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                                                                   EXHIBIT 10.24

                                PROMISSORY NOTE

                                                        Dated: September 1, 1998

     FOR VALUE RECEIVED, the undersigned hereby promises to pay to Verilink 
Corporation ("Verilink") at San Jose, California, the principal amounts of the 
advances set forth on Schedule I, plus interest thereon at the rate of six 
percent (6%) per annum, compounded monthly, commencing on the dates that the 
advances were made to the undersigned, as set forth on Schedule I. Advances 
hereunder shall not exceed the principal sum of $1,000,000.

     All principal and accrued interest due under this note shall be paid on or 
before December 31, 1998. Principal and interest are payable in lawful money of 
the United States.

     Each payment shall be credited first to the interest and the remainder to 
principal, and interest shall thereupon cease upon principal so credited.

     This Note may be prepaid at anytime, in whole or in part, without premium 
or penalty.

     If action should be instituted on this Note, the undersigned agrees to pay 
the holder, in addition to such amounts owed pursuant to this Note, all costs 
of collection, including a reasonable sum of attorneys' fees.

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



                                                            [SIG]
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