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                                PROMISSORY NOTE

                                                                   EXHIBIT 10.19

$800,000.00                                                    February 10, 1998
                                                            San Jose, California

     FOR VALUE RECEIVED, the undersigned hereby promises to pay to Verilink 
Corporation ("Verilink"), at San Jose, California, the principal sum of Eight 
Hundred Thousand Dollars ($800,000), plus interest thereon at a rate of five 
percent (5%) per annum from September 16, 1993, payable at maturity. Principal 
and accrued interest shall be paid in full on or before September 16, 1999. 
This Promissory Note supersedes the Promissory Note in like amount executed by 
the undersigned on September 16, 1993.

     Upon the occurrence of any such of the following events, the undersigned 
shall be deemed to be in default hereunder (a "Default"):

     (a)  commencement of any bankruptcy, insolvency arrangement, 
reorganization or other debtor-relief proceedings by or against the 
undersigned; or

     (b)  failure of the undersigned to pay principal hereunder when due.

     Upon a default, Verilink may, at its election and without demand or notice 
of any kind, which are hereby waived, declare the unpaid principal and accrued 
interest due under this Promissory Note immediately due and payable, proceed to 
collect the same, and exercise any and all other rights, powers and remedies 
given it by this Promissory Note or by law.

     The undersigned's obligations under this Promissory Note shall be secured 
by a pledge by the undersigned of 130,398 shares of Verilink common stock held 
by Leigh S. Belden and Deborah Tinker Belden, Trustees U/A Dated December 9, 
1988. In the event of any default hereunder, Verilink's remedies shall be 
limited to those of a secured party under the California Commercial Code; 
provided, however, that this Promissory Note shall be recourse to the 
undersigned only with respect to the pledged shares and the undersigned shall 
have no personal liability under this Promissory Note.

     In the event of any proceeding to enforce the undersigned's obligations 
hereunder, the prevailing party shall be entitled to recover attorney's fees 
and costs.

     This Promissory Note shall be governed by the laws of the State of 
California.



                              /s/ LEIGH S. BELDEN
                              ----------------------------
                              Leigh S. Belden