EXHIBIT 10.31


                     AMENDED AND RESTATED PROMISSORY NOTE

$391,361.63                                                April 12, 2002



          FOR  VALUE  RECEIVED, James Green, an individual ("Borrower"), hereby
promises  to pay to the  order  of  DIGITAL  LIGHTWAVE,  INC.  ("Lender"),  the
principal sum  of Three Hundred Ninety One Thousand Three Hundred Sixty One and
63/100 Dollars ($391,361.63),  together  with any accrued interest thereon.  As
of the date hereof, Borrower acknowledges  and agrees that he has received from
Lender  an  advance in the principal amount of  Two  Hundred  Thousand  Dollars
($200,000.00)  pursuant  to  that  certain  Promissory Note, dated February 13,
2001, executed by Borrower in favor of Lender  (the "Original Note").  Borrower
also  acknowledges  and agrees that, as of the date  hereof,  interest  in  the
amount  of  Sixteen  Thousand  Three  Hundred  Sixty  One  and  63/100  Dollars
($16,361.63) has accrued on and has been capitalized to the amounts outstanding
under the Original Note.

         Interest, at  a  rate  per  annum  equal  to  8.0%, on the outstanding
principal  amount  of this Amended and Restated Promissory  Note  (the  "Note")
shall be capitalized and added to the outstanding principal amount of this Note
each calendar month. All computations of interest shall be made on the basis of
a year of 365 or 366  days,  as  the case may be, for the actual number of days
(including the first day but excluding  the  last  day) occurring in the period
for which such interest is payable.

          The full amount of unpaid principal and interest  hereunder  (or  any
portion thereof)   shall  be payable on demand by Lender or, if earlier, on the
date of termination of Borrower's  employment  with Lender (whether voluntarily
by  Borrower or upon Lender's termination of such  employment  for  any  reason
whatsoever).   All  payments on account of principal and interest shall be made
in lawful money of the  United  States  of  America  at  15550 Lightwave Drive,
Clearwater,  Florida 33760, or at such other place as Lender  hereof  may  from
time to time designate in writing to the Borrower.

         All obligations  under  this  Note are secured by, and Borrower hereby
pledges and assigns to Lender to secure  such  obligations,  all  of Borrower's
right, title and interest now or hereafter arising in and to (i) all  shares of
the capital stock of Lender from time to time held by Borrower at any time  and
from  time  to time (the "Stock Collateral"),  (ii) all cash bonus amounts from
time to time  payable  by  Lender  to  Borrower  in  connection with Borrower's
employment with Lender (such amounts, the "Bonus Receivables")  and  (iii)  the
property  owned by Borrower located at 2985 Kensington Terrace, Tarpon Springs,
Florida (the  "Premises",  and together with the Stock Collateral and the Bonus
Receivables, collectively, the "Collateral").

         Until the payment in  full  of  all  amounts  owed  under  this  Note,
Borrower  agrees to deliver or cause to be delivered to Lender all certificates
evidencing  any  of  the  Stock  Collateral,  to  be held by Lender in order to
perfect  the  security  interest  for the Stock Collateral  granted  hereunder.
Borrower also authorizes Lender to  retain  possession,  upon  issuance  of any
capital  stock  for Borrower's benefit, of all certificates evidencing any such
stock, for the further purpose of effecting perfection of the security interest
granted hereunder.

         Borrower  agrees  from  time  to  time to execute and deliver all such
documents  and  to take all such actions as Lender  may  request  in  order  to
perfect or protect  Lender's  security  interest  provided  for  herein,  or to
facilitate  Lender's  exercise of its rights and remedies hereunder, including,
but not limited to (i)  executing  a deed of trust, mortgage, or other document
requested  by Lender to record the lien  on  the  Premises  granted  to  Lender
hereunder  and   (ii)  depositing  all  Bonus  Receivables  with  a  depositary
institution that has  executed  a  three  party  account control agreement with
Borrower  and  Lender,  in  form  and  substance satisfactory  to  Lender.   In
furtherance of the foregoing, Borrower hereby  authorizes  Lender  to  file UCC
financing statements, naming Borrower as debtor and Lender as secured party, in
such  jurisdictions  as  Lender determines reasonably necessary to perfect  the
liens granted hereunder.

         One hundred percent  (100%) of the proceeds of any sale by Borrower of
any of the Stock Collateral, shall be applied upon such sale towards prepayment
of the outstanding principal amount of the Note, together with accrued interest
on the amount of principal so repaid.   Upon  payment  by Lender at any time of
any Bonus Receivable, one hundred  percent (100%) of any  such payment shall be
applied  towards prepayment of the outstanding principal amount  of  the  Note,
together with accrued interest on the amount of principal so repaid.

         Borrower  agrees  that  upon  any  default  of  Borrower's obligations
hereunder, Lender shall be entitled to set-off payment of  any Bonus Receivable
due  Borrower by Lender against any outstanding obligations of  Borrower  under
the  Note.  Borrower  further  agrees  that  upon  any  default  of  Borrower's
obligations hereunder, Lender shall be entitled to exercise with respect of any
of the  Collateral pledged hereunder all rights of a secured creditor under the
Uniform Commercial  Code, as in effect in the state of Florida (or in the event
the laws of the state  of  Florida  do  not apply, as in effect in any relevant
jurisdiction)  and  all  such  rights  as Lender  shall  otherwise  have  under
applicable law.

         Borrower agrees, subject only to  any limitation imposed by applicable
law, to pay all expenses, including, without  limitation, reasonable attorneys'
fees  and  legal expenses incurred by Lender of this  Note  in  endeavoring  to
collect any  amounts  payable hereunder which are not paid when due, whether by
declaration or otherwise.  This  Note  shall  be  governed by and construed and
enforced in accordance with the laws of the State of Florida.

         Subject  to  applicable  law,  the Borrower hereby  expressly  waives
presentment, demand for payment, dishonor,  notice of dishonor, protest, notice
of protest, and any other formality in connection  with  the  collection of any
amounts payable hereunder.

         This Note amends and restates in its entirety, but without  novation,
the Original Note.



                                                                    JAMES GREEN

                                                                /s/ JAMES GREEN
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