EXHIBIT 3.02
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                            DIGITAL LIGHTWAVE, INC.
                  (Originally incorporated on January 3, 1996)

       FIRST:     The name of the Corporation is Digital Lightwave, Inc.

       SECOND:    The  address  of  the registered office of the Corporation in
the State of Delaware is Corporation  Trust  Center, 1209 Orange Street, in the
city of Wilmington, County of New Castle.  The  name of its registered agent at
that address is The Corporation Trust Company.

       THIRD:     The purpose of the Corporation is to engage in any lawful act
or  activity  for  which  corporations  may  be  organized  under  the  General
Corporation Law of Delaware.

       FOURTH:

       (a)   General.  The aggregate number of shares  which the Corporation is
authorized to issue is 220,000,000 shares, of which 20,000,000  shall be shares
of  Preferred  Stock,  par  value $.0001 per share (the "Preferred Stock")  and
200,000,000 shall be shares of  Common  Stock,  par value $.0001 per share (the
"Common Stock").

       (b)   Preferred Stock.  The Board of Directors is authorized, subject to
limitations prescribed by law and the provisions  of  this  Article  Fourth, to
provide for the issuance of the shares of the Preferred Stock in series, and by
filing  a  certificate pursuant to the applicable law of the State of Delaware,
to establish from time to time the number of shares to be included in each such
series, and  to  fix  the  designation,  powers,  preferences and rights of the
shares of each such series and the qualifications,  limitations or restrictions
thereof.

       The authority of the Board of Directors with respect  to  each series of
the Preferred Stock shall include, but not be limited to, determination  of the
following:

             (i)    The  number  of  shares  constituting  that  series and the
       distinctive designation of that series;

             (ii)   The  dividend  rate  on the shares of that series,  whether
       dividends shall be cumulative, and, if so, from which date or dates, and
       the relative rights of priority, if  any,  of  payment  of  dividends on
       shares of that series;

             (iii)  Whether  that series shall have voting rights, in  addition
       to the voting rights provided  by  law,  and,  if  so, the terms of such
       voting rights;

             (iv)   Whether that series shall have conversion  privileges, and,
       if so, the terms and conditions of such conversion, including  provision
       for  adjustment  of  the conversion rate in such events as the Board  of
       Directors shall determine;

             (v)    Whether  or   not  the  shares  of  that  series  shall  be
       redeemable, and, if so, the  terms  and  conditions  of such redemption,
       including  the  date  or  dates  upon  or  after  which  they  shall  be
       redeemable,  and  the  amount  per  share payable in case of redemption,
       which  amount  may  vary under different  conditions  and  at  different
       redemption dates;

             (vi)   Whether  that  series  shall  have  a  sinking fund for the
       redemption or purchase of shares of that series, and,  if  so, the terms
       and amount of such sinking fund;

             (vii)  The  rights  of the shares of that series in the  event  of
       voluntary or involuntary liquidation,  dissolution  or winding up of the
       Corporation, and the relative rights of priority, if  any, of payment of
       shares of that series; and
             (viii) Any other relative rights, preferences and  limitations  of
             that series.

       (c)   Common  Stock.   Each share of Common Stock issued and outstanding
shall have one vote upon matters submitted to the common stock stockholders for
a vote.

       FIFTH: The Board of Directors  shall  have the power to adopt, amend and
repeal  the  Bylaws of the Corporation (except so far  as  the  Bylaws  of  the
Corporation adopted  by  the stockholders shall otherwise provide).  Any Bylaws
adopted by the directors under  the  powers  conferred hereby may be amended or
repealed by the Board of Directors or the stockholders.

       SIXTH: Except as otherwise required  by law and subject to the rights of
the  holders of the  Preferred  Stock, special  meetings  of stockholders of
the  Corporation  may  be  called  only  by  the  Chairman  of  the  Board of
Directors,  the  Board  of  Directors  pursuant  to  a resolution approved by a
majority of the whole Board of Directors or by the holders  of  a  majority  of
outstanding shares of Common Stock.

       SEVENTH:

       (a)   The  business  and affairs of the Corporation shall be managed by
the Board of Directors of the Corporation.

       (b)   Except as otherwise  provided  for  or  fixed  by  or pursuant to
the provisions of Article Fourth hereof relating to the rights of the holders
of Preferred Stock to elect directors under specified circumstances, the number
of the directors of Corporation shall be fixed from time to time by or pursuant
to the Bylaws of the Corporation. The directors shall be elected each year at
the annual meeting of stockholders of the Corporation, except as provided for
in the Certificate of Incorporation of the Corporation  or  the  Bylaws  of the
Corporation, and each director shall serve until his successor shall be elected
and  qualified  or until the director's earlier death, resignation, removal  or
disqualification.

       (c)   Advance  notice  of  stockholder  nominations  for the election of
directors  shall  be  given  in  the  manner  provided  in  the Bylaws  of  the
Corporation.   Election of directors need not be by written ballot  unless  the
Bylaws of the Corporation shall so provide.

       (d)   Except  as  otherwise  provided for or fixed by or pursuant to the
provisions of Article Fourth hereof relating  to  the  rights of the holders of
Preferred Stock to elect directors under specified circumstances, newly created
directorships resulting from any increase in the number  of  directors  and any
vacancies  on  the  Board  of  Directors  resulting  from  death,  resignation,
disqualification,  removal  or  other  cause shall be filled by the affirmative
vote of a majority of the remaining directors  then in office, even though less
than  a  quorum  of  the  Board of Directors.  No decrease  in  the  number  of
directors constituting the  Board  of  Directors  shall shorten the term of any
incumbent director.

       (e)   Subject to the rights of any Preferred  Stock  to  elect directors
under specified circumstances, any director may be removed from office  with or
without  cause  by  the  affirmative  vote  of the holders of a majority of the
voting power of all shares to Corporation entitled  to  vote  generally  in the
election of directors, voting together as a single class.

       (f)   To the fullest extent permitted by the General Corporation Law  of
the  State  of  Delaware, a director of the Corporation shall not be personally
liable to the Corporation  or  its stockholders for monetary damages for breach
of fiduciary duty as a director.   Any repeal or modification of this paragraph
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of  the Corporation with respect to any act or
omission occurring prior to the time of such repeal or modification.

       EIGHTH:      [Reserved]

       NINTH:       Subject  to  the  other   terms   of  this  Certificate  of
Incorporation, the Corporation reserves the right to amend,  alter,  change  or
repeal  any  provision  contained  in this Certificate of Incorporation, in the
manner  now  or  hereafter  prescribed  by  statute  and  this  Certificate  of
Incorporation,  and all rights conferred on  stockholders  herein  are  granted
subject to this reservation.

       TENTH:       The name and address of the sole incorporator is as
                 follows:

                    Bryan J. Zwan
                    601 Cleveland Street, Fifth Floor
                    Clearwater, Florida  34615

       ELEVENTH:    The period of duration of the Corporation is perpetual.

       TWELFTH:     The number of the members of the initial Board of Directors
is one (1), and the  name  and  address  of  the person to serve as the initial
director of the Corporation until his successors are duly elected and qualified
as provided in the Corporation's Bylaws is:

                    Bryan J. Zwan
                    601 Cleveland Street, Fifth Floor
                    Clearwater, Florida  34615

       IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation, which restates and  integrates and further amends
the  provisions  of the Certificate of Incorporation  of  the  Corporation,  as
amended to date, and  which  has  been  duly  adopted  in  accordance  with the
provisions of Sections 242 and 245 of the Delaware General Corporation Law,  to
be signed by its duly authorized officer this 21st day of June, 2002.



                                              DIGITAL LIGHTWAVE, INC.


                                        By:
                                        Name:
                                        Title: