Digital Lightwave, Inc. 15550 Lightwave Drive Clearwater, FL 33760 ###-###-#### December 30, 2003

MUTUAL RELEASE AND WAIVER: Each party hereto, for itself and each and all of its respective subsidiaries, affiliates, successors, and assigns, hereby unconditionally and absolutely releases and discharges the other, and each and all of their respective affiliates, successors, assigns, present and former representatives, agents, employees, attorneys, shareholders, officers, and directors of and from any and all claims, demands, debts, payments, liabilities, accounts, reckonings, obligations, costs, expenses, liens, actions, and causes of action, of every kind and nature whatsoever arising directly or indirectly out of all of the transactions that gave rise to the Settlement Offer, including without limitation any claims arising out of the APA, the Facility Lease or the Manufacturing Services Agreement (co llectively, "Claims") existing as of the date hereof (hereinafter collectively referred to as the "Released Matters"). The release set forth in this Section 1 shall be effective as a full and final accord and satisfaction and general release of and from all Released Matters. Each party expressly represents to the other that this Agreement and the releases contained in this Section 1 have been freely and voluntarily entered into by it after careful review and consultation with its counsel.

Entire Agreement: This Agreement and the Settlement Offer contain the entire Agreement of the parties with respect to these matters (and solely with respect to these matters) and may not be modified in any way except by writing executed by the authorized representatives of each of the parties hereto.

Authorization: The individual signatories to this Agreement represent that they have been duly authorized to execute this Agreement on behalf of the parties they purport to represent herein.

Execution in Counterparts: This Agreement may be executed in any number of counterparts and by the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered (including by facsimile transmission), shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same agreement.

Binding Agreement: This Agreement will bind and inure to the benefit of each of the party’s respective predecessors, successors, trustees, receivers, guardians, executors, administrators, heirs, distributees, partners, directors, officers, employees, shareholders, agents, beneficiaries and assignees whether so expressed or not. The provisions of Sections 1 of this Agreement shall, subject to the terms and provisions of this Agreement, also inure to the benefit of the persons and parties released therein who are not signatories to this Agreement.

Governing Law: Except to the extent that federal law should provide otherwise, the terms, conditions and provisions of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida, without giving consideration to such state’s conflict of law provisions.

DLI has failed to pay rent on the Facility since February 1, 2003. DLI is also obligated for future rent on the Facility until expiration of the lease in 2007. The amount due Tektronix under the Facility lease is $4,438,939, offset by the amount of $1,710,799 which Tektronix expects to collect under a sublease of the Facility. Therefore, the balance due Tektronix is $2,728,140.

DLI has failed to pay amounts due Tektronix under the Manufacturing and Services Agreement. The amount due is $334,467, less an offset of $72,727. Balance due is $261,740.

DLI has left certain furniture and fixtures in the Facility and DLI has transferred ownership of these items to Tektronix in connection with DLI’s default under the Facility lease.

DLI has filed a notice with the escrow agent claiming that DLI is entitled to the $1 million held in escrow. Tektronix contests and objects to the DLI claims.

DLI has purchased certain equipment from Tektronix pursuant to the APA that Tektronix has not yet delivered to DLI.

On or before December 30, 2003, DLI will notify the escrow agent that DLI revokes its claim notice and authorizes the escrow agent to release the full amount of the escrow to Tektronix.

On or before December 30, 2003, DLI will pay Tektronix $100,000 in cash by wire transfer.

On or before December 30, 2003, DLI will deliver a bill of sale transferring the furniture and fixtures that it left when it vacated the Facility to Tektronix free and clear of all liens and encumbrances.

Simultaneously with the above actions, the parties will execute and deliver to each other a full release of claims in a form to be agreed that will cover all claims of the parties under the APA, the Facility lease, and the Manufacturing Services Agreement and any other claims that may currently exist between the parties.

The Manufacturing and Services Agreement will be terminated as the same date as the above actions.

As soon as possible after the execution of this settlement offer, Tektronix will deliver to DLI at its headquarters in Clearwater, Florida, all and any of the Purchased Assets (as defined in the APA) that it may have in its possession free and clear of all liens and encumbrances.