1

                                                                   Exhibit 10.20

                                PROMISSORY NOTE

- --------------------------------------------------------------------------------
Borrower:  Stephen M. Tennis                       Lender:  Verilink Corporation
           199 Hillside Avenue                              145 Baytech Drive
           Menlo Park, CA 94025                             San Jose, CA 95134
- --------------------------------------------------------------------------------


Principal Amount: $50,000.00   Interest Rate: 7.5%   Date of Note: June 30, 1994


FOR VALUE RECEIVED, Stephen M. Tennis ("Borrower") promises to pay Verilink 
Corporation ("Verilink"), or order, in lawful money of the United States of 
America, the principal amount of Fifty Thousand Dollars and No Cents 
($50,000.00) or so much as may be outstanding, together with interest on the 
unpaid outstanding principal balance from the above date until repayment of the 
principal and interest.

Payment is due in full on demand of Verilink. In addition to payment of 
principal, Borrower also agrees to pay interest on the aggregate unpaid 
principal at a rate equal to Seven and One-Half Percent (7.5%) per annum. 
Borrower may prepay all or any part of the amount due hereunder without penalty.

If any costs, expenses, and attorney's fees are paid or incurred, or adjudged 
by a court in any action to enforce payment of this Note or any part of it, 
then the prevailing party shall recover from the other party such costs, 
expenses and attorney's fees.

Borrower waives presentment, demand, protest, notice of protest, notice of 
dishonor, notice on nonpayment, any and all other notices and demands in 
connection with the delivery, acceptance, performance, default or enforcement 
of this Note.

This Note shall be deemed to be made under and shall be construed in accordance 
with, and governed by, the laws of the State of California.


                              Borrower:


                              /s/ STEPHEN M. TENNIS
                              ---------------------------------
                              Stephen M. Tennis