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                                                                  Exhibit 10.29






                                                        Contract No. EU-EX-001
                                                                    -----------

               DIGITAL LIGHTWAVE AUTHORIZED DISTRIBUTOR AGREEMENT
                           (International Exclusive)

         This Authorized Distributor Agreement (the "Agreement") is entered
into as of ___________ (the "Effective Date") by and between Digital Lightwave,
Inc., a Delaware corporation having a principal place of business at 15550
Lightwave Drive, Clearwater, FL 33760 ("Digital"), and _____________ a company
formed under the laws of ________, having a place of business at
____________________________________ ("Distributor"). This Agreement includes
any Exhibits attached hereto and referenced herein.

1.       DEFINITIONS

         "Competing Products" shall mean products that compete with the
Products, a current list of which is set forth on Exhibit G hereto.

         "Demonstration Units" shall mean units or components of a Product
purchased by Distributor in order to demonstrate the Product.

         "Documentation" shall mean Digital's then-current printed literature,
manuals, brochures and End User License Agreement provided with the Products.

         "End User" shall mean a third party or entity who (a) acquires the
Products from Distributor, or (b) is a Global Strategic Account who acquires
the Products from Digital, in each case for use rather than distribution or
resale.

         "End User License Agreement" shall mean the license agreement between
Digital and each End User of Products that is included with the Documentation
for each Product.

         "Global Strategic Accounts" shall mean certain customers of Digital
with respect to which Digital reserves the right to makes sales in the
Territory and Distributor agrees to act as Support Agent as provided in this
Agreement, a current list of which is attached hereto as Exhibit D.

         "Intellectual Property Rights" shall mean any patent, copyright, trade
name, trademark, trade secret, and any applications therefor, know-how,
hardware configuration, computer software programs or applications, circuit or
logic designs, tangible or intangible proprietary information, or any other
intellectual property right or proprietary information or technology, whether
registered or unregistered.

         "Performance Goals" shall mean the Performance Goals set forth on
Exhibit F hereto.

         "Periods" shall mean the periods of time for which Performance Goals
shall be measured as set forth on Exhibit F hereto.

         "Products" shall mean the Digital products listed in Exhibit A,
including all hardware and Software components of such products, together with
any accompanying Documentation.

         "Software" shall mean the software components of the Products,
including but not limited to software, firmware and mask works.

         "Support Agent" shall mean the role played by Distributor with respect
to Global Strategic Accounts in the Territory.

         "Support Agent Fee" shall mean a fee of ten percent (10%) of the net
invoice amount for each Product sold by Digital to Global Strategic Accounts in
the Territory.



                                        DIGITAL LIGHTWAVE CONFIDENTIAL DOCUMENT
                                                              DO NOT DISTRIBUTE



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         "Support Agent Notice" shall mean the notice form set forth on Exhibit
D which shall evidence Distributor's role as Support Agent with respect to
sales of Products by Digital to Global Strategic Accounts located and taking
delivery within the Territory.

         "Support Services" shall mean the support services Distributor shall
provide for the Products as set forth on Exhibit E hereto.

         "Territory" shall mean the country or countries set forth on
Exhibit A.

         "Upgrade" and "Upgraded" means any update, enhancement or improvement
of a Product that is made generally available by Digital.

         "Warranty Period" shall mean the warranty period for each Product as
set forth on Exhibit A.

2.       APPOINTMENT; PRODUCTS

         2.1      Appointment as Distributor. Subject to all the terms and
conditions of this Agreement and solely within the Territory, Digital hereby
appoints Distributor, and Distributor accepts such appointment, for the term of
this Agreement as an exclusive (except as to Digital as provided hereinafter)
distributor of the Products to End Users located and taking delivery within the
Territory. Digital shall not appoint any person or entity other than
Distributor as its distributor, representative or agent to distribute Products
within Territory. Notwithstanding the foregoing, Distributor acknowledges that
Digital shall have the exclusive right (i) to distribute Products to Global
Strategic Accounts located and taking delivery within the Territory, and (ii)
to change the list of Global Strategic Accounts on Exhibit C from time to time,
provided that Digital shall use reasonable efforts to provide Distributor with
written notice of such changes.

         2.2      Appointment as Support Agent. Subject to all the terms and
conditions of this Agreement and solely within the Territory, Digital hereby
appoints Distributor, and Distributor accepts such appointment, for the term of
this Agreement as an exclusive Support Agent for Products sold by Digital to
Global Special Accounts located and taking delivery within the Territory.
Digital shall not appoint any person or entity other than Distributor as its
representative or agent to support Products sold by Digital to Global Special
Accounts located and taking delivery within the Territory.

         2.3      License. Subject to all the terms and conditions of this
Agreement, Digital hereby grants and Distributor hereby accepts an exclusive
(except as to Digital as provided in Section 2.1) and non-transferable right
and license in the Territory to (a) distribute Products to End Users in the
Territory, together with the End User License Agreement, and (b) to use
Demonstration Units only for the purpose of testing or demonstrating to
prospective End Users in accordance with Documentation provided by Digital. Any
use of the Product by Distributor shall be subject to a separate written
agreement to be negotiated by the parties.

         2.4      Limitation on License. Distributor shall not (a) distribute
or resell the Products to or through any distributors, resellers or other sales
agents, or (b) advertise, sell or ship the Products outside the Territory
without the prior written consent of Digital. Distributor will refer to Digital
all orders or inquiries received by Distributor (i) from Global Strategic
Accounts, or (ii) relating to the supply of Products for use outside the
Territory. Nothing in this Agreement shall be construed as limiting in any
manner Digital's marketing, distributor or sales activities or its appointment
of other dealers, distributors, licensees or agents outside of the Territory.

         2.5      New Products. Digital may, but shall not be obligated to,
change, modify or discontinue any Product at any time. Digital shall have the
right, in its sole discretion, from time to time, to add new products or
Upgrades to Exhibit A and may remove any discontinued product therefrom.

         2.6      Demonstration Units. Subject to Section 3.9, Distributor
shall have the right to purchase up to five (5) Demonstration Units upon the
execution of this Agreement and at least two (2) Demonstration Units during
each six (6) month period thereafter. The Demonstration Units shall be
purchased at the prices specified on Exhibit B and shall be used by Distributor
solely for demonstration purposes. Distributor acknowledges that Digital shall
have




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the right, in its sole discretion, from time to time to change the
Demonstration Unit prices on Exhibit B upon thirty (30) days' written notice.
Demonstration Units may not be resold without the prior written consent of
Digital.

3.       TERMS AND CONDITIONS OF SALES BY DISTRIBUTOR

         3.1      Purchase Orders. This Agreement contemplates the
contemporaneous and future execution by the parties of one or more purchase
orders which shall set forth the following with respect to the Products
ordered: (a) identification of the Products, (b) quantity of each Product, (c)
) price of each Product, (d) shipping instructions, and (e) requested delivery
date(s). All purchase orders issued under this Agreement shall be subject to
the terms and conditions hereof and this Agreement shall supercede any terms
and conditions contained in any pre-printed forms submitted by Distributor as,
or in connection with, any purchase order. In the event of any discrepancy
between the provisions of this Agreement and any purchase order, the provisions
of this Agreement shall prevail, unless explicitly stated otherwise in the
purchase order and such purchase order is executed by both parties.

         3.2      Acceptance of Purchase Orders. The parties shall be under no
obligation to issue or accept any purchase order under this Agreement. No
Products shall be furnished to Distributor by virtue of this Agreement alone
but shall require the issuance of a purchase order. All purchase orders are
subject to Digital's written acceptance. Such written acceptance shall confirm
the requested delivery dates or offer alternative delivery dates.

         3.3      Changes and Cancellations. Purchase orders accepted by
Digital may be changed or cancelled by Distributor only upon written consent of
Digital. Once Digital has accepted a purchase order, Distributor may submit
requests to make only the following changes: (a) increase the quantities of
Products to be delivered, (b) modify the delivery schedule, or (c) modify the
delivery location to another location within the Territory. In the event of
Distributor's cancellation or withdrawal of a purchase order without Digital's
written consent, and without limiting any other remedy which Digital may have
as a result of such cancellation, reasonable cancellation or restocking charges
may apply to Distributor (including all expenses then incurred and commitments
made by Digital) and shall be paid by Distributor upon demand. Distributor may
cancel any purchase order not delivered by Digital within thirty (30) days of
an agreed upon delivery date without charge upon written notice to Digital
prior to Digital shipping the Products subject to the purchase order.

         3.4      Supply. During the term of this Agreement, subject to the
terms and conditions of this Agreement, Digital shall use commercially
reasonable efforts to fill promptly (by full or partial shipment) any purchase
orders which are accepted by Digital, insofar as practical and consistent with
Digital's then-current lead-time and shipping schedules, access to supplies,
allocation of available products, and capacity among Digital customers. When
Products are in short supply, Digital will use commercially reasonable efforts
to allocate Products equitably among its distributors and customers. Nothing in
this Agreement shall entitle Distributor to any priority of supply of the
Products in relation to Digital's other distributors and customers. Digital
shall be entitled to refuse or delay shipments for failure of Distributor to
make payments due to Digital whether pursuant to this Agreement or any other
contact between Distributor and Digital.

         3.5      Delivery, Title and Risk of Loss. Products are delivered
F.O.B. Digital's applicable United States warehouse or place of production.
Distributor shall pay all delivery charges to End Users, including without
limitation transportation charges and insurance premiums and shall be
responsible for all taxes, duties and other governmental assessments. Digital
will select the carrier, who will deliver the Products to Distributor at the
location(s) shown on the applicable purchase order, or as otherwise agreed to
by the parties. Title and risk of loss or damage will pass to Distributor at
Digital's United States place of shipment upon delivery to the first carrier.
Any loss or damage after delivery to the first carrier, including damage or
loss during transportation, will be Distributor's responsibility and will not
relieve Distributor of its payment obligation. Any claim by Distributor against
Digital for shortage of Products or damage to Products occurring prior to such
delivery must be made in writing within thirty (30) days after receipt of
shipment and must be accompanied by the original transportation bill signed by
the carrier noting that the carrier received the Products from Digital in the
condition claimed. Any shipments returned to Digital as a result of
Distributor's unexcused delay or failure to accept delivery will require
Distributor to pay all additional costs incurred by Digital.

         3.6      Acceptance. Products shall be deemed accepted by Distributor
upon delivery.


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         3.7      Prices. The prices payable by Distributor shall be set forth
on Digital's then-current price list (the price list in effect as of the
Effective Date is set forth on Exhibit B). Distributor acknowledges that
Digital shall have the right, exercisable from time to time in Digital's sole
discretion, to change the price list in Exhibit B upon thirty (30) days written
notice. New prices will apply immediately to all shipments made after such
notice period. In the event of any price decrease, Digital may, in its sole
discretion, provide Distributor with a credit towards future orders equal to
the difference between (a) the price paid by Distributor for Products affected
by the decrease that remain in Distributor's inventory upon effectiveness of
the decrease (not including Products obtained more than two (2) months before
the decrease) and (b) the decreased price for the same amount of such Products.
In the event of a special End User price reduction, Digital may, in its sole
discretion, adjust Distributor's purchase price on a pro-rata basis or greater.

         3.8      Taxes. Pricing is exclusive of shipping and insurance
charges, and federal, state and/or local excise, sales, value-added, import,
use, property, distributor, occupation or similar taxes and Distributor agrees
to pay all such taxes due on the Products. Such amounts will be added to
Distributor's total invoice amount, unless Distributor furnishes Digital with a
valid resale or exemption certificate. If Distributor shall be required by any
laws to deduct any taxes from or in respect of any sum payable hereunder, (a)
the sum payable to Digital shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section 3.8), Digital receives an amount equal to the sum it
would have received had no such deductions been made, (b) Distributor shall
make such deductions, (c) Distributor shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
laws, and (d) within thirty (30) days after the date of such payment,
Distributor shall furnish to Digital the original or a certified copy of a
receipt evidencing payment thereof.

         3.9      Payments. Upon credit review by Digital, terms of payment
will be net sixty (60) days from invoice date. At any time, Digital may require
that Distributor (a) make advanced payment for any Demonstration Units or
purchase orders, (b) establish a confirmed, irrevocable letter of credit ( an
"LC") in favor of Digital issued by a financial institution and in a form and
amount acceptable to Digital. Payments shall be made in United States dollars
by wire transfer to Digital at such account as Digital may designate in
writing.

         3.10     Late Payments. In the event that payment is not received when
due, any unpaid balance shall bear interest at the rate of eighteen percent
(18%) per annum effective the first day after the scheduled payment date. In
addition, Digital shall have the right to (a) sell or otherwise dispose of any
Products which are the subject of such late payment and apply the proceeds of
the sale to the overdue payment, (b) cancel or suspend delivery of Products to
Distributor under any additional purchase order, (c) require Distributor to
make advanced payments, or (d) draw against any LC provided by Distributor
pursuant to Section 3.8 above.

4.       DISTRIBUTOR'S SALES OBLIGATIONS

Distributor hereby covenants and agrees that, unless otherwise consented to in
writing by Digital, Distributor shall comply with the following provisions
during the Term of this Agreement.

         4.1      Market and Distribute. Distributor shall use its best efforts
to successfully market (including, without limitation, inclusion of the
Products in Distributor's catalogs and other promotional materials) and
distribute the Products in the Territory on a continuing basis and in
compliance with good business practices and Digital's written procedures, and
to further ensure that all advertising and marketing materials relating to the
Products and/or Digital shall be accurate in all respects. Distributor will use
the then-current names used by Digital for the Products (but will not represent
or imply that it is Digital or is a part of Digital); provided that all
advertisements and promotional materials shall be subject to prior written
approval of Digital. Distributor further agrees to carry out such promotional
sales campaigns and attend industry or trade shows or conventions within the
Territory as Digital may require.

         4.2      Performance Goals. Distributor shall use its best efforts to
meet the Performance Goals. In calculating Performance Goals, Support Agent
Fees shall be included and the invoice price of all Products returned pursuant
to Section 5.4 shall be subtracted. The parties shall negotiate in good faith
new Performance Goals for renewal periods, if any, and amend Exhibit F
accordingly.



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         4.3      Sale Agreement. Any sales of Products by Distributor shall be
made pursuant to an agreement containing reasonable commercial terms which
shall include, without limitation (a) a reasonable limitation of liability,
which specifically excludes liability on the part of Distributor's
manufacturers or suppliers, (b) a provision stating that the buyer is acquiring
the Product for its own use and not for resale, and (c) an exclusion of any
warranties to End User beyond what is provided in this Agreement.

         4.4      Components. Distributor shall, in all cases, deliver all
components of the Products to End Users thereof; such components shall include,
without limitation, disks or other media bearing labels, Documentation, and, at
Digital's option, advertising and promotional materials supplied by Digital.

         4.5      Designated Employee. Distributor shall, at its own expense,
send an employee or agent to be trained in the use, operation and maintenance
of the Products by Digital at a mutually agreed upon location within one
hundred and twenty (120) days after the Effective Date of this Agreement.
Distributor shall be responsible for training an additional number of employees
or agents sufficient to demonstrate the Products to its customers and instruct
its customers in the use, operation and maintenance of the Products, as
applicable. In addition, Distributor shall designate an employee in marketing
or support to act as Digital's main contact person for the Products (the
"Designated Employee"). Upon request, the Designated Employee shall attend all
training sessions regarding sales, marketing, technical or legal compliance
training provided by Digital at locations within the Territory.

         4.6      Forecasts. Distributor shall provide Digital with monthly,
rolling, non-binding, good faith forecasts of its anticipated requirements and
shipping dates for the six (6) month period following such forecasts (or, if
shorter, the remaining term of this Agreement).

         4.7      Sales Reports. Distributor shall provide Digital with sales
funnel reports by the first day of each calendar month, as well as marketing
reports on a periodic basis containing such information about the End Users,
the market for the Products, and the distribution thereof within the Territory
as Digital may request from time to time.

         4.8      Authorizations. Distributor shall, at its own expense, make,
obtain, and maintain in force at all times during the term of this Agreement,
all applicable filings, registrations, reports, licenses, permits and
authorizations (collectively "Authorizations") required in the various
countries in the Territory in order for Distributor to execute and deliver this
Agreement and perform its obligations under this Agreement. Digital shall
provide Distributor with such assistance as Distributor may reasonably request
in making or obtaining any such Authorizations. In the event that the issuance
of any Authorization in any country within the Territory is conditioned upon
any amendment or modification to this Agreement which is unacceptable to
Digital, Digital shall have the right to terminate this Agreement with respect
to such country without liability or further obligation whatsoever to
Distributor.

         4.9      Compliance with Laws. Distributor shall comply with all laws,
regulations and other legal requirements that apply to this Agreement,
including, without limitation, tax and foreign exchange legislation, export
laws and restrictions, national security controls and other regulations of the
United States, countries or regions in the Territory, or other applicable
foreign agencies or authorities. Distributor remains solely and exclusively
responsible for compliance with all statutes and regulations governing sales to
foreign entities. Digital makes no representations, certifications or
warranties whatsoever with respect to the ability of its goods, services or
prices to satisfy any such statutes or regulations. Failure of Distributor to
conduct any sales to foreign entities in strict accordance with all statutes
and regulations of all governments and organizations involved shall constitute
a material breach of this Agreement. Specifically:

                  4.9.1    Distributor will not export or re-export, or allow
         the export or re-export of any Products or any copy or direct product
         thereof except in compliance with and accompanied by all licenses and
         approvals required under applicable export laws and regulations,
         including without limitation, those of the United States Department of
         Commerce. Distributor specifically will not export or re-export, or
         allow the export or re-export of any Products or any copy or direct
         product thereof to any Group D:1 or E:2 country (or any national of
         such country) specified in the then-current Supplement No. 1 to Part
         740 of the United States Export Administration Regulations (together
         with any successor regulations or supplement, "US Export
         Regulations"), or, in violation of the embargo provisions in Part 746
         of the US Export Regulations,




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         except in compliance with and accompanied by all licenses and
         approvals required under applicable export laws and regulations,
         including without limitation, those of the United States Department of
         Commerce.

                  4.9.2    Distributor will advise Digital of any legislation,
         rule, regulation or other law (including but not limited to any
         customs, tax, trade, intellectual property or tariff law) which is in
         effect or which may come into effect in any county in the Territory
         after the Effective Date of this Agreement and which affects the
         importation of the Products, or the use and the protection of the
         Products, or which has a material effect on any provision of this
         Agreement.

                  4.9.3    Distributor will provide Digital with the assurances
         and official documents that Digital periodically may request to verify
         Distributor's compliance with this Section 4.9.3.

         4.10     United States Government End Users. Distributor shall comply
with all applicable laws, rules and regulations to preclude the acquisition of
unlimited rights to technical data, software and documentation provided with
the Products to a governmental agency, and ensure the inclusion of the
appropriate "United States Government End Users" notices required by the United
States Government agencies or other applicable agencies.

         4.11     Exclusivity. Distributor shall not obtain the Products for
distribution or resale, from any person, firm or company, other than Digital.

         4.12     No Competing Products. Distributor shall not distribute or
resell Competing Products in the Territory, whether directly or indirectly.
Digital shall have the right, in its sole discretion, from time to time, to
amend and update the list of Competing Products set forth on Exhibit G.

         4.13     No Unauthorized Representations or Warranties. Distributor
hereby covenants and agrees that it shall not provide unauthorized
representations to third parties regarding the performance or functional
capabilities or characteristics of the Products beyond those stated in
Digital's then current printed literature, brochures and End User License
Agreement contained with the Products.

         4.14     No Reverse Engineering. Distributor shall not do (or permit
any third party to do) any of the following: (a) disassemble, decompile or
otherwise reverse engineer the Products or otherwise attempt to learn the
circuit, logic, or system design, source code, structure, algorithms or ideas
underlying the Products, (b) rent, lease or otherwise provide temporary access
to the Products, (c) take any action contrary to any documentation provided
with the Product except as expressly and unambiguously allowed under this
Agreement, or (d) copy or modify any Software or documentation included with
the Products; provided, however, that if Distributor's address set forth above
is located within a Member State of the European Community, then such
activities shall be permitted solely to the extent PERMITTED BY APPLICABLE LAW.

         4.15     Intellectual Property Rights. Distributor shall not do (or
authorize any third party to do) any act which would or might invalidate or be
inconsistent with any Intellectual Property Right of Digital and shall assist
Digital in maintaining the validity and enforceability of the Intellectual
Property Rights of Digital. Distributor will also promptly notify Digital of
any infringement of any trademarks or other proprietary rights relating to the
Products of which Distributor becomes aware.

5.       DISTRIBUTOR'S SUPPORT OBLIGATIONS

         5.1      Support Agent Notice. This Agreement contemplates the
contemporaneous and future execution by the parties of one or more Support
Agent Notices, each of which shall be incorporated herein by reference.

         5.2      Support Obligations. Distributor shall provide the Support
Services, at Distributor's expense, with respect to all Products (a) sold by
Distributor to End Users in the Territory, and (b) sold by Digital to Global
Strategic Accounts in the Territory for the applicable Warranty Periods for
such Products. In providing the Support Services, Distributor shall use its
best efforts to (i) determine whether problems with the Products are due to
user or operational error, defects in the Product media, or Product errors, and
(ii) resolve with End Users all user and operational errors. If Distributor
believes that End User problems are due to Product errors or defects, it shall



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promptly report this fact to Digital. Distributor shall deliver any error
corrections provided by Digital to the appropriate End Users.

         5.3      Support Agent Fee. Distributor shall earn a Support Agent Fee
with respect to all Products sold by Digital to Global Special Accounts in the
Territory that are the subject of a Support Agent Notice. Distributor shall be
responsible for billing and collecting from End Users any fees charged by
Distributor for the Support Services.

         5.4      Returns.


                  5.4.1    Distributor will handle and be responsible for all
         Product returns during the applicable Warranty Period(s) whether such
         returns are made (a) directly from Distributor after acceptance of
         Products, or (b) through Distributor by End Users in the Territory who
         (i) bought the Products from Distributor, or (ii) are Global Strategic
         Accounts that are the subject of a Support Agent Notice.

                  5.4.2    Digital shall bear the cost of freight and insurance
         to the point of repair for all Products returned to Digital by
         Distributor after acceptance by Digital but prior to delivery to the
         End User. Distributor shall bear the cost of freight and insurance to
         the point of repair for all Products returned to Digital by
         Distributor on behalf of an End User. Digital will bear the cost of
         freight and insurance for return of all Products to Distributor.

                  5.4.3    Distributor agrees to obtain a Return Material
         Authorization ("RMA") prior to returning a Product, such RMA shall
         include a written authorization from Digital for the return of the
         Product and a detailed description of the error or defect of the
         returned Products. If Digital cannot, or determines that it is not
         practical to, repair or replace the returned Product, the price
         therefor paid by Distributor or the Global Strategic Account End User,
         as the case may be, will be refunded. If Digital determines after
         inspection that a warranty claim is invalid, Digital may charge
         Distributor for costs incurred by Digital related to such inspection.

         5.5      End User Records. Distributor shall promptly report to
Digital all known or suspected Product defects or safety problems and maintain
and make available to Digital on reasonable request an accurate and complete
list of Distributor's Product End Users by name and address, the Product
installation address (if different), the Product components furnished to each
End User and the transaction date. Distributor shall retain such information in
list form for a period of five (5) years from the transaction date. The
obligation to maintain and make such information available to Digital shall
survive expiration or termination of this Agreement.

         5.6      Improvements. Distributor shall keep Digital informed as to
any problems encountered with the Products and any resolutions arrived at for
those problems, and to communicate promptly to Digital any and all
modifications, design changes or improvements of the Products suggested by any
customer, employee or agent. Distributor further agrees that Digital shall have
and is hereby assigned any and all right, title and interest in and to any such
suggested modifications, design changes or improvements of the Products,
without the payment of any additional consideration therefor either to
Distributor, or its employees, agents or customers.

6.       DIGITAL OBLIGATIONS

Digital hereby covenants and agrees that, unless otherwise consented to in
writing by Distributor, Digital shall comply with the following provisions
during the Term of this Agreement.

         6.1      Product Information. Digital shall provide Distributor with
such samples, catalogues, brochures, information and training concerning the
Products as Digital may consider appropriate in order to assist Distributor
with the sale of Products in the Territory and use reasonable efforts to
promptly answer any technical inquiries regarding the Products made by
Distributor or its customers.

         6.2      Communicate Changes. Digital shall inform Distributor within
a reasonable time of any changes in the Products, terms of payment or delivery
schedules.



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7.       REPRESENTATIONS AND WARRANTIES

         7.1      Distributor Representations and Warranties. Distributor
represents and warrants that (a) it is duly organized and is validly existing
and in good standing under the laws of the jurisdiction of its incorporation or
organization, (b) it has the requisite corporate power and authority and all
necessary governmental approvals to carry on its business in the as it is now
being conducted, (c) it is duly qualified or licensed to do business, and is in
good standing (to the extent applicable) in each jurisdiction within the
Territory where the nature of its business makes such qualification or
licensing necessary, (d) it has the right, power and authority to enter into
this Agreement and to fully perform its obligations under this Agreement, (e)
the entering into and performance of this Agreement by Distributor does not
violate, conflict with, or result in a material default under any other
contract or agreement to which Distributor is a party, or by which it is bound,
and (f) the provisions of this Agreement, and the rights and obligations of the
parties hereunder, are enforceable under the laws of the jurisdictions in which
Distributor does business.

         7.2      Digital General Representations and Warranties. Digital
represents and warrants that (a) it has the right, power and authority to enter
into this Agreement and to fully perform its obligations under this Agreement,
and (b) the entering into and performance of this Agreement by Digital does not
violate, conflict with, or result in a material default under any other
contract or agreement to which Digital is a party, or by which it is bound.

         7.3      DIGITAL PRODUCT WARRANTY DISCLAIMER. EXCEPT FOR THE WARRANTY
MADE DIRECTLY TO END-USERS IN THE END USER LICENSE AGREEMENT, DIGITAL MAKES NO
WARRANTIES TO ANY PERSON OR ENTITY WITH RESPECT TO THE PRODUCTS OR ANY LICENSES
OR SERVICES PROVIDED HEREUNDER AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING
WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOR ARE THERE ANY
WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE.
DIGITAL DOES NOT WARRANT THAT THE PRODUCTS, OR ANY HARDWARE OR SOFTWARE, ARE OR
WILL BE ERROR-FREE OR THAT OPERATION OF THE PRODUCTS WILL BE SECURE OR
UNINTERRUPTED AND HEREBY DISCLAIMS ANY AND ALL LIABILITY ON ACCOUNT THEREOF.
EXCEPT AS PROVIDED HEREIN, THERE IS NO EXPRESS OR IMPLIED WARRANTY OF
NON-INFRINGEMENT. DISTRIBUTOR'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT IS
PROVIDED IN SECTION 10.1 HEREOF. THE FOREGOING EXCLUSIONS ARE AN ESSENTIAL PART
OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE FEES CHARGED FOR THE
PRODUCTS. DISTRIBUTOR WILL HANDLE AND BE RESPONSIBLE FOR ALL WARRANTY RETURNS
FROM ITS DIRECT AND INDIRECT CUSTOMERS UNDER THE TERMS SET FORTH IN SECTION 5.4
HEREOF.

8.       INTELLECTUAL PROPERTY; USE OF MARKS

         8.1      Ownership of Intellectual Property. As between the parties,
any and all Intellectual Property Rights in and to the Products are owned
exclusively by Digital and/or its affiliates and licensors. Distributor agrees
not to claim or assert title to or ownership of the Products. Distributor shall
not remove or alter any trademark, copyright or proprietary notice from the
Products.

         8.2      Software. Any Software supplied with the Product will be
governed by the terms of the Documentation. Digital reserves the right to
modify any of the specifications, functions or features of any Software, issue
new releases, or cease supporting a particular Software program or release at
any time. In the event Digital issues a new release of a Software program,
Digital may, but shall have no obligation to, support prior releases of the
program. Digital reserves the right to require payment for new Software
releases.

         8.3      Restrictions on Use and Distribution. Any Software that
Digital furnishes with the Product is subject to the following minimum
conditions, in addition to those which may be imposed on End Users by the End
User License Agreement: (a) Digital (or its supplier) retains all title and
ownership to such Software and Digital reserves all rights in patents,
copyrights, trade secrets and other intellectual property in it, (b)
Distributor may not copy, disassemble, decompile or reverse engineer the
Software under any circumstances, nor will Distributor assist or cooperate with
third parties attempting any of the foregoing, and (c) Distributor will
exercise the same care to




                                       8
<PAGE>   9

prevent any unauthorized copying or dissemination by Distributor's customers
and others who are to use the Products as Distributor would take to protect
Distributor's own proprietary information, but in no event less than reasonable
care.

         8.4      U.S. Government Restricted Rights. The Software and
Documentation are computer software/software documentation provided with
RESTRICTED AND LIMITED RIGHTS. Use, duplication or disclosure by the U.S.
Government is subject to the terms of this Agreement per FAR 12.212 or DFAR
227.7202-3 and, to the extent required under federal law, the restrictions as
set forth in FAR 52.227-14 (June 1987) Alternate III(g)(3) (June 1987), FAR
52.227-19 (June 1987), or DFARS 252.227-7013(c)(1)(ii) (October, 1988), as
applicable. Contractor is Digital Lightwave, Inc., 15550 Lightwave Drive,
Clearwater, FL 33760.

         8.5      Reverse Engineering. Distributor acknowledges Digital's claim
that the Software furnished hereunder contains valuable trade secrets of
Digital, and, therefore, agrees that it will not translate, reverse engineer,
de-compile or disassemble or make any other unauthorized use of such Software.
Since unauthorized use of such Software will greatly diminish the value of such
trade secrets and cause irreparable harm to Digital, Distributor agrees that
Digital, in addition to any other remedies it may have, shall be entitled to
equitable relief to protect such trade secrets, including without limitation
temporary and permanent injunctive relief without the proving of damage by
Digital.

         8.6      Trademarks

                  8.6.1    Ownership and Use of Digital Marks. Distributor
         expressly agrees that ownership and all right, title and interest in
         and to Digital's name or any trademark or trade name relating to the
         Products (collectively, "Marks") are and shall remain vested solely in
         Digital; provided, however, that Distributor may use the Marks to the
         extent and only to such extent necessary to perform Distributor's
         duties hereunder. Distributor shall continually use its best efforts
         to protect Digital's Marks. Distributor shall promptly notify Digital
         of any infringement thereof about which it has actual knowledge.
         Distributor shall not use, directly or indirectly, in whole or in
         part, Digital's Marks in connection with any product other than the
         Products, without the prior written consent of Digital. Upon notice
         from Digital of its objection to any improper or incorrect use of such
         Marks, Distributor shall correct or change such usage. Distributor
         shall indemnify and hold Digital harmless for any and all liability,
         charges and/or costs of defending against claims arising from improper
         use by Distributor of such Marks after Digital has in writing objected
         to Distributor's use of them.

                  8.6.2    Review and Approval of Uses. Distributor must obtain
         Digital's prior written approval to use any of Digital's Marks in any
         advertising or literature, and must strictly comply with Digital's
         instructions regarding their use. Among other things, Distributor will
         be required to indicate explicitly Digital's ownership of the Mark. At
         Digital's request, Distributor will submit to Digital for Digital's
         approval specimens or photographs of Distributor's letterhead,
         business cards, telephone directory listings, signs and vehicle
         markings and any other advertising materials in which Distributor
         indicates an affiliation with Digital or the sale or distribution of
         the Products. Unless otherwise agreed to in writing by Digital,
         Distributor shall sell Products only under the Marks affixed thereon
         or on the packages in which they are delivered, if any, and
         Distributor shall not have the right to eliminate such Marks or add
         any other trademark, copyright or patent notice, or trade name
         thereto. At the expiration or termination of this Agreement,
         Distributor will immediately discontinue any use of all Digital Marks,
         as well as any other combination of words, designs, trademarks or
         trade names that would indicate that Distributor is or was an
         authorized distributor of the Products. If Digital determines in its
         sole discretion that Distributor is using the Marks in a manner that
         disparages, diminishes and/or tarnishes its image and/or reputation,
         Digital may terminate this Agreement.

                  8.6.3    Assistance. All use by Distributor of the Marks
         shall inure exclusively to the benefit of Digital and Digital shall
         retain the exclusive right to apply for and obtain registration of the
         Marks in all states of the United States and all countries of the
         world. Upon request of Digital, Distributor shall assist Digital in,
         but not bear the expense of, securing trademarks or trade names in the
         region(s) or country(ies) in which Products are or will be sublicensed
         under this Agreement for technology or products developed by Digital
         or names or material originated by Digital. Except as described in the
         previous sentence,



                                       9
<PAGE>   10

         Distributor agrees not to obtain or attempt to obtain by any manner
         whatsoever any right, title or interest in or to any of the Marks,
         domain name or any mark confusingly similar thereto. Distributor
         shall, and hereby does, assign to Digital any and all proprietary
         interests it may obtain under the laws of any jurisdiction in the
         Territory in the name and/or trademarks or words associated with
         Digital, or the Products, due to use or registration by Distributor of
         such names, trademarks or words.

9.       CONFIDENTIALITY

Distributor agrees to keep confidential and not disclose or use except in
performance of its obligations under this Agreement, confidential or
proprietary information related to Digital's technology or business that
Distributor learns in connection with this Agreement and any other information
received from Digital, including without limitation, to the extent previously,
currently or subsequently disclosed to Distributor hereunder or otherwise:
information relating to products or technology of Digital or the properties,
composition, structure, use or processing thereof, or systems therefor, or to
Digital's business (including, without limitation, computer programs, code,
algorithms, schematics, data, know-how, processes, ideas, customer information,
inventions (whether patentable or not), names and expertise of employees and
consultants, all information relating to customers and customer transactions
and other technical, business, financial, customer and product development
plans, forecasts, Product prices, strategies and information), all of the
foregoing, "Confidential Information"). Distributor shall not disclose the
terms of this Agreement to any third party or copy this Agreement for any use
without the prior written consent of the Digital. Distributor shall use
reasonable precautions to protect Digital's Confidential Information and employ
at least those precautions that Distributor employs to protect its own
confidential or proprietary information. "Confidential Information" shall not
include information Distributor can document (a) is in or (through no improper
action or inaction by Distributor or any affiliate, agent or employee) enters
the public domain (and is readily available without substantial effort), or (b)
was rightfully in its possession or known by it prior to receipt from Digital,
or (c) was rightfully disclosed to it by another person without restriction, or
(d) was independently developed by it by persons without access to such
information and without use of any Confidential Information of Digital.
Distributor, with prior written notice to Digital, may disclose such
Confidential Information to the minimum extent possible that is required to be
disclosed to a governmental entity or agency in connection with seeking any
governmental or regulatory approval, or pursuant to the lawful requirement or
request of a governmental entity or agency (including a court order or
subpoena), provided that reasonable measures are taken to guard against further
disclosure, including without limitation, seeking appropriate confidential
treatment or a protective order, or assisting Digital to do so.

10.      INDEMNIFICATION

         10.1     Digital. Subject to Section 10.3 below, Digital will defend
any third party claim or action against Distributor to the extent such suit or
action is based on a third party claim that use of the Products constitutes an
infringement of such third party's United States patent issued as of the
Effective Date or United States copyright or trademark, and Digital will pay
those damages and costs finally awarded against Distributor in any monetary
settlement of such suit or action which are specifically attributable to such
claim. The foregoing obligation of Digital does not apply with respect to
Product or portions or components thereof (a) that are not supplied by Digital,
(b) that are used in violation of this Agreement or in a manner not provided
for or described in documentation accompanying the Products, or used in
combination with any other software, hardware, network or system, (c) that are
modified after shipment by Digital, if the alleged infringement relates to such
modification, (d) that are combined with other products, processes or materials
where the alleged infringement relates to such combination, (e) with respect to
which Distributor continues allegedly infringing activity after being notified
thereof or after being informed of modifications that would have avoided the
alleged infringement, or (f) where Distributor's use of the Product is incident
to an infringement not resulting primarily from the Products. If any Product or
any portion of a Product becomes, or in Digital's opinion is likely to become,
the subject of a claim of infringement, then Digital may, at its option and
expense, (i) procure for Distributor the right to continue using the Product or
portion of a Product, as the case may be, or (ii) replace or modify the
affected Product or portion of a Product, as the case may be, so that it
becomes non-infringing. If neither alternative is reasonably available, Digital
may terminate this Agreement. THE FOREGOING STATES DIGITAL'S ENTIRE LIABILITY
FOR INFRINGEMENT CLAIMS.

         10.2     Distributor. Distributor shall indemnify, defend and hold
harmless Digital and its officers, directors, agents and employees from all
losses, costs, expenses, damages, claims and liabilities (including reasonable
attorneys' fees) to which Digital shall be subject, or for which Digital shall
be liable arising out of: (a)




                                      10
<PAGE>   11

any breach by Distributor of its obligations, representations and warranties
under this Agreement, (b) any failure by Distributor to pay required taxes, and
(c) except for claims for which Digital is obligated to indemnify Distributor
pursuant to Section 10.1 above, any other claims arising out of Distributor's
resale of Products.

         10.3     Indemnification Procedures. A party's obligations to
indemnify the other party with respect to any third party claim, action or
proceeding shall be conditioned upon the indemnified party: (a) providing the
indemnifying party with prompt written notice of such claim, action or
proceeding, (b) permitting the indemnifying party to assume and solely control
the defense of such claim, action or proceeding and all related settlement
negotiations, with counsel chosen by the indemnifying party, and (c)
cooperating at the indemnifying party's request and expense with the defense or
settlement of such claim, action or proceeding which cooperation shall include
providing reasonable assistance and information. No indemnified party shall
enter into any settlement agreement for which it will seek indemnification
under this Agreement from the indemnifying party without the prior written
consent of the indemnifying party. Nothing herein shall restrict the right of a
party to participate in a claim, action or proceeding through its own counsel
and at its own expense.

         10.4     LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE IN
THIS AGREEMENT OR OTHERWISE, DIGITAL WILL NOT BE LIABLE WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY AMOUNTS IN EXCESS OF
THE LESSER OF (I) THE AGGREGATE OF THE AMOUNTS PAID TO DIGITAL HEREUNDER DURING
THE SIX MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, OR (II)
$50,000, (B) INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR
EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR DIGITAL HAS BEEN
ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES),
ARISING FROM DIGITAL'S PERFORMANCE OR NON-PERFORMANCE PURSUANT TO ANY PROVISION
OF THIS AGREEMENT OR THE USE OF THE PRODUCTS (INCLUDING SUCH DAMAGES INCURRED
BY THIRD PARTIES) SUCH AS, BUT NOT LIMITED TO LOSS OF REVENUE OR ANTICIPATED
PROFITS, LOSS OF BUSINESS OR LOSS OF USE, (C) COST OF PROCUREMENT OF SUBSTITUTE
PRODUCTS OR SERVICES, OR (D) LOSS OR CORRUPTION OF DATA OR INTERRUPTION OF USE
OR BUSINESS. DIGITAL SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO
MATTERS BEYOND ITS REASONABLE CONTROL. NOTWITHSTANDING THE FOREGOING, THIS
SECTION 10.4 SHALL NOT LIMIT LIABILITY FOR DAMAGES THAT ARE THE SUBJECT OF
INDEMNIFICATION PURSUANT TO SECTION 10.1 ABOVE.

         10.5     Exception. If for any reason, by operation of law or
otherwise, any of the limitations of liability set forth above are
unenforceable, Distributor agrees that Digital's entire liability arising out
of or in connection with this Agreement shall be limited to indemnifying and
holding Distributor harmless from (a) any loss or damage to real property, or
(b) any loss or damage arising from bodily injury, including death, when such
loss or damage is caused by the grossly negligent acts or omissions or
intentional wrongdoing of Digital's employees or agents arising out of the
performance of this Agreement, provided that Distributor gives Digital prompt
written notice of any such claim of loss or damage and allows Digital to
control, and fully cooperates with Digital in, the defense of such claim and
all related settlement negotiations.

11.      TERM AND TERMINATION

         11.1     Term. This Agreement shall commence on the Effective Date and
shall remain in full force and effect (unless terminated earlier as provided
below) for an initial term of one (1) year (the "Initial Term") and shall
automatically renew for additional one (1) year periods (each, a "Renewal
Term", and together with the Initial Term, the "Term"). Distributor understands
and acknowledges that after the expiration or earlier termination of this
Agreement, Distributor shall have no right whatsoever to continue as a dealer
or Distributor of the Products.

         11.2     Mutual Termination. This Agreement may be terminated by
either party as follows:

                  11.2.1   At the end of the Initial Term or any Renewal Term
         upon thirty (30) days' written notice to the other party.



                                      11
<PAGE>   12

                  11.2.2   Immediately if the other party breaches any material
         term or condition of this Agreement and fails to remedy the breach
         within thirty (30) days' written notice from the non-breaching party
         (or within ten (10) days' written notice for any failure to pay).

                  11.2.3   Immediately upon written notice if the other party
         has a petition filed by or against it under any state or federal
         bankruptcy or insolvency laws (or their foreign equivalents) which
         petition has not been dismissed or set aside within sixty (60) days of
         filing.

                  11.2.4   Immediately upon written notice if the other party
         ceases to function as a going concern or to conduct operations in the
         normal course of business.

         11.3     Termination by Digital. Digital may terminate this Agreement
upon the occurrence of any of the following events:

                  11.3.1   Immediately if there is a material change in the
         management, ownership or control of Distributor.

                  11.3.2   Immediately if Distributor breaches any obligation
         set forth in Section 4.9, Section 5 or Section 8 hereof.

                  11.3.3   Upon thirty (30) days' written notice if Distributor
         fails to meet the Performance Goals for either (a) any two (2)
         Periods, or (b) on an annual basis.

         11.4     Effect of Termination for Any Reason. In the event of
termination of this Agreement for any reason:

                  11.4.1   All outstanding unpaid invoices rendered by Digital
         shall become immediately payable by the Distributor and invoices in
         respect of Products ordered prior to termination but for which an
         invoice has not been submitted shall be payable immediately upon
         submission of invoice.

                  11.4.2   The license granted pursuant to Section 2.3 and the
         right to use the Marks granted pursuant to Section 8.6.1 shall
         terminate immediately.

                  11.4.3   Digital shall be entitled (but not obligated) to
         repurchase from the Distributor all or part of any inventory of
         Products then held by the Distributor at the invoice value of such
         Products (or if cover, the value at which they stand in the books of
         the Distributor), provided that (a) Digital shall be responsible for
         arranging and for the cost of transport and insurance, and (b)
         Distributor may sell Products for which it has accepted orders from
         customers prior to the date of termination.

                  11.4.4   Distributor shall at its own expense within thirty
         (30) days send to Digital (or otherwise dispose of in accordance with
         the instructions of Digital) any (a) sample Products, (b) components
         of Products, (c) Products loaned to Distributor by Digital to assist
         with repairs, and (d) all promotion or sales material relating to the
         Products then in its possession or control.

                  11.4.5   Subject to Section 11.5, Distributor shall be
         obligated to continue providing Support Services through the end of
         all applicable Warranty Periods.

                  11.4.6   Distributor shall cease to promote, market or
         advertise the Products or to make use of the Marks.



                                      12
<PAGE>   13

                  11.4.7   Distributor shall have no claim against Digital for
         compensation for loss of distribution rights, loss of goodwill or any
         similar loss.

         11.5     Additional Effects of Termination. In the event that (a) this
Agreement is terminated by Digital as provided herein, or (b) after termination
of this Agreement for any reason, Digital determines in its sole reasonable
discretion that Distributor has failed to perform the ongoing Support Services
required by Section 11.4.5:

                  11.5.1   Distributor's role as Support Agent and all
         obligations of Distributor set forth in Section 5 hereof shall be
         terminated and Distributor shall cease all contact with End Users in
         the Territory.

                  11.5.2   Digital shall assume all service and support
         obligations for End Users in the Territory.

                  11.5.3   Distributor shall be required to make the following
         payments to Digital:

                           (A)      With respect to each Product purchased by
                  an End User that (i) is a Global Strategic Account, and (ii)
                  is the subject of a Support Agent Notice, Distributor shall
                  be required to repay to Digital that portion of the Support
                  Agent Fee equal to the percentage of time remaining in the
                  longest Warranty Period applicable to such Product.

                           (B)      With respect to each Product purchased by
                  an End User from Distributor, Distributor shall be required
                  to repay to Digital that portion of the Implied Support Agent
                  Fee equal to the percentage of time remaining in the longest
                  Warranty Period applicable to such Product. For purposes of
                  this Agreement, "Implied Support Agent Fee" shall mean an
                  amount equal to ten percent (10%) of the net invoice price.

         11.6     Survival. The following provisions of this Agreement shall
survive any termination of this Agreement: Sections 7, 8, 9, 10, 11.4, 11.5,
11.6 and 12.

12.      GENERAL.

         12.1     Entire Agreement; Amendment. This Agreement constitutes the
entire agreement between Distributor and Digital and supercedes all previous
and/or inconsistent agreements, negotiations, representations and promises,
written and oral, regarding the subject matter. Except for Digital's changes to
Exhibit A, Exhibit B, Exhibit C and Exhibit G, no modification, course of
conduct, amendment, supplement to or waiver of this Agreement or any provisions
hereof shall be binding upon the parties unless made in writing and duly signed
by both parties.

         12.2     Waiver. The failure of either party to enforce its rights
under this Agreement at any time for any period shall not be construed as a
waiver of such rights.

         12.3     Notices. Notices under this Agreement shall be sufficient
only if in writing and transmitted via facsimile (with confirmation of
receipt), personally delivered, delivered by a major commercial rapid delivery
courier service or mailed, postage or charges prepaid, by certified or
registered mail, return receipt requested to a party at the addresses set forth
below or as amended by notice pursuant to this Section 12.3. If not received
sooner, notice by mail shall be deemed received five (5) days after deposit in
the mails:

                  If to Digital:

                           Digital Lightwave, Inc.
                           15550 Lightwave Drive
                           Clearwater, FL  33760
                           Attn:  Vice President of Sales
                           Facsimile: (727) 442-6664



                                      13
<PAGE>   14

                  If to Distributor:

                           -------------------------------

                           -------------------------------
                           Attn:
                                --------------------------
                           Title:
                                 -------------------------
                           Facsimile:
                                     ---------------------

         12.4     Relationship of Parties. The parties hereto expressly
understand and agree that Distributor is an independent contractor and the
parties are not partners, joint venturers or otherwise affiliated. Digital
shall not hold itself out as a representative or agent of Digital. Neither
party has any right or authority to assume or create any obligations of any
kind or to make any representation or warranty on behalf of the other party,
whether express or implied, or to bind the other party in any respect
whatsoever. Distributor shall be solely responsible for all of its employees
and agents and its labor costs and expenses arising in connection with this
Agreement and will indemnify Digital from any and all claims, liabilities,
damages, debts, settlements, costs, attorneys' fees, expenses and liabilities
of any type whatsoever that may arise on account of the activities of
Distributor's employees or agents including without limitation, providing
unauthorized representations or warranties (or failing to effectively disclaim
all warranties and liabilities on behalf of Digital) to its customers or
breaching any term, representation or warranty of this Agreement Digital is in
no manner associated with or otherwise connected with the actual performance of
this Agreement on the part of Distributor, nor with Distributor's employment of
other persons or incurring of other expenses. Except as expressly provided
herein, Digital shall have no right to exercise any control whatsoever over the
activities or operations of Distributor.

         12.5     Headings. The sections and paragraph headings contained
herein are for the purposes of convenience only and are not intended to define
or limit the contents of said sections or paragraphs.

         12.6     Severability. Distributor and Digital intend this Agreement
to be a legally enforceable instrument. If any provision of this Agreement is
held invalid, such invalidity shall not affect other provisions, which can be
given effect without the invalid provision, and to this end the provisions of
this Agreement are declared severable.

         12.7     Assignment. This Agreement shall be binding upon Distributor,
its successors, legal representatives and assigns. Neither party may assign
this Agreement or any of its rights or licenses hereunder, or delegate any of
its obligations without the prior written consent of the other party, provided
that Digital may assign this Agreement to its affiliates without Distributor's
consent. For purposes of this definition, "affiliate" shall mean an entity
directly or indirectly controlling, controlled by or under common control with
Digital, and "control" shall mean ownership or control, directly or indirectly,
of over fifty percent (50%) of the outstanding voting shares of a party. Any
attempted assignment in violation of this Agreement shall be void and without
effect.

         12.8     Force Majeure. Neither Party shall be held liable for failure
to fulfill its obligations other than payment obligations under this Agreement,
if the failure is caused by flood, extreme weather, fire, or other natural
calamity, acts of governmental agency, verifiable industry wide shortages of
components or other causes beyond the reasonable control of such Party, and the
term for performance shall be increased to a reasonable period of time.

         12.9     Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

         12.10    Governing Law. This Agreement will be enforced and construed
in accordance with the laws of the State of Florida, excluding its conflict of
laws rules. The parties agree that any suit or proceeding arising under this
Agreement shall be instituted only in a court of law located in the State of
Florida, USA, and the parties hereby irrevocable agree and submit to the
jurisdiction and venue of any such proceeding and agree that service of process
may be effected in the same manner notice is given hereunder. In any action to
enforce this Agreement the prevailing party will be entitled to costs and
reasonable attorneys' fees. This Agreement shall not be governed by the United
Nations Convention of Contracts for the International Sale of Goods, the
application of which is hereby expressly excluded.



                                      14
<PAGE>   15

         12.11    Limitation on Actions. No suit or proceeding arising under
this Agreement, in contract, tort or otherwise, may be brought by either party
more than one (1) year after the aggrieved party has actual notice of the facts
or circumstances upon which the suit or proceeding arises.

         12.12    English Language. This Agreement is in the English language
only, which language shall be controlling in all respects, and all versions
hereof in any other language shall not be binding on the parties hereto. All
communications and notices to be made or given pursuant to this Agreement shall
be in the English language.

         IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date first above written.


DIGITAL LIGHTWAVE, INC.
                                          -------------------------------------
                                                    (Distributor Name)

By:                                       By:
   -------------------------------           ----------------------------------
         (Authorized Signature)***               (Authorized Signature)***

----------------------------------           ----------------------------------
              (Print Name)                             (Print Name)

Title:                                    Title:
      ----------------------------              -------------------------------


***  An "Authorized Signature" means the signature of a senior or executive
     officer of the company.



                                      15
<PAGE>   16


Attached Exhibits
-----------------

A        Territory, Products and Warranty Periods
B        Price List
C        Global Strategic Accounts
D        Support Agent Notice
E        Support Services
F        Performance Goals
G        Competing Products



                                      16
<PAGE>   17

                                   EXHIBIT A

                   PRODUCTS, WARRANTY PERIODS AND TERRITORY*
                   -----------------------------------------



         PRODUCT/COMPONENTS                          WARRANTY PERIOD
         ------------------                          ---------------

         NIC 10G                                         3 Years

         NIC 2.5G                                        3 Years

         NAA IV                                          1 Year

         DCA 425                                         1 Year



















TERRITORY
---------



















---------------
* Last updated by Digital on _______________ ____, 200__.


<PAGE>   18

                                   EXHIBIT B

                                  PRICE LIST*
                                  -----------









                                 SEE ATTACHED





























---------------
* Last updated by Digital on _______________ ____, 200__.


<PAGE>   19

                                   EXHIBIT C

                          GLOBAL STRATEGIC ACCOUNTS*
                          --------------------------







































---------------
* Last updated by Digital on _______________ ____, 200__.



<PAGE>   20

                                   EXHIBIT D

                            DIGITAL LIGHTWAVE, INC.

                              SERVICE AGENT NOTICE
                              --------------------



Customer Name:
              -----------------------------------
Customer Address:
                 --------------------------------
Contact Person Name and Title:
                              -------------------
Contact Person's Email Address:
                               ------------------
Contact Person's Telephone Number:
                                  ---------------

<TABLE>
<CAPTION>
---------------------------------    ------------    ---------------------------    ----------------------------------
PRODUCTS PURCHASED                   QUANTITY        SERIAL NUMBERS                 SHIPMENT DATE
<S>                                  <C>             <C>                            <C>
---------------------------------    ------------    ---------------------------    ----------------------------------

---------------------------------    ------------    ---------------------------    ----------------------------------

---------------------------------    ------------    ---------------------------    ----------------------------------

---------------------------------    ------------    ---------------------------    ----------------------------------

---------------------------------    ------------    ---------------------------    ----------------------------------

---------------------------------    ------------    ---------------------------    ----------------------------------

---------------------------------    ------------    ---------------------------    ----------------------------------

---------------------------------    ------------    ---------------------------    ----------------------------------

---------------------------------    ------------    ---------------------------    ----------------------------------

---------------------------------    ------------    ---------------------------    ----------------------------------
</TABLE>



Additional Comments:

---------------------------------

---------------------------------

---------------------------------

---------------------------------

---------------------------------




Accepted:                                 DIGITAL LIGHTWAVE, INC.

[NAME OF DISTRIBUTOR]                     By:
                                             ---------------------------------
                                          Name:
                                               -------------------------------
Name:                                     Title:
     ----------------------------               ------------------------------
Title:
      ---------------------------
Date:
     ----------------------------



<PAGE>   21

                                   EXHIBIT E

                               SUPPORT SERVICES*
                               -----------------



This exhibit may be modified in the future as the Customer Service and Support
(CSS) role changes or if CSS resources are increased to assume a greater role
requiring direct intervention with International customers.

The importance of enforcing these requirements cannot be over emphasized due to
the consistent level of service our customers have become accustomed to.

o    Distributor must provide Tier I technical support resources and technical
     Subject Matter Expertise (SME) to their customers prior to any technical
     escalation to Digital, This support should be 7 day by 24 hour support.
     Customer Service and Support Organization, specifically the Customer
     Technical Support (CTS) group. All incidents that do adhere to the
     International service and support requirements will be judged as
     legitimate escalations and managed accordingly with the highest level of
     professionalism.

o    Hardcopy technical assistance material includes the utilization of
     CSS-Technical Support Bulletins (TSB) and Product User or Operations
     Manuals that is provided by Digital-R&D. TSBs are published by CTS on a
     regular basis to provide technical assistance for both internal and
     external personnel. Product User and Operations Manuals are updated with
     subsequent revision levels when product features are enhanced or
     corrective text is required. (TSBs contain highly proprietary data and
     will only be distributed to International distributors that have attained
     full non-disclosure status with Digital.)

o    Electronic technical assistance records includes all TSB and Applications
     Notes (Apps Note), Frequently Asked Questions (FAQs) and other data that
     is depicted in electronic form in the CSS section of Digital Web page.
     This data will be updated as necessary on a regular basis by the CTS group
     at no cost. (APPS NOTES DO NOT CONTAIN PROPRIETARY DATE AND CAN BE FREELY
     DISTRIBUTED TO ANY ORGANIZATIONS OR PERSONNEL THAT HAVE NOT ATTAINED FULL
     NON-DISCLOSURE STATUS WITH DIGL WITHOUT EXPOSING ANY TECHNOLOGY OR COMPANY
     SENSITIVE DATA.)


International Distributors Technical Escalation  -  Any incident that meets the
requirements depicted on page one of this document will be declared a
legitimate technical assistance incident









---------------
* Last updated by Digital on _______________ ____, 200__.


<PAGE>   22

                                   EXHIBIT F

                              PERFORMANCE GOALS*
                              ------------------



-------------    ------------------------------------    ----------------------
Period 1

-------------    ------------------------------------    ----------------------
Period 2

-------------    ------------------------------------    ----------------------
Period 3

-------------    ------------------------------------    ----------------------
Period 4

-------------    ------------------------------------    ----------------------
Period 5

-------------    ------------------------------------    ----------------------
Total

-------------    ------------------------------------    ----------------------














---------------
* Last updated by Digital on _______________ ____, 200__.



<PAGE>   23


                                   EXHIBIT G

                              COMPETING PRODUCTS*
                              -------------------

<TABLE>
<S>                                      <C>                                    <C>

TEKTRONIX:
--------------------------------------   ------------------------------------   --------------------------------------
OTS 9010                                 OTS 9100                               CTS 710
--------------------------------------   ------------------------------------   --------------------------------------
CTS 850                                  SJ 300 E                               ST 112
--------------------------------------   ------------------------------------   --------------------------------------
ST 2400A                                 OTS9000
--------------------------------------   ------------------------------------   --------------------------------------


OPTRAN TECHNOLOGIES
--------------------------------------   ------------------------------------   --------------------------------------
BRM 16                                   BRM 64                                 TRANSEXPERT
--------------------------------------   ------------------------------------   --------------------------------------


ACTERNA
--------------------------------------   ------------------------------------   --------------------------------------
ANT 5                                    TPI 750                                TBERD 224
--------------------------------------   ------------------------------------   --------------------------------------
ANT 10GIG                                TBERD 2310                             TBERD 307
--------------------------------------   ------------------------------------   --------------------------------------
ANT 20                                   TBERD 310                              2230
--------------------------------------   ------------------------------------   --------------------------------------
ANT 20 SE                                2209                                   CENTEST BTS
--------------------------------------   ------------------------------------   --------------------------------------
CENTEST REMOTE DS3, DS1 DS0              NETANALYST SOFTWARE SOFTWARE           OLS-155 OPTICAL SPECTRUM ANALYZER
--------------------------------------   ------------------------------------   --------------------------------------


SPIRENT
--------------------------------------   ------------------------------------   --------------------------------------
ADTECH AX/4000 BROADBAND TEST SYSTEM     HEKIMIAN REACT 2001                    HEKIMIAN 6700 DIGITAL REMOTE TEST UNIT
--------------------------------------   ------------------------------------   --------------------------------------
HEKIMIAN 6760 DRTU
--------------------------------------   ------------------------------------   --------------------------------------


GNUBI
--------------------------------------   ------------------------------------   --------------------------------------
EPX16 SYSTEM                             EPX16 SONET                            EPX16 SDH
--------------------------------------   ------------------------------------   --------------------------------------


EXFO
--------------------------------------   ------------------------------------   --------------------------------------
FTB-300 UNIVERSAL TEST SYSTEM            FTB-5240 OPTICAL SPECTRUM ANALYZER
--------------------------------------   ------------------------------------   --------------------------------------


ICT ELECTRONICS
--------------------------------------   ------------------------------------   --------------------------------------
VICTORIA
--------------------------------------   ------------------------------------   --------------------------------------


ANRITSU
--------------------------------------   ------------------------------------   --------------------------------------
MP 1570 A
--------------------------------------   ------------------------------------   --------------------------------------


INNOCOR
--------------------------------------   ------------------------------------   --------------------------------------
SONET MASTER
--------------------------------------   ------------------------------------   --------------------------------------


AVANTAS
--------------------------------------   ------------------------------------   --------------------------------------
STG
--------------------------------------   ------------------------------------   --------------------------------------


SUNRISE
--------------------------------------   ------------------------------------   --------------------------------------
SUNSET OCX                               SUNSET PDH                             SUNSET SDH
--------------------------------------   ------------------------------------   --------------------------------------


AGILENT
--------------------------------------   ------------------------------------   --------------------------------------
37718 A                                  37718 B                                37718 C
--------------------------------------   ------------------------------------   --------------------------------------
156 MTS
--------------------------------------   ------------------------------------   --------------------------------------
</TABLE>


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* Last updated by Digital on _______________ ____, 200__.