AutoCoded Document




     Exhibit
10.1



     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


		
	$900,000.00	 	November 24, 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 Nine Hundred Thousand Dollars  ($900,000.00). 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 Fourth 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 




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such Note (in
the  case of mutilation), the  Company will make and deliver in lieu of such Note a  new
Note of like tenor.



     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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