AutoCoded Document




     Exhibit
10.5



     THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. 




SECURED
PROMISSORY NOTE


		
	$480,000.00	 	December 12, 2003
Clearwater, Florida




     For
value received, Digital Lightwave, Inc., a Delaware corporation (the
“Company”), promises to pay to Optel Capital, LLC (the
“Holder”), the principal sum of Four Hundred Eighty Thousand
Dollars ($480,000.00). Interest shall accrue from the date of this Note on the
unpaid principal amount at a rate equal to 10.0% per annum, compounded annually.
 This Note is subject to the following terms and conditions. 



     1.    
Maturity.    Principal and any accrued but unpaid interest under this
Note shall be due and payable upon demand by the Holder at any time after July
31, 2004 (the “Maturity Date”). Notwithstanding the
foregoing, the entire unpaid principal sum of this Note, together with accrued
and unpaid interest thereon, shall become immediately due and payable
immediately prior to the earlier to occur of (a) a Change of Control (as defined
below), (b) the insolvency of the Company, (c) the commission of any act of
bankruptcy by the Company, (d) the execution by the Company of a general
assignment for the benefit of creditors, (e) the filing by or against the
Company of a petition in bankruptcy or any petition for relief under the federal
bankruptcy act or the continuation of such petition without dismissal for a
period of 90 days or more, or (f) the appointment of a receiver or trustee to
take possession of the property or assets of the Company. For purposes of this
Note a “Change of Control” shall mean a sale of all or substantially
all of the Company’s assets, or any merger or consolidation of the Company
with or into another corporation; other than a merger or consolidation in which
the holders of more than 50% of the shares of capital stock of the Company
outstanding immediately prior to such transaction continue to hold (either by
the voting securities remaining outstanding or by their being converted into
voting securities of the surviving entity) more than 50% of the total voting
power represented by the voting securities of the Company, or such surviving
entity, outstanding immediately after such transaction. 



     2.    
Payment; Prepayment.    All payments shall be made in lawful money of
the United States of America at such place as the Holder hereof may from time to
time designate in writing to the Company. Payment shall be credited first to the
accrued interest then due and payable and the remainder applied to principal.
Prepayment of this Note may be made at any time without penalty. 















     3.    
Transfer; Successors and Assigns.    The terms and conditions of this
Note shall inure to the benefit of and be binding upon the respective successors
and assigns of the parties. This Note may be transferred only upon surrender of
the original Note for registration of transfer, duly endorsed, or accompanied by
a duly executed written instrument of transfer in form satisfactory to the
Company. Thereupon, a new note for the same principal amount and interest will
be issued to, and registered in the name of, the transferee. Interest and
principal are payable only to the registered holder of this Note. 



     4.    
Governing Law.    This Note and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of Florida,
without giving effect to principles of conflicts of law. 



     5.    
Notices.    Any notice required or permitted by this Agreement shall
be in writing and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile, or
48 hours after being deposited in the U.S. mail as certified or registered mail
with postage prepaid, if such notice is addressed to the party to be notified at
such party’s address or facsimile number as set forth below or as
subsequently modified by written notice. 



     6.    
Amendments and Waivers.    Any term of this Note may be amended only
with the written consent of the Company and the Holder. Any amendment or
waiver effected in accordance with this Section 6 shall be binding upon the
Company, each Holder and each transferee of any Note. 



     7.    
Officers and Directors Not Liable.    In no event shall any, officer
or director of the Company be liable for any amounts due or payable pursuant to
this Note. 



     8.    
Security Interest.    This Note is secured by all of the
assets of the Company in accordance with the Sixth Amended and Restated Security
Agreement among the Company, the Holder and Optel, LLC dated as of the date
hereof (the “Security Agreement”). In case of an Event of
Default (as defined in the Security Agreement), the Holder shall have the rights
set forth in the Security Agreement. 



     9.    
Counterparts.    This Note may be executed in any number of
counterparts, each of which will be deemed to be an original and all of which
together will constitute a single agreement. 



    10.    
Action to Collect on Note.    If action is instituted to
collect on this Note, the Company promises to pay all costs and expenses,
including reasonable attorney’s fees, incurred in connection with such
action. 



    11.    
Loss of Note.    Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this Note or
any Note exchanged for it, and indemnity satisfactory to the Company (in case of
loss, theft or destruction) or surrender and cancellation of such Note (in the
case of mutilation), the Company will make and deliver in lieu of such Note a
new Note of like tenor. 





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     This
Note was entered into as of the date set forth above. 


			
	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 	 	 	 	 
	 	 	DIGITAL LIGHTWAVE, INC.	 
	 	 	 	 	 
	 	 	By:	/s/ James R. Green
	 	 
	 	 	Name:	 James R. Green
	 	 
	 	 	Title:	CEO
	 	 





AGREED TO
AND ACCEPTED:



OPTEL
CAPITAL, LLC


		
	By:	 	/s/ Chris Phillips
	 
	Name:	 	Chris Phillips
	 
	 	 	(print)	 
	Title:	 	CFO
	 






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