1
                                                                   EXHIBIT 10.29

April 9, 1999



Leigh S. Belden
President and CEO
Verilink Corporation
145 Baytech Drive
San Jose, CA  95134


Dear Leigh:


Leigh S. Belden April 9, 1999 Page 2 This letter shall set forth the terms and
conditions of your retirement as an active employee of Verilink Corporation.
Those terms and conditions are:

1.    You shall receive a lump sum payment in an amount equal to two years'
      current salary, less applicable withholdings.

2.    You shall receive the sum of $95,000, which approximates twice the average
      annual amount paid to you for your automobile allowance and reimbursement
      of auto, legal, financial planning, health club and fitness expenses. You
      acknowledge that Verilink intends to terminate any automobile insurance
      covering your automobiles and that you will be responsible for obtaining
      your own automobile insurance coverage.

3.    You shall receive the sum of $90,000, which is intended to reimburse you
      for the cost of office space, furnishings and equipment, and
      administrative assistance for a period of two years.

4.    Verilink shall maintain for you and your family until you reach the age of
      65 health, dental and vision insurance comparable to that provided to
      Verilink's officers. Verilink shall pay the cost of such insurance for two
      years. Thereafter, you shall reimburse Verilink for such costs; provided,
      however, that your responsibility shall not exceed the amount of the
      average premium paid by Verilink for its officers. In addition, consistent
      with existing practice, Verilink will pay unreimbursed medical costs for
      you and your family for a period of two years.

   2
Leigh S. Belden
April 9, 1999
Page 2


5.    Verilink shall pay the reasonable and necessary expenses incurred by you
      in connection with TIA and EIA activities, including, but not limited to,
      first class air travel for you and your spouse.

6.    Upon termination of your employment, you shall be entitled to retain your
      cellular telephone, two computers, Palm Pilot, miscellaneous equipment and
      office furniture currently used by you.

7.    You will be granted a nonqualified stock option to acquire 15,625 shares
      of Verilink common stock at a price equal to the fair market value of such
      stock on the date of grant.

8.    The payments described in paragraphs 1, 2 and 3 shall be made to you on or
      before April 13, 1999.

9.    You shall continue to serve as a member of Verilink's Board of Directors.
      Upon your retirement, you shall be granted a non-employee director stock
      option pursuant to Verilink's 1993 Amended and Restated Stock Option Plan.

Please indicate your agreement with the foregoing by signing and returning this
letter.


Very truly yours,

VERILINK CORPORATION


/s/ HOWARD ORINGER

Howard Oringer
Chairman of the Board



Agreed:

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

Date:  4-13-99                      
     ----------------------