida Holdings, L.P., the Companys landlord, as beneficiary. The
letter of credit expires July 31, 2011.

Operating Activities

Net cash used in operating activities for the year ended December 31, 2007, was $1.4 million. This was primarily attributable to the net loss in 2007 of $2.6 million. The decrease in accounts payable and accrued
expenses totaled approximately $5.4 million. This decrease resulted primarily from the net of the conversion of $7.75 million of accrued interest to stock, payback of accrued interest of $325,000, accrued but unpaid interest expenses of $3.2 million
and a decrease in unpaid trade accounts payable of $447,000. The increase of on-hand inventory used operating cash of $111,000. A decrease in prepaid expenses and other assets provided operating cash of $104,000. Accounts receivable used operating
cash of approximately $1.5 million on net sales of approximately $12.1 million, as cash collections outpaced new customer billings.

Net
cash used in operating activities for the year ended December 31, 2006, was $7.9 million. This was primarily attributable to the net loss in 2006 of $14.5 million. Included in the net loss from operations was an increase in the provision for
excess and obsolete inventory of $1.0 million. The increase in accounts payable and accrued expenses, which totaled approximately $3.6 million, resulted primarily from accrued but unpaid interest



28



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##### Table of Contents

expenses of $5.8 million and from unpaid trade accounts payable of $1.2 million. Usage of on-hand inventory provided operating cash of $1.1 million. An
increase in prepaid expenses and other assets used operating cash of $114,000. Accounts receivable produced operating cash of approximately $287,000 on net sales of approximately $10.5 million, as cash collections outpaced new customer billings.

Net cash used in operating activities for the year ended December 31, 2005, was $13.6 million. This was primarily attributable to the
net loss in 2005 of $21.1 million. The net loss from operations was favorably adjusted for a $3.4 million impairment charge, $374,000 forgiveness of a related party note receivable, $879,000 of depreciation and amortization; and offset by a $1.7
million gain on settlement of accounts payable and accrued litigation and a decrease in the provision for excess and obsolete inventory of $539,000. The increase in accounts payable and accrued expenses which totaled approximately $5.1 million
resulted primarily from accrued but unpaid interest expenses of $2.9 million, unpaid trade accounts payable of $1.6 million, and from the conversion of $1.0 million of debt to stock, which was applied first to accrued interest. Usage of on-hand
inventory and prepaid expenses and other assets provided operating cash of $276,000 and $326,000, respectively. Accounts receivable used operating cash of approximately $603,000 on net sales of approximately $12.9 million, as new customer billings
outpaced cash collections.

Investing Activities

Investing activities provided a net of $246,000 during the year ended December 31, 2007 due to sales of property and equipment. No investing activities took place in 2006. Net cash used in investing activities
was approximately $262,000 for the year ended December 31, 2005. This was primarily the result of the purchase of property and equipment to further the development of technologies and corresponding new products.

Financing Activities

Net cash provided by financing
activities for the year ended December 31, 2007 of $783,000 was a result of $1.06 million additional financing provided by Optel, LLC and Optel Capital, LLC (see Note 9 to the Consolidated Financial StatementsRelated Party
Transactions). On February 5, 2008 the Company paid one note in full totaling $230,000 plus interest and on February 19, 2008 made partial payment on a second note of $300,000 plus interest.

Net cash provided by financing activities for the year ended December 31, 2006 of $7.9 million was principally a result of $7.9 million additional
financing provided by Optel, LLC and Optel Capital, LLC (see Note 9 to the Consolidated Financial StatementsRelated Party Transactions).

Net cash provided by financing activities for the year ended December 31, 2005 of $13.5 million was principally a result of $15.4 million additional financing provided by Optel, LLC and Optel Capital, LLC (see Note 9 to the
Consolidated Financial StatementsRelated Party Transactions) offset by payments of $1.9 million made on notes payable to Jabil in conjunction with scheduled payments and the Settlement Agreement (See Note 2 to the Consolidated Financial
StatementsInventories). The proceeds provided by Optels financing were used to fund the operating losses.

Legal Proceedings

As of the date of this report, the Company is not aware of any pending litigation, claims or assessments that would have a material adverse effect on
the Companys business, financial condition and results of operations. (See Note 12 to the Consolidated Financial StatementsLegal Proceedings)

New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value and requires enhanced disclosures about
fair value



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##### Table of Contents

measurements. SFAS 157 creates a fair value hierarchy, which prioritizes the inputs that should be used in determining fair value. Under this pronouncement,
companies must provide disclosures containing relevant information in the financial statements, allowing users to assess inputs used to measure fair value, as well as the effect of those measurements on earnings for the periods presented, including
a reconciliation of the beginning and ending balances separately for each major category of assets and liabilities. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. The Company has not determined the impact of adopting SFAS 157 on their financial position.

In February 2007,
the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an Amendment of Statement of Financial Accounting Standards Statement No. 115 (SFAS 159), which permits
entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity is required to report unrealized gains and losses on items for which the fair value option has been elected
in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. The Company has not determined the impact of adopting SFAS 159 on its financial position.

Off-Balance Sheet Arrangements

During the fiscal year ended December 31, 2007, the Company did not engage in any off-balance sheet arrangements as defined in
Item 303(a)(4) of Regulation S-K.

Other Material Commitments

The Companys contractual cash obligations as of December 31, 2007 are summarized (in thousands) in the table below.



|                                   |  |       |        |         |   |            |  |            |        |          |   |     |  |   |  
|---------------------------------- |  | ----- | ------ | ------- | - | ---------- |  | ---------- | ------ | -------- | - | --- |  | - | -
|Contractual Cash Obligations       |  | Total |        | < 1year |   | 1 - 3years |  | 3 - 5years |        | > 5years
|Notes PayableRelated Party(1)     |  | $     | 28,475 |         | $ | 530        |  | $          | 27,945 |          | $ |    |  | $ | 
|Interest PayableRelated Party(1)  |  |       | 6,852  |         |   |           |  |            | 6,852  |          |   |    |  |   | 
|Operating leases                   |  |       | 1,024  |         |   | 272        |  |            | 577    |          |   | 175 |  |   | 
|Non-cancelable purchase orders(2)  |  |       | 1,121  |         |   | 1,121      |  |            |       |          |   |    |  |   | 
|                                   |  |       |        |         |   |            |  |            |        |          |   |     |  |   |  
|Total contractual cash obligations |  | $     | 37,472 |         | $ | 1,923      |  | $          | 35,374 |          | $ | 175 |  | $ | 
|                                   |  |       |        |         |   |            |  |            |        |          |   |     |  |   |  



|(1) | See Note 6 to the Consolidated Financial StatementsNotes Payable, Line of Credit and Letter of Credit
|--- | ------------------------------------------------------------------------------------------------------

|(2) | Reflects non-cancelable inventory purchase orders.
|--- | --------------------------------------------------

Trends and
Uncertainties

During 2007, the telecommunications industry continued to experience moderate growth. This recovery follows a period from
2001 to 2005 where the economy in general and the telecommunications industry specifically experienced a significant downturn. While there can be no assurance of the continuation of the current positive trends in the economy and in the telecom
industry, we see the recovery in the telecommunications sector and fiber optic test equipment market continuing in the near term.



|Item 7A. | Quantitative and Qualitative Disclosures about Market Risk
|-------- | ----------------------------------------------------------

We are not exposed to material fluctuations in currency exchange rates because the majority of our sales and expenses are denominated in U.S. dollars. Our cash balances are invested in short-term, interest-bearing
money market accounts. We believe that the impact of a 10% increase or decline in interest rates would not be material to our investment income.



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|Item 8. | Consolidated Financial Statements and Supplementary Data
|------- | --------------------------------------------------------

The financial statements required by this Item are set forth at the end of this Annual Report on Form 10-K.



|Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
|------- | -------------------------------------------------------------------------------------

None.



|Item 9A. | Controls and Procedures
|-------- | -----------------------

Disclosure
Controls and Procedures

Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure
controls and procedures pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2006. Based on this evaluation, our
principal executive officer and principal financial officer concluded that, as of December 31, 2007, (1) our disclosure controls and procedures are not sufficiently effective pursuant to the requirements of the Sarbanes-Oxley Act of 2002
for companies our size, (2) information to be disclosed in reports we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms promulgated under the Exchange Act, and
(3) information required to be disclosed in reports filed under the Exchange Act is accumulated and communicated to the principal executive officer and principal financial officer as appropriate to allow timely decisions regarding required
disclosure. There were no changes in the Companys internal control over financial reporting that occurred during the Companys last fiscal quarter that have materially affected or are reasonably likely to materially affect, the
Companys internal control over financial reporting.

Managements Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The Companys internal control
over financial reporting is a process designed under the supervision of the Companys principal executive officer and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of the Companys financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Management has commenced an assessment of the effectiveness of the Companys internal
control over financial reporting as of December 31, 2007, based on the framework established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We have not
completed the testing and assessment of all of the items required by Section 404 of the Sarbanes-Oxley Act of 2002. However, we have identified the following material weaknesses in our internal control over financial reporting based on the
procedures completed and findings to date: (i) insufficient controls over the application of generally accepted accounting principles with respect to accounting for reporting of inventory usage, (ii) insufficient personnel resources within
the accounting function to resolve non-routine or complex accounting matters, and (iii) insufficient controls over and review of the quarterly and year-end financial statement close and review process. We currently are unable to determine
whether any of the material weaknesses identified will be remediated by the end of our first quarter of fiscal 2008 and may be required to report in our Quarterly Report on Form 10-Q for the first quarter of fiscal 2008 or in subsequent reports
filed with the Securities and Exchange Commission that material weaknesses in our internal controls continue to exist. Based on our evaluation to date, we do not believe that these material weaknesses materially impacted the financial information
for prior periods. Accordingly, we currently do not expect that we will be required to restate our financial statements for any prior periods.

This Annual Report on Form 10-K does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by
the companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only managements report in this Annual Report on Form 10-K.



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Remediation

Prior to the identification of such material weaknesses we had already undertaken a number of steps to design and implement more effective internal controls, including: (i) retention of a consultant to assist in the establishment,
documentation and testing of internal controls, (ii) monthly and quarterly cycle counts to ensure accurate inventory usage on active inventory, (iii) implementation of a new accounting system to automate inventory usage reporting,
(iv) increased staff training on the application of accounting pronouncements, and (v) documentation and improvement of procedures for the financial statement close process.

We are continuing our review and steps to improve internal control over financial reporting and intend to undertake all actions necessary to remediate
any material weaknesses in internal controls, as well as deficiencies and significant deficiencies that may be identified. There were no changes in the Companys internal control over financial reporting that occurred during the Companys
last fiscal quarter that have materially affected or are reasonably likely to materially affect, the Companys internal control over financial reporting.



|Item 9B. | Other Information
|-------- | -----------------

None.



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PART III

Certain information required by Part III is omitted from this report in that the registrant intends to file a definitive proxy statement pursuant to Regulation 14A (the Proxy Statement) not later than 120
days after the end of the fiscal year covered by this Report, and certain information included therein is incorporated herein by reference.



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------

The information required by this Item will be set forth in the Proxy Statement for the Companys annual meeting of stockholders to be held on May 20, 2008, (the Proxy Statement), which
information is hereby incorporated herein by reference.



|Item 11. | Executive Compensation
|-------- | ----------------------

The
information required by this Item will be set forth in the Proxy Statement, which information is hereby incorporated herein by reference.



|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

The information required by this Item will be set forth in the Proxy Statement, which information is hereby incorporated herein by reference.



|Item 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------

The information required by this Item will be set forth in the Proxy Statement, which information is hereby incorporated herein by reference.



|Item 14. | Principal Accountant Fees and Services
|-------- | --------------------------------------

The information required by this Item will be set forth in the Proxy Statement, which information is hereby incorporated herein by reference.



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PART IV



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------



|(a) | The following documents are filed as a part of this report:
|--- | -----------------------------------------------------------



| | 1. | Financial Statements. See the Consolidated Financial Statements included with this report, the index to which is set forth on page F-1.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Financial Statement Schedules. See the last page of the Consolidated Financial Statements.
| | -- | ------------------------------------------------------------------------------------------



| | 3. | Exhibits. The following sets forth a list of the exhibits required by Item 601 of Regulation S-K and Item 15(b) of this form:
| | -- | -----------------------------------------------------------------------------------------------------------------------------



|            |  |      |  |   |  |                                                                                                                                         
|----------- |  | ---- |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Ref. |  |   |  | Description                                                                                                                             
|            |  |      | 
|3.1         |  | (1)  |  | - |  | Certificate of Incorporation of the Company.                                                                                            
|            |  |      | 
|3.2         |  | (2)  |  | - |  | Amendment to Certificate of Incorporation of the Company dated June 21, 2002.                                                           
|            |  |      | 
|3.3         |  | (2)  |  | - |  | Amended and Restated By-laws of the Company dated June 21,2002.                                                                         
|            |  |      | 
|3.4         |  | (4)  |  | - |  | Certificate of Amendment to the Amended and Restated Certificate of Incorporation.                                                      
|            |  |      | 
|4.1         |  | (1)  |  | - |  | Specimen Certificate for the Common Stock.                                                                                              
|            |  |      | 
|10.1        |  | (1)* |  | - |  | Form of Indemnification Agreement between the Company and officers and directors of the Company.                                        
|            |  |      | 
|10.2        |  | (1)  |  | - |  | Digital Lightwave, Inc. 1996 Stock Option Plan.                                                                                         
|            |  |      | 
|10.3        |  | (3)* |  | - |  | Amendment to 1997 Employee Stock Purchase Plan.                                                                                         
|            |  |      | 
|10.4        |  | (4)* |  | - |  | Amended and Restated 2001 Stock Option Plan.                                                                                            
|            |  |      | 
|10.5        |  | (4)* |  | - |  | Severance Agreement between Digital Lightwave, Inc. and James R. Green dated February 15, 2005.                                         
|            |  |      | 
|10.6        |  | (5)  |  | - |  | Lease Expiration Agreement between Digital Lightwave, Inc. and Lightwave Drive, L.L.C., dated as of May 1, 2006 (executed May 15,
2006).
|            |  |      | 
|10.7        |  | (5)  |  | - |  | Service Center Building Lease between Digital Lightwave, Inc and Florida Holdings, L.P dated May 15, 2006.                              
|            |  |      | 
|10.8        |  | (5)  |  | - |  | Fowler Distribution Center Lease between Digital Lightwave, Inc. and Fowler DC, LLC. dated May 16, 2006.                                
|            |  |      | 
|10.9        |  | (6)  |  | - |  | Credit and Restructuring Agreement, between the Digital Lightwave, Inc. and Optel Capital, LLC. dated April 4,
2008                     
|            |  |      | 
|10.10       |  | (6)  |  | - |  | Secured Convertible Promissory Noted (Restated Noted), issued by Digital Lightwave, Inc. to Optel. Capital, LLC dated April 4, 2008     
|            |  |      | 
|10.11       |  | (6)  |  | - |  | Secured Convertible Promissory Noted (New Commitment Loans) issued by Digital Lighwave, Inc. to Optel Captial, LLC dated
April 4, 2008, 
|            |  |      | 
|10.12       |  | (6)  |  | - |  | Amended and Restated Security Agreement, between Digital Lightwave, Inc. and Optel Capital, LLC dated April 4,
2008.                    
|            |  |      | 
|10.13       |  | (6)  |  | - |  | Registration Rights Agreement, between Digital Lightwave, Inc. and Optel Capital, LLC. dated April 4, 2008                              



34



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##### Table of Contents

|            |  |      |  |   |  |                                                                                                                                                           
|----------- |  | ---- |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Ref. |  |   |  | Description                                                                                                                                               
|            |  |      | 
|23.1        |  | +    |  | - |  | Consent of Grant Thornton LLP.                                                                                                                            
|            |  |      | 
|24.1        |  | +    |  | - |  | Power of Attorney (included as part of signature page)                                                                                                    
|            |  |      | 
|31.1        |  | +    |  | - |  | Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                   
|            |  |      | 
|31.2        |  | +    |  | - |  | Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|            |  |      | 
|32.1        |  | +    |  | - |  | Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.    
|            |  |      | 
|32.2        |  | +    |  | - |  | Certification by the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.



|* | Indicates management contract or compensatory plan or arrangement.
|- | ------------------------------------------------------------------

|+ | Filed with this report.
|- | -----------------------

|(1) | Incorporated by reference to the similarly described exhibits filed in connection with the Registrants Registration Statement on Form S-1, File No. 333-09457, declared
effective by the Securities and Exchange Commission on February 5, 1997.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the similarly described exhibits filed in connection with the Registrants Form 10-Q for the quarter ended March 31, 2002.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to Appendix B to the registrants Proxy Statement file April 22, 2002 for the 2002 Annual Meeting of Stockholders held on May 20, 2002.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to Appendix A to the registrants Proxy Statement filed January 4, 2005, for a Special Meeting of Stockholders held on February 10, 2005.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to the similarly described exhibits filed in connection with the Registrants Form 8-K on May 18, 2006.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to the similarly described exhibits filed in connection with the Registrants Form 8-K on April 10, 2008.
|--- | -----------------------------------------------------------------------------------------------------------------------------------



|(b) | Exhibits. The exhibits listed in Item 15(a)(3) above are filed as part of, or incorporated by reference into, this report.
|--- | --------------------------------------------------------------------------------------------------------------------------



|(c) | Financial Statement Schedules. See Item 15(a)(2) above.
|--- | -------------------------------------------------------



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



DIGITAL LIGHTWAVE, INC.By:

/s/    KENNETH T.
MYERSKenneth T. Myers President and Chief Executive Officer


Date: April 14, 2008

We the undersigned directors and officers of the Registrant, hereby severally constitute Kenneth T. Myers our true lawful attorney with full power to him to sign for us, in our names, in the capacities indicated
below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                                           |  |                                                                     |  |               
|------------------------------------------ |  | ------------------------------------------------------------------- |  | --------------
|NAME                                       |  | TITLE                                                               |  | DATE          
|                                           |  |                                                                    
|/S/    KENNETH T.
MYERS Kenneth T. Myers   |  | President and Chief Executive Officer (Principal Executive Officer) |  | April 14, 2008
|                                           |  |                                                                    
|/S/    KENNETH T.
MYERS Kenneth T. Myers   |  | Interim Chief Accounting Officer (Principal Accounting Officer)     |  | April 14, 2008
|                                           |  |                                                                    
|/S/    DR. BRYAN J.
ZWAN Dr. Bryan J. Zwan |  | Chairman of the Board                                               |  | April 14, 2008
|                                           |  |                                                                    
|/S/    PETER H.
COLLINS Peter H. Collins   |  | Director                                                            |  | April 14, 2008
|                                           |  |                                                                    
|/S/    GERALD A.
FALLON Gerald A. Fallon   |  | Director                                                            |  | April 14, 2008
|                                           |  |                                                                    
|/S/    ROBERT F.
HUSSEY Robert F. Hussey   |  | Director                                                            |  | April 14, 2008
|                                           |  |                                                                    
|/S/    ROBERT
MOREYRA Robert Moreyra       |  | Director                                                            |  | April 14, 2008



36



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##### Table of Contents

Index to Financial Statements



|                                                                                 |  |     
|-------------------------------------------------------------------------------- |  | ----
|                                                                                 |  | Page
|Financial Statements                                                             |  |     
|                                                                                 | 
|Report of Independent Registered Public Accounting Firm                          |  | F-2 
|                                                                                 | 
|Consolidated Balance Sheets                                                      |  | F-3 
|                                                                                 | 
|Consolidated Statements of Operations                                            |  | F-4 
|                                                                                 | 
|Consolidated Statements of Stockholders Equity (Deficit) and Comprehensive Loss |  | F-5 
|                                                                                 | 
|Consolidated Statements of Cash Flows                                            |  | F-6 
|                                                                                 | 
|Notes to Consolidated Financial Statements                                       |  | F-7 



F-1



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Digital Lightwave, Inc.

We have audited the accompanying consolidated
balance sheets of Digital Lightwave, Inc. (a Delaware corporation) and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders equity (deficit) and comprehensive loss, and cash
flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
Digital Lightwave, Inc. and subsidiaries as of December 31, 2007, and 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting
principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, the Company adopted
financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxesan Interpretation of FASB Statement N. 109, effective January 1, 2007.

/s/    GRANT THORNTON LLP

Tampa, Florida

April 14, 2008



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##### Table of Contents

DIGITAL LIGHTWAVE, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)



|                                                                                                                                                       |  |                  |          |   |                  |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                                       |  | December 31,2007 |          |   | December 31,2006 |  
|ASSETS                                                                                                                                                 |  |                  |          |   |                  |   |          |  
|Current assets:                                                                                                                                        |  |                  |          |   |                  |   |          |  
|Cash                                                                                                                                                   |  | $                | 12       |   |                  | $ | 425      |  
|Accounts receivable, less reserve for uncollectible accounts of $77 and $84 in 2007 and 2006, respectively                                             |  |                  | 3,871    |   |                  |   | 2,385    |  
|Inventories, net                                                                                                                                       |  |                  | 2,840    |   |                  |   | 2,729    |  
|Prepaid expenses and other current assets                                                                                                              |  |                  | 184      |   |                  |   | 274      |  
|                                                                                                                                                       |  |                  |          |   |                  |   |          |  
|Total current assets                                                                                                                                   |  |                  | 6,907    |   |                  |   | 5,813    |  
|Property and equipment, net                                                                                                                            |  |                  |         |   |                  |   |         |  
|Other assets, net                                                                                                                                      |  |                  | 204      |   |                  |   | 218      |  
|                                                                                                                                                       |  |                  |          |   |                  |   |          |  
|Total assets                                                                                                                                           |  | $                | 7,111    |   |                  | $ | 6,031    |  
|                                                                                                                                                       |  |                  |          |   |                  |   |          |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                                  |  |                  |          |   |                  |   |          |  
|Current liabilities:                                                                                                                                   |  |                  |          |   |                  |   |          |  
|Accounts payable and accrued liabilities                                                                                                               |  | $                | 1,729    |   |                  | $ | 13,975   |  
|Current portion of notes payable to related party                                                                                                      |  |                  | 530      |   |                  |   | 54,645   |  
|Notes payable                                                                                                                                          |  |                  |         |   |                  |   | 50       |  
|                                                                                                                                                       |  |                  |          |   |                  |   |          |  
|Total current liabilities                                                                                                                              |  |                  | 2,259    |   |                  |   | 68,670   |  
|Other long-term liabilities                                                                                                                            |  |                  | 355      |   |                  |   | 239      |  
|Notes payable to related party                                                                                                                         |  |                  | 34,797   |   |                  |   |         |  
|                                                                                                                                                       |  |                  |          |   |                  |   |          |  
|Total liabilities                                                                                                                                      |  |                  | 37,411   |   |                  |   | 68,909   |  
|                                                                                                                                                       |  |                  |          |   |                  |   |          |  
|Commitments and Contingencies (Notes 8 and 12)                                                                                                         |  |                  |         |   |                  |   |         |  
|Stockholders deficit:                                                                                                                                 |  |                  |          |   |                  |   |          |  
|Preferred stock, $.0001 par value; authorized 20,000,000 shares; no shares issued or outstanding                                                       |  |                  |         |   |                  |   |         |  
|Common stock, $.0001 par value; authorized 300,000,000 shares; issued and outstanding 255,480,847 and 35,241,831 shares in 2007 and 2006,
respectively |  |                  | 26       |   |                  |   | 3        |  
|Additional paid-in capital                                                                                                                             |  |                  | 123,088  |   |                  |   | 87,982   |  
|Accumulated deficit                                                                                                                                    |  |                  | (153,414 | ) |                  |   | (150,863 | )
|                                                                                                                                                       |  |                  |          |   |                  |   |          |  
|Total stockholders deficit                                                                                                                            |  |                  | (30,300  | ) |                  |   | (62,878  | )
|                                                                                                                                                       |  |                  |          |   |                  |   |          |  
|Total liabilities and stockholders deficit                                                                                                            |  | $                | 7,111    |   |                  | $ | 6,031    |  
|                                                                                                                                                       |  |                  |          |   |                  |   |          |  

The accompanying notes are an integral part of these consolidated financial statements.



F-3



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##### Table of Contents

DIGITAL LIGHTWAVE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per-share data)



|                                                                 |  |                                  |             |   |      |   |            |      |  |   |            |  
|---------------------------------------------------------------- |  | -------------------------------- | ----------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                                 |  | For the Years Ended December 31, |            
|                                                                 |  | 2007                             |             |   | 2006 |   |            | 2005 | 
|Net sales                                                        |  | $                                | 12,058      |   |      | $ | 10,481     |      |  | $ | 12,882     |  
|Cost of goods sold                                               |  |                                  | 6,118       |   |      |   | 8,155      |      |  |   | 11,010     |  
|                                                                 |  |                                  |             |   |      |   |            |      |  |   |            |  
|Gross profit                                                     |  |                                  | 5,940       |   |      |   | 2,326      |      |  |   | 1,872      |  
|                                                                 |  |                                  |             |   |      |   |            |      |  |   |            |  
|Operating expenses:                                              |  |                                  |             |   |      |   |            |      |  |   |            |  
|Engineering and development                                      |  |                                  | 2,024       |   |      |   | 4,509      |      |  |   | 7,752      |  
|Sales and marketing                                              |  |                                  | 2,338       |   |      |   | 3,011      |      |  |   | 5,774      |  
|General and administrative                                       |  |                                  | 1,121       |   |      |   | 3,510      |      |  |   | 3,461      |  
|Gain on sale of property and equipment                           |  |                                  | (265        | ) |      |   |           |      |  |   |           |  
|Impairment of long-lived assets                                  |  |                                  | 19          |   |      |   |           |      |  |   | 3,369      |  
|                                                                 |  |                                  |             |   |      |   |            |      |  |   |            |  
|Total operating expenses                                         |  |                                  | 5,237       |   |      |   | 11,030     |      |  |   | 20,356     |  
|                                                                 |  |                                  |             |   |      |   |            |      |  |   |            |  
|Operating income (loss)                                          |  |                                  | 703         |   |      |   | (8,704     | )    |  |   | (18,484    | )
|                                                                 |  |                                  |             |   |      |   |            |      |  |   |            |  
|Other income (expense):                                          |  |                                  |             |   |      |   |            |      |  |   |            |  
|Interest income                                                  |  |                                  |            |   |      |   |           |      |  |   | 4          |  
|Interest expense                                                 |  |                                  | (3,186      | ) |      |   | (5,773     | )    |  |   | (4,062     | )
|Other income (expense)                                           |  |                                  | (68         | ) |      |   | (11        | )    |  |   | 1,449      |  
|                                                                 |  |                                  |             |   |      |   |            |      |  |   |            |  
|Total other expense                                              |  |                                  | (3,254      | ) |      |   | (5,784     | )    |  |   | (2,609     | )
|                                                                 |  |                                  |             |   |      |   |            |      |  |   |            |  
|Loss before income taxes                                         |  |                                  | (2,551      | ) |      |   | (14,488    | )    |  |   | (21,093    | )
|Provision for income taxes                                       |  |                                  |            |   |      |   |           |      |  |   |           |  
|                                                                 |  |                                  |             |   |      |   |            |      |  |   |            |  
|Net loss                                                         |  | $                                | (2,551      | ) |      | $ | (14,488    | )    |  | $ | (21,093    | )
|                                                                 |  |                                  |             |   |      |   |            |      |  |   |            |  
|Basic and diluted net loss per share                             |  | $                                | (0.01       | ) |      | $ | (0.41      | )    |  | $ | (0.60      | )
|                                                                 |  |                                  |             |   |      |   |            |      |  |   |            |  
|Weighted average common and common equivalent shares outstanding |  |                                  | 253,661,021 |   |      |   | 35,228,948 |      |  |   | 35,094,986 |  
|                                                                 |  |                                  |             |   |      |   |            |      |  |   |            |  

The accompanying notes are an integral part of these consolidated financial statements.



F-4



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##### Table of Contents

DIGITAL LIGHTWAVE, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) AND COMPREHENSIVE
LOSS

For The Years Ended December 31, 2007, 2006, and 2005

(In thousands, except share data)



|                                                                                  |  |              |  |                          |    |                    |   |         |                   |   |          |       |  |   |         |   |  |   |         |  
|--------------------------------------------------------------------------------- |  | ------------ |  | ------------------------ | -- | ------------------ | - | ------- | ----------------- | - | -------- | ----- |  | - | ------- | - |  | - | ------- | -
|                                                                                  |  | Common Stock |  | AdditionalPaid-InCapital |    | AccumulatedDeficit |   |         | ComprehensiveLoss |   |          | Total | 
|                                                                                  |  | Shares       |  | Amount                   |    |                    |   |        
|Balance December 31, 2004                                                         |  | 34,183,204   |  |                          | 3  |                    |   | 86,133  |                   |   | (115,282 | )     |  |   |         |   |  |   | (29,146 | )
|Comprehensive loss:                                                               |  |              |  |                          |    |                    |   |         |                   |   |          |       |  |   |         |   |  |   |         |  
|Net loss                                                                          |  |             |  |                          |   |                    |   |        |                   |   | (21,093  | )     |  |   | (21,093 | ) |  |   | (21,093 | )
|                                                                                  |  |              |  |                          |    |                    |   |         |                   |   |          |       |  |   |         |   |  |   |         |  
|Comprehensive loss                                                                |  |              |  |                          |    |                    |   |         |                   |   |          |       |  | $ | (21,093 | ) |  |   |         |  
|                                                                                  |  |              |  |                          |    |                    |   |         |                   |   |          |       |  |   |         |   |  |   |         |  
|Issuance of common stock                                                          |  | 1,021,221    |  |                          |   |                    |   | 1,026   |                   |   |         |       |  |   |         |   |  |   | 1,026   |  
|Issuance of stock options for services                                            |  |             |  |                          |   |                    |   | 23      |                   |   |         |       |  |   |         |   |  |   | 23      |  
|                                                                                  |  |              |  |                          |    |                    |   |         |                   |   |          |       |  |   |         |   |  |   |         |  
|Balance December 31, 2005                                                         |  | 35,204,425   |  |                          | 3  |                    |   | 87,182  |                   |   | (136,375 | )     |  |   |         |   |  |   | (49,190 | )
|                                                                                  |  |              |  |                          |    |                   
|Comprehensive loss:                                                               |  |              |  |                          |    |                    |   |         |                   |   |          |       |  |   |         |   |  |   |         |  
|Net loss                                                                          |  |             |  |                          |   |                    |   |        |                   |   | (14,488  | )     |  |   | (14,488 | ) |  |   | (14,488 | )
|                                                                                  |  |              |  |                          |    |                    |   |         |                   |   |          |       |  |   |         |   |  |   |         |  
|Comprehensive loss                                                                |  |              |  |                          |    |                    |   |         |                   |   |          |       |  | $ | (14,488 | ) |  |   |         |  
|                                                                                  |  |              |  |                          |    |                    |   |         |                   |   |          |       |  |   |         |   |  |   |         |  
|Contributed services from related party                                           |  |             |  |                          |   |                    |   | 400     |                   |   |         |       |  |   |         |   |  |   | 400     |  
|Issuance of common stock                                                          |  | 37,406       |  |                          |   |                    |   | 11      |                   |   |         |       |  |   |         |   |  |   | 11      |  
|Stock compensation expense                                                        |  |             |  |                          |   |                    |   | 389     |                   |   |         |       |  |   |         |   |  |   | 389     |  
|                                                                                  |  |              |  |                          |    |                    |   |         |                   |   |          |       |  |   |         |   |  |   |         |  
|Balance December 31, 2006                                                         |  | 35,241,831   |  | $                        | 3  |                    | $ | 87,982  |                   | $ | (150,863 | )     |  |   |         |   |  | $ | (62,878 | )
|                                                                                  |  |              |  |                          |    |                    |   |         |                   |   |          |       |  |   |         |   |  |   |         |  
|                                                                                  |  |              |  |                          |    |                   
|Comprehensive loss:                                                               |  |              |  |                          |    |                    |   |         |                   |   |          |       |  |   |         |   |  |   |         |  
|Net loss                                                                          |  |             |  |                          |   |                    |   |        |                   |   | (2,551   | )     |  |   | (2,551  | ) |  |   | (2,551  | )
|                                                                                  |  |              |  |                          |    |                    |   |         |                   |   |          |       |  |   |         |   |  |   |         |  
|Comprehensive loss                                                                |  |              |  |                          |    |                    |   |         |                   |   |          |       |  | $ | (2,551  | ) |  |   |         |  
|                                                                                  |  |              |  |                          |    |                    |   |         |                   |   |          |       |  |   |         |   |  |   |         |  
|Non cash sale from related party                                                  |  |             |  |                          |   |                    |   | 55      |                   |   |         |       |  |   |         |   |  |   | 55      |  
|Contributed services from related party                                           |  |             |  |                          |   |                    |   | 211     |                   |   |         |       |  |   |         |   |  |   | 211     |  
|Issuance of common stock                                                          |  | 16,501       |  |                          |   |                    |   | 3       |                   |   |         |       |  |   |         |   |  |   | 3       |  
|Conversion of notes payable to related party and accrued interest to common stock |  | 220,222,515  |  |                          | 23 |                    |   | 34,751  |                   |   |         |       |  |   |         |   |  |   | 34,774  |  
|Stock compensation expense                                                        |  |             |  |                          |   |                    |   | 86      |                   |   |         |       |  |   |         |   |  |   | 86      |  
|                                                                                  |  |              |  |                          |    |                    |   |         |                   |   |          |       |  |   |         |   |  |   |         |  
|Balance December 31, 2007                                                         |  | 255,480,847  |  | $                        | 26 |                    | $ | 123,088 |                   | $ | (153,414 | )     |  |   |         |   |  | $ | (30,300 | )
|                                                                                  |  |              |  |                          |    |                    |   |         |                   |   |          |       |  |   |         |   |  |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.



F-5



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##### Table of Contents

DIGITAL LIGHTWAVE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                        |  |                                  |        |   |      |   |         |      |  |   |         |  
|----------------------------------------------------------------------- |  | -------------------------------- | ------ | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                        |  | For the Years Ended December 31, |       
|                                                                        |  | 2007                             |        |   | 2006 |   |         | 2005 | 
|Cash flows from operating activities:                                   |  |                                  |        |   |      |   |         |      |  |   |         |  
|Net loss                                                                |  | $                                | (2,551 | ) |      | $ | (14,488 | )    |  | $ | (21,093 | )
|Adjustments to reconcile net loss to cash used in operating activities: |  |                                  |        |   |      |   |         |      |  |   |         |  
|Depreciation and amortization                                           |  |                                  |       |   |      |   |        |      |  |   | 879     |  
|(Gain) loss on sale of property and equipment                           |  |                                  | (265   | ) |      |   |        |      |  |   | 2       |  
|Provision for excess and obsolete inventory                             |  |                                  |       |   |      |   | 983     |      |  |   | (539    | )
|Impairment of long-lived assets                                         |  |                                  | 19     |   |      |   |        |      |  |   | 3,369   |  
|Contributed services from related party                                 |  |                                  | 211    |   |      |   | 400     |      |  |   |        |  
|Note receivable forgiven                                                |  |                                  |       |   |      |   |        |      |  |   | 374     |  
|Settlement of accounts payable and accrued litigation                   |  |                                  |       |   |      |   |        |      |  |   | (1,666  | )
|Stock compensation expense                                              |  |                                  | 86     |   |      |   | 389     |      |  |   | 23      |  
|                                                                        |  |                                  |       
|Changes in operating assets and liabilities:                            |  |                                  |        |   |      |   |         |      |  |   |         |  
|Accounts receivable                                                     |  |                                  | (1,486 | ) |      |   | 287     |      |  |   | (603    | )
|Inventories                                                             |  |                                  | (111   | ) |      |   | 1,053   |      |  |   | 276     |  
|Prepaid expenses and other assets                                       |  |                                  | 104    |   |      |   | (114    | )    |  |   | 326     |  
|Accounts payable, accrued expenses and other liabilities                |  |                                  | 2,551  |   |      |   | 3,546   |      |  |   | 5,097   |  
|                                                                        |  |                                  |        |   |      |   |         |      |  |   |         |  
|Net cash used in operating activities                                   |  |                                  | (1,442 | ) |      |   | (7,944  | )    |  |   | (13,555 | )
|                                                                        |  |                                  |        |   |      |   |         |      |  |   |         |  
|Cash flows from investing activities:                                   |  |                                  |        |   |      |   |         |      |  |   |         |  
|Proceeds from sale of property and equipment                            |  |                                  | 265    |   |      |   |        |      |  |   |        |  
|Purchases of property and equipment                                     |  |                                  | (19    | ) |      |   |        |      |  |   | (262    | )
|                                                                        |  |                                  |        |   |      |   |         |      |  |   |         |  
|Net cash provided by (used in) investing activities                     |  |                                  | 246    |   |      |   |        |      |  |   | (262    | )
|                                                                        |  |                                  |        |   |      |   |         |      |  |   |         |  
|Cash flows from financing activities:                                   |  |                                  |        |   |      |   |         |      |  |   |         |  
|Proceeds from notes payablerelated party                               |  |                                  | 1,055  |   |      |   | 7,865   |      |  |   | 15,395  |  
|Principal payments on notes payableother                               |  |                                  | (50    | ) |      |   | (6      | )    |  |   | (1,914  | )
|Principal payments on notes payablerelated party                       |  |                                  | (225   | ) |      |   |        |      |  |   |        |  
|Proceeds from sale of common stock, net of expense                      |  |                                  | 3      |   |      |   | 11      |      |  |   | 26      |  
|                                                                        |  |                                  |        |   |      |   |         |      |  |   |         |  
|Net cash provided by financing activities                               |  |                                  | 783    |   |      |   | 7,870   |      |  |   | 13,507  |  
|                                                                        |  |                                  |        |   |      |   |         |      |  |   |         |  
|Net decrease in cash and cash equivalents                               |  |                                  | (413   | ) |      |   | (74     | )    |  |   | (310    | )
|Cash and cash equivalents at beginning of period                        |  |                                  | 425    |   |      |   | 499     |      |  |   | 809     |  
|                                                                        |  |                                  |        |   |      |   |         |      |  |   |         |  
|Cash and cash equivalents at end of period                              |  | $                                | 12     |   |      | $ | 425     |      |  | $ | 499     |  
|                                                                        |  |                                  |        |   |      |   |         |      |  |   |         |  
|Supplemental disclosures of non cash activitiesrelated party:          |  |                                  |        |   |      |   |         |      |  |   |         |  
|Debt and accrued interest converted into common stock                   |  | $                                | 34,774 |   |      | $ |        |      |  | $ |        |  
|Reduction of interest payable from sale of property and equipment       |  | $                                | 265    |   |      | $ |        |      |  | $ |        |  
|Supplemental disclosures of cash flow information:                      |  |                                  |        |   |      |   |         |      |  |   |         |  
|Cash paid for interest                                                  |  | $                                | 55     |   |      | $ |        |      |  | $ |        |  
|Inventory used as demonstration units transferred to fixed assets       |  | $                                |       |   |      | $ |        |      |  | $ | 604     |  



The accompanying notes
are an integral part of these consolidated financial statements.



F-6



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##### Table of Contents

DIGITAL LIGHTWAVE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

Digital Lightwave, Inc. provides the global fiber-optic communications industry with products and technology used to develop, install,
maintain, monitor and manage fiber-optic communication networks. Telecommunications service providers, owners of private networks (utilities, government and large enterprises) and equipment manufacturers deploy the Companys products to provide
quality assurance and ensure optimum performance of advanced optical communications networks and network equipment. The Companys products are sold worldwide to telecommunications service providers, owners of private networks (utilities,
government and large enterprises), telecommunications equipment manufacturers, equipment leasing companies and international distributors. The Companys wholly-owned subsidiaries are Digital Lightwave (UK) Limited (DLL), Digital
Lightwave Asia Pacific Pty, Ltd. (DLAP), and Digital Lightwave Latino Americana Ltda. (DLLA). DLL, DLAP, and DLLA provided international sales support, but are currently inactive. All significant intercompany transactions and
balances are eliminated in consolidation.

Operational Matters

On April 4, 2008, the Company and Optel Capital, LLC (Optel) entered into a Credit and Restructuring Agreement (the Credit Agreement) pursuant to which (a) the Companys existing
indebtedness owed to Optel, consisting of approximately $28.0 million of principal, that bore interest at 10% per annum, and accrued interest thereon of approximately $7.7 million, all of which was due and payable upon demand by Optel, was
restructured and (b) Optel agreed to make a $2.5 million revolving credit facility available to the Company. The Credit Agreement was approved by the Companys board of directors upon the unanimous recommendation of a special committee of
the board comprised solely of independent directors.

Pursuant to the Credit Agreement, the restructured indebtedness is evidenced by a new
secured convertible promissory note in the principal amount of approximately $35.7 million (the Restated Note), and the revolving credit facility is evidenced by an additional secured convertible promissory note in the principal amount
of $2.5 million (the New Commitment Note and, together with the Restated Note, the Notes). The Notes bear interest at a rate equal to LIBOR plus 1.0% per annum and are secured by substantially all the Companys
assets pursuant to an amended and restated security agreement (the Security Agreement). Each of the Notes requires quarterly payments of interest commencing on June 30, 2008, and matures on March 31, 2010.

Primarily as a result of product improvements and prior operational restructuring initiatives, the company earned an operating profit for the year ended
December 31, 2007. However, the results of operations for the year reflected a net loss, primarily due to the accrued interest on loans payable to Optel. Excluding that accrued interest during fiscal year 2008, the Company was able to eet their
current liabilities from revenue net sales generated from operations. With the restructuring of the debt and the additional of the $2.5 million credit facility, the Company plans to expand the sales force and develop new product offerings. The
Company also expects to use the new credit facility for working capital and other general corporate purposes

Inventories

Inventories include the cost of material, direct labor and overhead and are stated at the lower of cost (first-in, first-out) or market. The Company
records a provision for excess and obsolete inventory when conditions warrant.

Property and Equipment

The Companys property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are provided
using the straight-line method over estimated useful lives of 3 to 7



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years or over the lesser of the term of the lease or the estimated useful life of assets under capital lease or improvements made to leased property.
Maintenance and repairs are expensed as incurred while renewals and improvements are capitalized. The accounts are relieved of the cost and the related accumulated depreciation and amortization upon the sale or retirement of property and equipment
and any resulting gain or loss is included in the results of operations.

Capitalized Software

The Company capitalizes certain internal and external costs incurred to acquire or create internal use software in accordance with AICPA Statement of
Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. Capitalized software is included in property and equipment under computer equipment and software and is amortized over its useful life
when development is complete.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For the year ended December 31, 2005, the
Company recorded a non-cash impairment charge for the remaining balance of its long-lived assets which included $3.2 million and $200,000 related to its property and equipment and other assets, respectively. During the fiscal year ended
December 31, 2006, the Company incurred no additional impairment charges. During the fiscal year ended December 31, 2007, the Company incurred a $19,000 impairment charge.

Accrued Warranty

The Company provides the customer a warranty with each product sold. The
Companys policy for product warranties is to review the warranty reserve on a quarterly basis for specifically identified or new matters and review the reserve for estimated future costs associated with any open warranty years. The reserve is
an estimate based on historical trends, the number of products under warranty, the costs of replacement parts and the expected reliability of the Companys products. A change in these factors could result in a change in the reserve balance.
Warranty costs are charged against the accrual when incurred.

The reconciliation of the warranty reserve is as follows:



|                   |  |                                |      |   |      |   |      |      |  |   |      |  
|------------------ |  | ------------------------------ | ---- | - | ---- | - | ---- | ---- |  | - | ---- | -
|                   |  | For the year endedDecember 31, |     
|                   |  | 2007                           |      |   | 2006 |   |      | 2005 | 
|                   |  | (In thousands)                 |     
|Beginning balance  |  | $                              | 487  |   |      | $ | 813  |      |  | $ | 546  |  
|Warranty provision |  |                                | 147  |   |      |   | (201 | )    |  |   | 840  |  
|Warranty costs     |  |                                | (163 | ) |      |   | (125 | )    |  |   | (573 | )
|                   |  |                                |      |   |      |   |      |      |  |   |      |  
|Ending balance     |  | $                              | 471  |   |      | $ | 487  |      |  | $ | 813  |  
|                   |  |                                |      |   |      |   |      |      |  |   |      |  

Revenue Recognition

The Company derives its revenue from product sales. The Company recognizes revenue from the sale of products when persuasive evidence of an arrangement exists, the product has been delivered, the price is fixed and
determinable and collection of the resulting receivable is reasonably assured.

For all sales, the Company uses a binding purchase order as
evidence that a sales arrangement exists. Sales through international distributors are evidenced by a master agreement governing the relationship with the distributor. The Company either obtains an end-user purchase order documenting the order
placed with the distributor or proof of delivery to the end user as evidence that a sales arrangement exists. For demonstration units sold to distributors, the distributors binding purchase order is evidence of a sales arrangement.



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For domestic sales, delivery generally occurs when product is delivered to a common carrier.
Demonstration units sold to international distributors are considered delivered when the units are delivered to a common carrier. An allowance is provided for sales returns based on historical experience.

For sales made under an OEM arrangement, delivery generally occurs when the product is delivered to a common carrier. OEM sales are defined as sales of
the Company products to a third party that will market the products under their brand.

For trade-in sales, including both Company and
competitor products, that have a cash component of greater than 25% of the fair value of the sale, the Company recognizes revenue based upon the fair value of what is sold or received, whichever is more readily determinable, if the Company has
demonstrated the ability to sell its trade-in inventory for that particular product class. Otherwise, the Company accounts for the trade-in sale as a non-monetary transaction and follows the guidance of Statement of Financial Accounting Standards
No. 153 Exchanges of Non- monetary Assetsand Accounting Principles Board (APB) Opinion No. 29, Accounting for Non-monetary Transactions and related interpretations. Revenue and cost of sales are
recorded based upon the cash portion of the transaction. The remaining costs associated with the new units are assigned to the units received on trade. When the trade-in units are resold, revenue is recorded based upon the sales price and cost of
goods sold is charged with the value assigned to trade-in units from the original transaction. For the years ended December 31, 2007, 2006 and 2005, the Company recorded approximately $1.3 million, $296,000 and $543,000 of revenue from
transactions that included a trade-in component.

At the time of the transaction, the Company assesses whether the price associated with
its revenue transactions is fixed and determinable and whether or not collection is reasonably assured. The Company assesses whether the price is fixed and determinable based on the payment terms associated with the transaction. Standard payment
terms for domestic customers are 30 days from the invoice date. Distributor contracts provide standard payment terms of 60 days from the invoice date. Generally, the Company does not offer extended payment terms.

The Company assesses collection based on a number of factors, including past transaction history with the customer and the credit-worthiness of the
customer. Collateral is not requested from customers. If it is determined that collection of an account receivable is not reasonably assured at the time of the sale, revenue is recognized at the time collection becomes reasonably assured.

Most sales arrangements do not include acceptance clauses. However, if a sales arrangement includes an acceptance provision, acceptance
occurs upon the earlier of receipt of a written customer acceptance or expiration of the acceptance period.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates for sales returns and other allowances,
the reserve for uncollectible accounts, the reserve for excess and obsolete inventory, the impairment of long-lived assets, the warranty accrual and the assessment of the probability of litigation are significant estimates to the Company. Actual
results could differ from these estimates.

Reserve For Uncollectible Accounts

The Company estimates the collectibility of its accounts receivable. The Company considers many factors when making its estimates, including analyzing
accounts receivable and historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in its customer payment terms



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when evaluating the adequacy of the reserve for uncollectible accounts. When a specific account is deemed uncollectible, the account is written off against
the reserve for uncollectible accounts.

Reserve for Uncollectible Accounts at December 31, 2007, 2006 and 2005 are summarized as
follows:

Reserve for Uncollectible Accounts

(Dollars in thousands)



|                               |  |      |    |      |   |      |  |   |    
|------------------------------ |  | ---- | -- | ---- | - | ---- |  | - | ---
|December 31,                   |  | 2007 |    | 2006 |   | 2005
|Balance at Beginning of Period |  | $    | 84 |      | $ | 145  |  | $ | 690
|Deductions(a)                  |  |      | 7  |      |   | 61   |  |   | 545
|                               |  |      |    |      |   |      |  |   |    
|Balance at End of Period       |  | $    | 77 |      | $ | 84   |  | $ | 145
|                               |  |      |    |      |   |      |  |   |    



|(a) | Amounts written off as uncollectible, payments or recoveries.
|--- | -------------------------------------------------------------

Research and Development

Software and product development costs are included in engineering and development and are
expensed as incurred. Capitalization of certain software development costs occurs during the period following the time that technological feasibility is established until general release of the product to customers. The capitalized cost is then
amortized over the estimated product life. To date, the period between achieving technological feasibility and the general release to customers has been short and software development costs qualifying for capitalization have been insignificant.

Income Taxes

The Company recognizes
deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference
between the consolidated financial statement and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company provides for a valuation allowance for the deferred
tax assets when it concludes that it is more likely than not that the deferred tax assets will not be realized.

On January 1, 2007,
the Company adopted the provisions of the Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), an interpretation of Financial Accounting Standards Board
No. 109, Accounting for Income Taxes (FASB 109). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. The
Company must determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the
position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured to determine the amount of benefit to recognize in the financial statements. FIN 48 applies to all
tax positions related to income taxes subject to FASB 109. Based on the analysis performed, the Company did not record any unrecognized tax positions as of December 31, 2007. There is a possibility that a limitation on the Companys net
operating loss carryforwards may have come into effect under Section 382 of the Internal Revenue Code as a result of cumulative stock ownership changes. As of December 31, 2007, the impact of such a limitation has no impact on the
accompanying financial statements since all net operating losses have a full valuation allowance; however, such a limitation could impact substantially the reported gross asset related to the net operating loss carryforwards.



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Shipping and Handling Costs

Shipping and handling costs associated with inbound freight are included in cost of goods sold. Shipping and handling costs associated with outbound freight are generally billed to the customer and are recorded as
revenue and the related expense is included in cost of goods sold.

Computation of Net Loss Per Share

Basic net loss per share is based on the weighted average number of common shares outstanding during the periods presented. For all the years presented,
diluted net loss per share does not include the effect of incremental shares from common stock equivalents using the treasury stock method, as the inclusion of such equivalents would be anti-dilutive. The total incremental shares from common stock
equivalents were 0, 220,303,410 and 140,179,472 for the years ended December 31, 2007, 2006 and 2005, respectively. Total outstanding stock options of 2,509,000, 3,180,539, and 7,005,785, shares for the years ended December 31, 2007, 2006
and 2005, respectively, were excluded from the computation, as the inclusion of such would be anti-dilutive. The table below presents the basic weighted average common shares outstanding and the incremental number of shares arising from common stock
equivalents under the treasury stock method:



|                                                |  |                                 |  |            |  |           
|----------------------------------------------- |  | ------------------------------- |  | ---------- |  | ----------
|                                                |  | For The Year Ended December 31,
|                                                |  | 2007                            |  | 2006       |  | 2005      
|Basic:                                          |  |                                 |  |            |  |           
|Weighted average common shares outstanding      |  | 253,661,021                     |  | 35,228,948 |  | 35,094,986
|                                                |  |                                 |  |            |  |           
|Total basic                                     |  | 253,661,021                     |  | 35,228,948 |  | 35,094,986
|Diluted:                                        |  |                                 |  |            |  |           
|Incremental shares for common stock equivalents |  |                                |  |           |  |          
|                                                |  |                                 |  |            |  |           
|Total dilutive                                  |  | 253,661,021                     |  | 35,228,948 |  | 35,094,986
|                                                |  |                                 |  |            |  |           

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. As of December 31, 2007 and 2006, substantially all of the
Companys cash balances were deposited with high quality financial institutions. During the normal course of business, the Company extends credit to customers conducting business primarily in the telecommunications industry both within the
United States and internationally.

For the year ended December 31, 2007, one customer accounted for approximately 11% of net sales.
For the year ended December 31, 2006, two customers accounted for, in the aggregate, approximately 27% of net sales. For the year ended December 31, 2005, three customers accounted for, in the aggregate, approximately 32% of net sales. No
other customer accounted for sales of 10% or more during those years

The Company sells its products in domestic and international markets.
The Companys international sales represented approximately 32%, 28% and 36% total net sales for the years ended 2007, 2006, and 2005, respectively.

Fair Value of Financial Instruments

The carrying value of certain financial instruments, including cash, accounts
receivable, accounts payable, and accrued liabilities approximate fair market value based on their short-term nature. Notes payable to related party approximates fair value due to the nature of the counterparty.



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Stock Based Compensation

On January 1, 2006, the Company adopted the provisions of SFAS No.123 (revised 2004) (SFAS 123R), Share-Based Payment, which revises SFAS No. 123, Accounting for Stock-Based
Compensation,and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees(Opinion 25). SFAS 123R requires the Company to recognize expense related to the fair value of stock-based compensation awards,
including employee stock options.

Prior to the adoption of SFAS 123R, the Company accounted for stock-based compensation awards using the
intrinsic value method required by Opinion 25. Accordingly, the Company did not recognize compensation expense in the statement of operations for options granted that had an exercise price equal to the market value of the underlying common stock on
the date of grant. As required by SFAS 123, the Company also provided certain pro forma disclosures for stock-based awards as if the fair-value-based approach of SFAS 123 had been applied.

The Company elected to use the modified prospective transition method as permitted by SFAS 123R and therefore did not restate financial results for prior
periods. Under this transition method, the Company applied the provisions of SFAS 123R to new awards and to awards modified, repurchased, or cancelled after January 1, 2006. Additionally, the Company recognized compensation cost for the portion
of awards for which the requisite service has not been rendered (unvested awards) that are outstanding as of January 1, 2006, as the remaining service is rendered. The compensation cost the Company records for the unvested awards is based on
their grant-date fair value as calculated for the pro forma disclosures required by SFAS 123. The Company has also utilized a forfeiture rate which reflects the historic rates of forfeitures of unvested shares in its determination of compensation
expense.

The Company had $86,000 and $389,000 of compensation cost for stock-based employee compensation for the years ended
December 31, 2007 and 2006, respectively. No tax benefits were recognized for these costs due to recurring losses. At December 31, 2007, the Company had one stock-based employee compensation plan, which is described more fully in Note
10Common Stock and Stock Options. The following table illustrates the effect on net loss and net loss per share if the Company had applied the fair value recognition provisions of SFAS 123, Accounting for Stock-Based
Compensation, to stock-based employee compensation for the year ended December 31, 2005.



|                                                                                                                                      |  |                             |         |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | -
|                                                                                                                                      |  | Year EndedDecember 31, 2005 |        
|                                                                                                                                      |  | (in thousands)              |        
|Net loss, as reported                                                                                                                 |  | $                           | (21,093 | )
|Add: Stock-based compensation included in reported net loss, net of related tax effects                                               |  |                             | 23      |  
|Deduct: Stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                             | (2,973  | )
|                                                                                                                                      |  |                             |         |  
|Pro forma net loss                                                                                                                    |  | $                           | (24,043 | )
|                                                                                                                                      |  |                             |         |  
|Loss per share                                                                                                                        |  |                             |         |  
|                                                                                                                                      | 
|Basic and dilutedas reported                                                                                                         |  | $                           | (0.60   | )
|                                                                                                                                      |  |                             |         |  
|Basic and dilutedpro forma                                                                                                           |  | $                           | (0.69   | )
|                                                                                                                                      |  |                             |         |  

Segment Reporting

As of December 31, 2007, the Company was not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly, the Company operated in one segment.



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New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157 (SFAS 157), Fair Value Measurements. SFAS 157 defines fair value,
establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. SFAS 157 creates a fair value hierarchy, which prioritizes the inputs that should be used in determining fair value. Under this
pronouncement, companies must provide disclosures containing relevant information in the financial statements, allowing users to assess inputs used to measure fair value, as well as the effect of those measurements on earnings for the periods
presented, including a reconciliation of the beginning and ending balances separately for each major category of assets and liabilities. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The Company has not determined the impact of adopting SFAS 157 on their financial position.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an Amendment of Statement of Financial Accounting Standards Statement No. 115
(SFAS 159), which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity is required to report unrealized gains and losses on items for
which the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurements. SFAS 159 is effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. The Company has not determined the impact of adopting SFAS 159 on its financial position.

2. INVENTORIES

Net inventories at December 31, 2007 and 2006 are summarized as follows:



|               |  |                |       |      |   |      
|-------------- |  | -------------- | ----- | ---- | - | -----
|               |  | 2007           |       | 2006
|               |  | (In thousands)
|Raw materials  |  | $              | 2,706 |      | $ | 2,397
|Finished goods |  |                | 134   |      |   | 332  
|               |  |                |       |      |   |      
|               |  | $              | 2,840 |      | $ | 2,729
|               |  |                |       |      |   |      

We currently utilize several key components in the manufacture of our products from sole-source or
limited-source suppliers. Certain laser and laser amplifier components, power supplies, touch-screen sensors, single-board computers and semiconductor devices used in our NIC and the NAA products are sourced from a single or a limited number of
suppliers. We purchase a controller board and an interface board from a single or limited number of suppliers for the NAA product. The loss of a supplier for any of these key components could seriously disrupt our operations.

The total reserve balance for excess and obsolete inventory at December 31, 2007 and 2006 approximated $13.9 million and $15.5 million,
respectively. When evaluating the adequacy of the reserve for excess and obsolete inventory the Company analyzes current and expected sales trends, the amount of current parts on hand, the current market value of parts on hand and the viability and
technical obsolescence of products. The Company believes the reserve for excess and obsolete inventory as of December 31, 2007 and 2006, is adequate

As of December 31, 2007 and 2006, inventories included approximately $940,000 of trade-in products. At December 31, 2007 and 2006, the Company allocated approximately $940,000 of the total excess and
obsolete inventory reserve to trade-in products.



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##### Table of Contents

Reserves for excess and obsolete inventory at December 31, 2007, 2006 and 2005 are summarized as
follows:

Reserve for Excess and Obsolete Inventory

(Dollars in thousands)



|                               |  |      |        |      |   |        |  |   |        |  
|------------------------------ |  | ---- | ------ | ---- | - | ------ |  | - | ------ | -
|December 31,                   |  | 2007 |        | 2006 |   | 2005   | 
|Balance at Beginning of Period |  | $    | 15,468 |      | $ | 15,711 |  | $ | 16,249 |  
|Charged to Costs and Expenses  |  |      |       |      |   | 983    |  |   | (1     | )
|Deductions(b)                  |  |      | 1,556  |      |   | 1,226  |  |   | 537    |  
|                               |  |      |        |      |   |        |  |   |        |  
|Balance at End of Period       |  | $    | 13,912 |      | $ | 15,468 |  | $ | 15,711 |  
|                               |  |      |        |      |   |        |  |   |        |  



|(b) | Amounts written off upon disposal or return of inventory.
|--- | ---------------------------------------------------------

3. PROPERTY
AND EQUIPMENT

Property and equipment at December 31, 2007 and 2006 are summarized as follows:



|                                                                        |  |                |         |   |      |   |         |  
|----------------------------------------------------------------------- |  | -------------- | ------- | - | ---- | - | ------- | -
|                                                                        |  | 2007           |         |   | 2006 |  
|                                                                        |  | (in thousands) |        
|Test equipment                                                          |  | $              | 6,272   |   |      | $ | 8,206   |  
|Demonstration and loaner units                                          |  |                | 3,244   |   |      |   | 5,242   |  
|Computer equipment and software                                         |  |                | 4,716   |   |      |   | 4,778   |  
|Office furniture, fixtures and equipment                                |  |                | 2,264   |   |      |   | 2,369   |  
|Leasehold improvements                                                  |  |                | 19      |   |      |   |        |  
|Tooling                                                                 |  |                | 1,028   |   |      |   | 1,028   |  
|Tradeshow fixtures and equipment                                        |  |                | 359     |   |      |   | 359     |  
|                                                                        |  |                |         |   |      |   |         |  
|                                                                        |  |                | 17,902  |   |      |   | 21,982  |  
|Less: accumulated depreciation and impairment of property and equipment |  |                | (17,902 | ) |      |   | (21,982 | )
|                                                                        |  |                |         |   |      |   |         |  
|                                                                        |  | $              |        |   |      | $ |        |  
|                                                                        |  |                |         |   |      |   |         |  

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at December 31, 2007 and 2006 are summarized as follows:



|                                    |  |                |       |      |   |       
|----------------------------------- |  | -------------- | ----- | ---- | - | ------
|                                    |  | 2007           |       | 2006
|                                    |  | (in thousands)
|Accounts payable                    |  | $              | 657   |      | $ | 1,104 
|Interest payable                    |  |                |      |      |   | 11,743
|Current portion of accrued warranty |  |                | 243   |      |   | 283   
|Employee related accruals           |  |                | 160   |      |   | 155   
|Accrued returns and allowances      |  |                | 54    |      |   | 54    
|Sales tax accruals                  |  |                | 219   |      |   | 204   
|Accrued expenses and other          |  |                | 73    |      |   | 265   
|Deferred revenue                    |  |                | 217   |      |   | 56    
|Accrued sales commissions           |  |                | 106   |      |   | 111   
|                                    |  |                |       |      |   |       
|                                    |  | $              | 1,729 |      | $ | 13,975
|                                    |  |                |       |      |   |       



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5. INCOME TAXES

For the years ended December 31, 2007, 2006 and 2005, the Company has not recorded federal or state income tax provisions on a current or deferred basis due to the operating losses experienced during those
periods. The tax effected amounts of temporary differences at December 31, 2007 and 2006 are summarized as follows:



|                                      |  |                |          |   |      |   |          |  
|------------------------------------- |  | -------------- | -------- | - | ---- | - | -------- | -
|                                      |  | 2007           |          |   | 2006 |  
|                                      |  | (in thousands) |         
|Current:                              |  |                |          |   |      |   |          |  
|Deferred tax assets:                  |  |                |          |   |      |   |          |  
|Accrued liabilities                   |  | $              | 3,177    |   |      | $ | 4,949    |  
|Other assets                          |  |                | 5,264    |   |      |   | 6,004    |  
|Valuation allowance                   |  |                | (8,441   | ) |      |   | (10,953  | )
|                                      |  |                |          |   |      |   |          |  
|Total current deferred tax assets     |  | $              |         |   |      | $ |         |  
|                                      |  |                |          |   |      |   |          |  
|Non-current:                          |  |                |          |   |      |   |          |  
|Deferred tax assets:                  |  |                |          |   |      |   |          |  
|Net operating loss carry forward      |  |                | 141,256  |   |      |   | 138,576  |  
|Fixed assets                          |  |                | 272      |   |      |   | 830      |  
|Research and experimentation credit   |  |                | 4,140    |   |      |   | 4,140    |  
|Valuation allowance                   |  |                | (145,668 | ) |      |   | (143,546 | )
|                                      |  |                |          |   |      |   |          |  
|Total non-current deferred tax assets |  | $              |         |   |      | $ |         |  
|                                      |  |                |          |   |      |   |          |  

A full valuation allowance has been recorded at December 31, 2007 and 2006 with respect to
the deferred tax assets since the Company believes that it is more likely than not that future tax benefits will not be realized as a result of current and future income. Factors considered in determining that a full valuation allowance was
necessary include the Companys history of large operating losses and uncertainty as to whether the Company would be able to sustain long-term profitability.

The Company had a valuation allowance of approximately $154.1 million and $154.5 million as of December 31, 2007, and 2006, respectively. The decrease in the valuation allowance represents the non-recognition of
the current year net deferred tax asset because of the uncertainty as to their future use or realization. As of December 31, 2007, the Company had net operating loss carry forwards of approximately $375 million for tax purposes. The Company has
recorded taxable deductions for the exercise of stock options and for certain securities litigation costs for which benefit of approximately $90 million would have been allocated to additional paid-in capital. The tax benefit of this additional net
operating loss has not been realized due to the 100% valuation allowance against the deferred tax assets. This deduction will be reported directly as an increase in additional paid-in capital and will not be recorded in the Companys
consolidated statement of operations when and if the tax benefit is realized. Loss carry forwards will expire between the years 2008 and 2024.As of December 31, 2007, the Company also had general business credit carry forwards of
approximately $4.1 million that expire between the years 2008 and 2021.

On January 1, 2007, the Company adopted the provisions of the
Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), an interpretation of Financial Accounting Standards Board No. 109, Accounting for Income Taxes
(FASB 109). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. The Company must determine whether it is
more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position
meets the more-likely-than-not recognition threshold, the position is measured to determine the amount of benefit to recognize in the financial statements. FIN 48 applies to all tax positions related to income taxes subject to FASB
109. Based on the analysis performed, the Company did not record any unrecognized tax positions as of December 31, 2007. There is a possibility that a limitation on the Companys net operating loss carryforwards may have come into



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effect under Section 382 of the Internal Revenue Code as a result of cumulative stock ownership changes. As of December 31, 2007, the impact
of such a limitation has no impact on the accompanying financial statements since all net operating losses have a full valuation allowance; however, such a limitation could impact substantially the reported gross asset related to the net operating
loss carryforwards.

Following is a reconciliation of the applicable federal income tax as computed at the federal statutory tax rate to
the actual income taxes reflected in the consolidated statement of operations.



|                                              |  |                                 |       |   |      |   |        |      |  |   |        |  
|--------------------------------------------- |  | ------------------------------- | ----- | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                              |  | For The Year Ended December 31, |      
|                                              |  | 2007                            |       |   | 2006 |   |        | 2005 | 
|                                              |  | ( in thousands)                 |      
|Tax provision at U.S. federal income tax rate |  | $                               | (867  | ) |      | $ | (4,926 | )    |  | $ | (7,171 | )
|State income tax provision net of federal     |  |                                 | (93   | ) |      |   | (495   | )    |  |   | (766   | )
|Adjustment to net operating loss carryforward |  |                                 | 1,339 |   |      |   | 1,563  |      |  |   |       |  
|Other, net                                    |  |                                 | 10    |   |      |   | 285    |      |  |   | 22     |  
|Valuation allowance increase (decrease)       |  |                                 | (389  | ) |      |   | 3,573  |      |  |   | 7,915  |  
|                                              |  |                                 |       |   |      |   |        |      |  |   |        |  
|Provision for income taxes                    |  | $                               |      |   |      | $ |       |      |  | $ |       |  
|                                              |  |                                 |       |   |      |   |        |      |  |   |        |  

6. NOTES PAYABLE, LINE OF CREDIT AND LETTER OF CREDIT

During the past two years, the Company has funded operations and other working capital requirements with short-term notes payable. The principal lender is
Optel, an entity controlled by the Companys largest stockholder and current chairman of the board of directors, Dr. Bryan J. Zwan. The following is a summary of these liabilities for the years ended December 31, 2007 and 2006.



|                    |  |                                 |        |      |   |       
|------------------- |  | ------------------------------- | ------ | ---- | - | ------
|                    |  | For The Year Ended December 31,
|                    |  | 2007                            |        | 2006
|                    |  | ( in thousands)                
|Optel               |  | $                               | 28,475 |      | $ | 54,645
|Other               |  |                                 |       |      |   | 50    
|                    |  |                                 |        |      |   |       
|Notes Payable Total |  | $                               | 28,475 |      | $ | 54,695
|                    |  |                                 |        |      |   |       

Optel

On April 4, 2008, the Company and Optel entered into a Credit and Restructuring Agreement (the Credit Agreement) pursuant to which (a) the Companys existing indebtedness owed to Optel, consisting of approximately
$28.0 million of principal, that bore interest at 10% per annum, and accrued interest thereon of approximately $7.7 million, all of which was due and payable upon demand by Optel, was restructured and (b) Optel agreed to make a $2.5
million revolving credit facility available to the Company.

Pursuant to the Credit Agreement, the restructured indebtedness is evidenced
by a new secured convertible promissory note in the principal amount of approximately $35.7 million (the Restated Note), and the revolving credit facility is evidenced by an additional secured convertible promissory note in the principal
amount of $2.5 million (the New Commitment Note and, together with the Restated Note, the Notes). The Notes bear interest at a rate equal to LIBOR plus 1.0% per annum and are secured by substantially all the
Companys assets pursuant to an amended and restated security agreement. Each of the Notes requires quarterly payments of interest commencing on June 30, 2008, and matures on March 31, 2010. As a result of the credit agreement, the
Company reclassified $27.9 million of related party notes payable and $6.9 million of accrued interest on the notes to a long term liability in the December 31, 2007 consolidated balance sheet.

All the indebtedness evidenced by the Notes is convertible into common stock of the Company at the option of Optel at any time following approval of the
conversion feature by the disinterested stockholders (as described below) at a conversion price based on the average trading price of the stock during the five-day period preceding



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the date of any conversion. The Company and Optel have made it a condition to the indebtedness evidenced by the Notes becoming convertible, that the
conversion feature be approved by the holders of a majority of the outstanding shares of common stock of the Company who are not affiliated with Optel or any of its affiliates at the Companys 2009 annual meeting of stockholders. If such
holders do not approve the conversion feature, the outstanding debt and accrued interest would immediately become due and payable in full upon demand by Optel at any time after the stockholders meeting.

Pursuant to a Registration Rights Agreement entered into in connection with the Credit Agreement, the Company has agreed to file, upon written demand by
Optel, a registration statement covering the resale by Optel of the shares of common stock issuable upon conversion of the Notes.

On
May 15, 2006, Optel established an irrevocable letter of credit in the amount of approximately $278,339 on the Companys behalf and naming Highwoods/Florida Holdings, L.P., the Companys landlord, as beneficiary. The letter of credit
expires July 31, 2011.

7. LEASES

The Company is obligated under various non-cancelable leases primarily for office space. Future minimum lease commitments under operating leases were as follows:



|            |  |                    |      
|----------- |  | ------------------ | -----
|            |  | December 31,Amount
|Year Ending | 
|            |  | (in thousands)    
|2008        |  |                    | 272  
|2009        |  |                    | 283  
|2010        |  |                    | 294  
|2011        |  |                    | 175  
|Thereafter  |  |                    |     
|            |  |                    |      
|            |  | $                  | 1,024
|            |  |                    |      

Total rent expense was approximately $349,000, $3.2 million and $2.4 million for the years ended
December 31, 2007, 2006 and 2005, respectively. Rent expense for 2006 includes $2.1 million for the buyout of the lease for the Companys former corporate headquarters. The lease was terminated effective June 2006.

8. COMMITMENTS

At December 31, 2007, the
Company had outstanding non-cancelable purchase order commitments to purchase certain inventory items totaling approximately $1.1 million. The majority of the quantities under order are deliverable upon demand by the Company.

The Company indemnifies its officers and directors against costs and expenses related to shareholder and other claims which are not covered by the
Companys directors and officers insurance policy. This indemnification is ongoing and does not include a limit on the minimum potential future payments, nor are there any resource provisions or collateral that may offset the cost. As of
December 31, 2007, the Company has not recorded a liability for any obligations arising as a result of these indemnifications.

9. RELATED PARTY
TRANSACTIONS

Services Rendered

During 2007 and 2006, Optel provided the Company with approximately $211,000 and $400,000, respectively, in services associated with information technology and accounting. These services are shown as a contribution of capital and are
expensed, within general and administration expense.



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Related Party Financing

As of December 31, 2007, the outstanding balance owed to Optel was approximately $28.5 million, exclusive of accrued interest of approximately $6.9 million. (See Note 6 to the Consolidated Financial
StatementsNotes Payable, Line of Credit and Letter of Credit)

In 2005, the Company forgave the notes receivable outstanding balance
of $374,000 from Mr. James R. Green, the Companys former Chief Executive Officer, as part of his severance arrangements.

10. COMMON
STOCK AND STOCK OPTIONS

Stock Option Plans

The Company has one stock option plan. The stockholders of the Company approved the 2001 Stock Option Plan (the 2001 Option Plan) at a special meeting held February 27, 2001. Under the 2001 Option Plan, 3,000,000 shares,
plus (i) the number of shares available for grant under the former 1996 Option Plan and (ii) the number of shares subject to options outstanding under the 1996 Option Plan to the extent that such options expire or terminate for any reason
prior to exercise in full, were reserved for issuance (with the sum of (i) and (ii) not to exceed 2,735,872 shares). The 2001 Option Plan superseded the 1996 Option Plan with respect to future grants.

On February 10, 2005, the stockholders of the Company approved an amendment to the 2001 Option Plan, increasing the number of shares of Common Stock
authorized for issuance thereunder by an additional 5,000,000 shares to a total of 8,000,000 shares. The stockholders also approved amendments to the 2001 Option Plan to increase the aggregate number of shares that can be granted to an individual in
a single fiscal year by 500,000 to 750,000, and to modify the circumstances in which vesting of certain options granted under such plan may be accelerated.

Options granted under the plan have a term of six years. Generally, option grants vest in one-third annual increments or quarterly over a three-year period, with the exception of certain option agreements that provide
for various vesting schedules throughout the same three-year vesting period or options allowing vesting acceleration based on certain performance milestones on each anniversary of the grant date, commencing with the first anniversary. Option
agreements generally expire six years from date of issue if not exercised. Unvested options are generally forfeited upon termination of employment with the Company. Generally, vested shares must be exercised within sixty days of termination or be
forfeited.

Transactions related to the 2001 and 1996 Option Plans are summarized as follows:



|                        |  |            |   |  |                               |     
|----------------------- |  | ---------- | - |  | ----------------------------- | ----
|                        |  | Shares     |   |  | WeightedAverageExercise Price
|Outstanding at 1/1/05   |  | 7,654,520  |   |  | $                             | 5.04
|Granted                 |  | 1,167,500  |   |  | $                             | 0.64
|Exercised               |  |           |   |  | $                             |    
|                        |  |            |   |  |                               |     
|Forfeited               |  | (1,816,235 | ) |  | $                             | 8.79
|Outstanding at 12/31/05 |  | 7,005,785  |   |  | $                             | 3.40
|Granted                 |  |           |   |  | $                             |    
|Exercised               |  | (25,000    | ) |  | $                             | 0.26
|Forfeited               |  | (3,800,246 | ) |  | $                             | 4.51
|                        |  |            |   |  |                               |     
|Outstanding at 12/31/06 |  | 3,180,539  |   |  | $                             | 2.44
|                        |  |            |   |  |                               |     
|Granted                 |  |           |   |  | $                             |    
|Exercised               |  |           |   |  | $                             |    
|Forfeited               |  | (671,539   | ) |  | $                             | 5.78
|                        |  |            |   |  |                               |     
|Outstanding at 12/31/07 |  | 2,509,000  |   |  | $                             | 1.54
|                        |  |            |   |  |                               |     



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The following table summarizes information about stock options outstanding at December 31, 2007:



|                        |  |                                     |  |                                         |  |                                         |      |                                     |           |                                         |   |     
|----------------------- |  | ----------------------------------- |  | --------------------------------------- |  | --------------------------------------- | ---- | ----------------------------------- | --------- | --------------------------------------- | - | ----
|Range of Exercise Price |  | NumberOutstandingAtDecember 31,2007 |  | OutstandingWeightedAverageRemainingLife |  | OutstandingWeightedAverageExercisePrice |      | NumberExercisableAtDecember 31,2007 |           | ExercisableWeightedAverageExercisePrice
|$ 0.22  $ 1.42         |  | 1,504,000                           |  | 2.20                                    |  | $                                       | 1.11 |                                     | 1,476,291 |                                         | $ | 1.13
|$ 1.60  $ 2.26         |  | 1,005,000                           |  | 2.12                                    |  | $                                       | 2.20 |                                     | 1,005,000 |                                         | $ | 2.20
|                        |  |                                     |  |                                         |  |                                         |      |                                     |           |                                         |   |     
|                        |  | 2,509,000                           |  |                                         |  |                                         |      |                                     | 2,481,291 |                                         | $ | 1.56
|                        |  |                                     |  |                                         |  |                                         |      |                                     |           |                                         |   |     

The total intrinsic value of options exercised for the years ended December 31, 2007, 2006
and 2005 was $0, $500 and $0 respectively. As of December 31, 2007, there was $5,000 of unrecognized compensation cost related to non-vested options that is expected to be recognized in 2008. The aggregate intrinsic value of options fully
vested at December 31, 2007 was $0. The aggregate intrinsic value of options outstanding at December 31, 2007 and expected to vest was $0.

The Company consistently used the Black-Scholes option pricing model for estimating the fair value of options granted for the year ended December 31, 2005. The Company used historical data to estimate the option
exercise and employee departure behavior used in the valuation model. Forfeitures are estimated on the date of grant and shares vest on a graded schedule, with shares being earned per day under the accrual method. The expected term of options
granted is derived from the output of the option pricing model and represents the period of time that options granted are expected to be outstanding. The risk-free rates for periods within the contractual term of the options are based on the U.S.
Treasury stripped coupon interest in effect at the end of the quarter. The volatility factor is based upon averaging the week ending prices for Digital Lightwave and other comparable public companies for periods matching the terms of the options
granted.

The following are the key assumptions used in the Black-Scholes valuation model for the year ended December 31, 2005:
(i) a discount rate of 3.93%; (ii) a volatility factor of 269%; (iii) an average expected option life of 4 years for all years; and (iv) no payment of dividends.

Employee Stock Purchase Plan

The Companys 1997 Employee Stock Purchase Plan provides employees
with the opportunity to purchase shares of the Companys Common Stock. An aggregate of 300,000 shares of the Companys Common Stock were reserved for issuance under the Plan. On May 20, 2002 the shareholders of the Company approved an
amendment to the Employee Stock Purchase Plan that increased the number of shares of Common Stock authorized for issuance thereunder by an additional 300,000 shares. At December 31, 2007 a total of 446,607 shares had been purchased by employees
participating in the plan at a weighted-average price per share of $4.14.

11. DEFINED CONTRIBUTION PLAN

The Company offers a defined contribution plan that qualifies under IRC section 401(k). All full-time employees are eligible to participate in the plan
after three months of service with the Company. Employees may contribute up to 15% of their salary to the plan, subject to certain Internal Revenue Service limitations. The Company matches the first 6% of such voluntary contributions at 50% of the
amount contributed by the employee. The Company has not made unmatched contributions. For the years ended December 31, 2007, 2006 and 2005, total company contributions to the plan were approximately $66,000, $83,000 and $130,000, respectively.

12. LEGAL PROCEEDINGS

As of the date
of this report, the Company is not aware of any pending litigation, claims or assessments that would have a material adverse effect on the Companys business, financial condition and results of operations.



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The Company from time to time may be involved in various other lawsuits and actions by third parties arising in the ordinary course of business. The Company
is not aware of any additional pending litigation, claims or assessments that could have a material adverse effect on the Companys business, financial condition and results of operations.

During the year ended December 31, 2005, pursuant a Settlement Agreement with Jabil, Inc. (Jabil) the Company paid Jabil $1.9 million
which consisted of $3.1 million of principal and $300,000 of accrued interest. The Company realized a total non-cash gain of $1.7 million, which included $1.5 million of debt settlement gain on the current notes as well as $200,000 remaining
deferred gain on settlement of the restructured Jabil Notes.

13. QUARTERLY OPERATING RESULTS (UNAUDITED)

The following table presents unaudited quarterly operating results for each of the last eight quarters. This information has been prepared by the Company
on a basis consistent with the Companys consolidated financial statements and includes all adjustments, consisting only of normal recurring accruals in accordance with generally accepted accounting principles. Such quarterly results are not
necessarily indicative of future operating results.



|                                                                                   |  |                                                 |             |   |              |   |             |                   |  |   |                  |   |  |   |             |  
|---------------------------------------------------------------------------------- |  | ----------------------------------------------- | ----------- | - | ------------ | - | ----------- | ----------------- |  | - | ---------------- | - |  | - | ----------- | -
|                                                                                   |  | Quarter Ended                                   |            
|                                                                                   |  | March 31,2007                                   |             |   | June 30,2007 |   |             | September 30,2007 |  |   | December 31,2007 |  
|                                                                                   |  | (in thousands, except share and per-share data) |            
|Net sales                                                                          |  | $                                               | 2,491       |   |              | $ | 3,385       |                   |  | $ | 2,305            |   |  | $ | 3,877       |  
|Gross profit                                                                       |  |                                                 | 1,361       |   |              |   | 1,747       |                   |  |   | 1,189            |   |  |   | 1, 643      |  
|Operating profit (loss)                                                            |  |                                                 | 197         |   |              |   | 330         |                   |  |   | (149             | ) |  |   | 325         |  
|Net loss                                                                           |  |                                                 | (603        | ) |              |   | (457        | )                 |  |   | (982             | ) |  |   | (509        | )
|                                                                                   |  |                                                 |             |  
|Basic and diluted loss per share(1)                                                |  | $                                               | (0.00       | ) |              | $ | (0.00       | )                 |  | $ | (0.00            | ) |  | $ | (0.00       | )
|                                                                                   |  |                                                 |             |  
|Weighted average shares outstanding and average shares and equivalents outstanding |  |                                                 | 248,124,730 |   |              |   | 255,467,346 |                   |  |   | 255,470,433      |   |  |   | 253,661,021 |  
|                                                                                   | 
|                                                                                   |  | Quarter Ended                                   |            
|                                                                                   |  | March 31,2006                                   |             |   | June 30,2006 |   |             | September 30,2006 |  |   | December 31,2006 |  
|                                                                                   |  | (in thousands, except share and per-share data) |            
|Net sales                                                                          |  | $                                               | 2,232       |   |              | $ | 1,992       |                   |  | $ | 2,587            |   |  | $ | 3,670       |  
|Gross profit                                                                       |  |                                                 | 316         |   |              |   | 294         |                   |  |   | 1,170            |   |  |   | 546         |  
|Operating loss                                                                     |  |                                                 | (3,381      | ) |              |   | (3,539      | )                 |  |   | (624             | ) |  |   | (1,160      | )
|Net loss                                                                           |  |                                                 | (4,761      | ) |              |   | (4,862      | )                 |  |   | (2,095           | ) |  |   | (2,770      | )
|                                                                                   |  |                                                 |             |  
|Basic and diluted loss per share(1)                                                |  | $                                               | (0.14       | ) |              | $ | (0.14       | )                 |  | $ | (0.06            | ) |  | $ | (0.08       | )
|                                                                                   |  |                                                 |             |  
|Weighted average shares outstanding and average shares and equivalents outstanding |  |                                                 | 34,214,906  |   |              |   | 35,226,400  |                   |  |   | 35,240,820       |   |  |   | 35,241,831  |  



|(1) | Loss per share were calculated for each three-month period on a stand-alone basis.
|--- | ----------------------------------------------------------------------------------

The Companys sales and operating results may fluctuate from quarter-to-quarter and from year-to-year due to the following factors: (i) the ability to obtain funding for working capital needs to allow the
Company to procure inventory in sufficient supplies to meet customer demand (ii) announced capital expenditure cutbacks by customers within the telecommunications industry, (iii) limited number of major customers, (iv) the product
mix, volume, timing and number of orders received from customers, (v) the long sales cycle for obtaining new orders, (vi) the timing of introduction and market acceptance of new products, (vii) success in developing, introducing and
shipping product enhancements and new products, (viii) pricing changes by our competitors, (ix) the ability to enter into long term agreements or blanket purchase orders with customers, (x) the ability to obtain sufficient supplies of
sole or limited source components for products, (xi) the ability to attain and maintain production



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##### Table of Contents

volumes and quality levels for current and future products, and (xii) changes in costs of materials, labor and overhead. Any unfavorable changes in
these or other factors could have a material adverse effect on the Companys business, financial condition and results of operations. The Company does not anticipate that its backlog at the beginning of each quarter will be sufficient to
achieve expected revenue for that quarter. To achieve its revenue objectives, the Company expects that it will have to obtain orders during a quarter for shipment in that quarter.



21



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##### Table of Contents

Exhibit Index



|            |  |      |  |   |  |                                                                                                                                                           
|----------- |  | ---- |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Ref. |  |   |  | Description                                                                                                                                               
|23.1        |  | +    |  | - |  | Consent of Grant Thornton LLP.                                                                                                                            
|            |  |      | 
|24.1        |  | +    |  | - |  | Power of Attorney (included as part of signature page)                                                                                                    
|            |  |      | 
|31.1        |  | +    |  | - |  | Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                   
|            |  |      | 
|31.2        |  | +    |  | - |  | Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|            |  |      | 
|32.1        |  | +    |  | - |  | Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.    
|            |  |      | 
|32.2        |  | +    |  | - |  | Certification by the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



|+ | Filed with this report.
|- | -----------------------