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                                                                   Exhibit 10.14

                             SECURED PROMISSORY NOTE

          $257,000.00                                                  Westford,
                                                                   Massachusetts
                                                                November 4, 1998

      FOR VALUE RECEIVED, Hassan Ahmed (the "Maker"), promises to pay to Sonus
Networks, Inc. (the "Company"), or order, at the offices of the Company or at
such other place as the holder of this Note may designate, on or before the
Maturity Date (as defined below), the principal sum of $257,000.00. Interest
shall accrue on the outstanding principal amount from the date hereof through
and including the date on which such principal amount is paid in full, computed
on the basis of a year of 365 or 366 days, as the case may be, at a simple rate
per annum of 8%, and payable on the maturity hereof.

      The "Maturity Date" shall be the earlier of (a) five (5) years from the
date hereof, and (b) 180 days after the date on which a portion of the
Collateral (as defined below) is eligible for sale to the public under the
Securities Act of 1933, as amended, free of any restrictions on transfer under
securities laws or agreements between the Maker and the Company or any of the
Company's underwriters.

      Payment of this Note is secured by a security interest in certain property
of the Maker (the "Collateral") pursuant to a pledge agreement of even date
herewith between the Maker and the Company (the "Pledge Agreement").

      This Note shall become immediately due and payable upon demand by the
Company to the Maker upon the occurrence at any time of any Event of Default
under and as defined in the Pledge Agreement.

      Upon the occurrence of an Event of Default, the holder shall have then, or
at any time thereafter, all of the rights and remedies afforded under the Pledge
Agreement and by the Uniform Commercial Code as from time to time in effect in
the Commonwealth of Massachusetts or afforded by other applicable law.

      Notwithstanding anything herein to the contrary, in the event the Company
exercises its repurchase rights with respect to the Collateral pursuant to the
terms of that certain Stock Repurchase Agreement, dated as of the date hereof
between the Company and the Maker, then the Company shall set off any amounts
due from Maker to the Company hereunder against any amounts payable by the
Company to the Maker as a result of the repurchase of the Collateral.

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                                      -2-


      In no event shall any interest charged, collected or reserved under this
Note exceed the maximum rate then permitted by applicable law and if any such
payment is paid by the Maker, then such excess sum shall be credited by the
holder as a payment of principal.

      All payments by the Maker under this Note shall be made without set-off or
counterclaim and be free and clear and without any deduction or withholding for
any taxes or fees of any nature whatever, unless the obligation to make such
deduction or withholding is imposed by law.

      Whenever any amount is paid under this Note, all or part of the amount
paid may be applied to principal, premium or interest in such order and manner
as shall be determined by the holder in its discretion.

      Recourse with respect to principal amounts owing hereunder shall be
limited to the Collateral as described in the Pledge Agreement. Notwithstanding
the forgoing, no reference to the Pledge Agreement or to any guaranty shall
impair the obligation of Maker to make payments of interest hereunder when due,
such obligations to be absolute, unconditional and not limited in recourse with
respect to such payments.

      This Note may be prepaid in whole or in part at any time or from time to
time in the sole discretion of the Maker. Any such prepayment shall be without
premium or penalty. In the event the Company exercises its repurchase option
pursuant to a Stock Repurchase Agreement with the Maker, the repurchased price
for such shares is payable first by set off of all or a portion of the Note.

      None of the terms or provisions of this Note may be excluded, modified or
amended except by a written instrument duly executed on behalf of the holder
expressly referring to this Note and setting forth the provision so excluded,
modified or amended.

      All rights and obligations hereunder shall be governed by the laws of the
Commonwealth of Massachusetts and this Note is executed as an instrument under
seal.


                                          /s/ Hassan Ahmed
                                          -------------------
                                            Hassan Ahmed


IN THE PRESENCE OF:


/s/ [ILLEGIBLE]
-----------------------

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                                PLEDGE AGREEMENT

This is a pledge agreement made as of the 4th day of November, 1998, between
Hassan Ahmed ("Pledgor"), and Sonus Networks, Inc., a Delaware corporation with
its principal office at 5 Carlisle Road, Westford, MA 01886 ("Pledgee").

      1. Pledge of Collateral. In order to secure the due and punctual payment
and performance of the Obligations (as defined below), Pledgor hereby pledges,
assigns and grants to Pledgee a continuing security interest and lien on
1,028,000 shares of Common Stock of the Pledgee ("Common Stock") held by the
Pledgor and all income therefrom, increases therein and proceeds thereof, the
certificates for which Pledgor has delivered to Pledgee together with a stock
transfer power executed in blank (the "Collateral").

      2. Obligations Secured. The security interest in the Collateral granted
hereby secures payment and performance of those obligations described in that
certain promissory note from Pledgor to Pledgee of even date herewith in the
principal amount of $257,000.00 (the "Note"), together with all interest and
other amounts from time to time payable thereunder, with respect to such debt
(the "Obligations").

      3. Pledgee's Rights and Duties with Respect to the Collateral. Pledgee's
only duty with respect to the Collateral shall be to exercise reasonable care to
secure the safe custody thereof. Pledgee shall have the right but not the
obligation to (a) demand, sue for, receive and collect all money or money
damages payable on account of any Collateral, (b) protect, preserve or assert
any other rights of Pledgor or take any other action with respect to the
Collateral, and (c) pay any taxes, liens, assessments, insurance premiums or
other charges pertaining to the Collateral. Pledgee shall be relieved of all
responsibility for the Collateral upon surrendering it to Pledgor.

      4. Pledgor's Warranties and Indemnity. Pledgor represents, warrants and
covenants (a) that it is and will be the lawful owner of the Collateral, (b)
that the Collateral is and will remain free and clear of all liens, encumbrances
and security interests other than the security interest granted by Pledgor
hereunder, and (c) that Pledgor has the sole right and lawful authority to
pledge the Collateral and otherwise to comply with the provisions hereof.

      5. Covenants of Pledgor. The Pledgor shall not sell, assign or otherwise
transfer any of his right, title or interest in or to any of the Collateral
without the prior written consent of the Company, except for (a) the pledge of
the Collateral to the Company pursuant hereto, (b) transfers of the Collateral
to the Company pursuant to the Stock Repurchase Agreement, dated as of the date
hereof (the "Stock Repurchase Agreement"), between the Pledgor and the Pledgee,
and (c) transfers of the Collateral pursuant to Section 5 of the Stock
Repurchase Agreement, provided that (i) any transfer of Collateral pursuant to
clause (c) above shall be subject to the Company's continuing security interest
and lien on such Collateral hereunder and (ii) any transferee of Collateral
transferred pursuant to clause (c) above shall have executed and delivered to
the Company a written acknowledgement in form and substance reasonably
satisfactory to the Company to the effect that the transfer of such Collateral
is subject to the Company's continuing security interest in and lien on such
Collateral hereunder.
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      6. Voting of Collateral. While Pledgor is not in default hereunder,
Pledgee shall have none of the rights conferred upon stockholders of the Common
Stock of the Pledgor, except as otherwise provided herein.

      7. Dividends and Other Distributions. While Pledgor is not in default
hereunder, Pledgor may receive cash dividends and other distributions payable
with respect to the Collateral. While Pledgor is in default hereunder, the
Pledgee shall be entitled to receive cash dividends and other distributions with
respect to the Collateral, to be held by Pledgee as additional Collateral
hereunder.

      8. Pledgor's Default. Pledgor shall be in default hereunder upon the
occurrence of any of the following events (each, an "Event of Default"):

            (a) If Pledgor fails to pay or perform any of the Obligations when
such payment or performance is due;

            (b) If any lien, encumbrance or adverse claim of any nature
whatsoever is asserted with respect to any Collateral or if Pledgor attempts to
transfer the Collateral in contravention of the terms hereof; provided, however,
that the occurrence of an event described in this Section 8(b) shall not
constitute an Event of Default if it relates to the Pledgor's sale of the
Collateral on margin for the purpose of satisfying outstanding Obligations;

            (c) If the liquidation, termination of existence, dissolution,
insolvency or business failure of the Pledgor occurs, or if a receiver or
custodian for the Pledgor or any part of its property is appointed if such
appointment is not terminated or dismissed within thirty (30) days;

            (d) If any proceedings under the United States Bankruptcy Code or
any other federal or state bankruptcy, reorganization, receivership, insolvency
or other similar law affecting the rights of creditors generally, which
proceeding is not dismissed within thirty (30) days of filing, are instituted
against the Pledgor; or

            (e) If any proceedings under the United States Bankruptcy Code or
any other federal or state bankruptcy, reorganization, receivership, insolvency
or other similar law affecting the rights of creditors generally are instituted
by the Pledgor or if the Pledgor makes a composition or an assignment or trust
mortgage for the benefit of creditors.

      9. Pledgee's Rights upon Default. Upon the occurrence and during the
continuance of an Event of Default, the Pledgee shall thereafter have the
following rights and remedies (to the extent permitted by applicable law) in
addition to the rights and remedies of a secured party under the Uniform
Commercial Code of Massachusetts, all such rights and remedies being cumulative,
not exclusive, and enforceable alternatively, successively or concurrently:

            (i) If the Pledgee so elects and gives written notice of such
election to the Pledgor, the Pledgee may vote any or all of the Collateral
possessing voting rights (whether or not the same shall have been transferred
into its name or the name of its nominee or

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nominees) and give all consents, waivers and ratifications in respect of the
Collateral and otherwise act with respect thereto as though it were the outright
owner thereof, the Pledgor hereby irrevocably constituting and appointing the
Pledgee the proxy and attorney-in-fact of the Pledgor, with full power of
substitution, to do so;

            (ii) The Pledgee may demand, sue for, collect or make any compromise
or settlement in respect of any Collateral held by it hereunder that it deems
suitable;

            (iii) Other than an Event of Default under Sections 8 (c) (d) and
(e), in which case 30 days written notice shall apply, in all other cases of
default, after one hundred eighty (180) days' written notice to the Pledgor, the
Pledgee may sell, resell, assign and deliver, or otherwise dispose of any or all
of the Collateral, for cash and/or credit and upon such terms at such place or
places and at such time or times and to such persons, firms, companies or
corporations as the Pledgee shall approve, all without demand for performance by
the Pledgor or advertisement or any further notice whatsoever except such as may
be required by law; and

            (iv) Other than an Event of Default under Sections 8 (c) (d) and
(e), in which case 30 days written notice shall apply, in all other cases of
default, after one hundred eighty (180) days' written notice to the Pledgor, the
Pledgee may at any time, at its option, cause all or any part of the Collateral
held by it to be transferred into its name or the name of its nominee or
nominees, receive any income thereon and hold such income as additional
collateral or apply it to the obligations hereunder.

            Notwithstanding anything herein to the contrary, if an Event of
Default (other than an Event of Default under Sections 8 (c) (d) and (e), in
which case no notice shall apply), shall occur, then after one hundred eighty
(180) days' written notice to the Pledgor (the "Notice Period") the Pledgee may
declare all of the unpaid principal and interest under the Note to be
immediately due and payable, all in accordance with the terms of the Note.
During the Notice Period, the Pledgor may cure any such default.

      10. Application of Collateral. In the event of a sale of the Collateral,
the proceeds of the sale shall first be applied to satisfy outstanding
Obligations, in the order in which Pledgor elects in its sole discretion; and,
second, the surplus (if any) shall be paid to Pledgor. In the event the Pledgee
takes title to the Collateral in accordance with the terms hereof, the Pledgee
shall issue the Pledgor a certificate representing shares of Common Stock equal
in value to the excess of (a) the fair market value of the Collateral (as
determined by the Board of Directors of the Pledgee) over (b) the amount of
outstanding Obligations as of the date Pledgee takes title.

      11. Termination. This Agreement shall terminate in its entirety upon full
payment of the Obligations to Pledgee, and Pledgee shall return any remaining
Collateral to Pledgor within three (3) business days after such termination.

      12. Notices. All notices made or required to be made hereunder shall be
sent by United States certified or registered mail, with postage prepaid, or
delivered by telecopy or by hand to Pledgee or to Pledgor at the addresses first
above written. Notice by mail shall be deemed to have been made on the date when
the Notice is deposited in the mail.

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      13. Heirs, Successors. Etc. This Pledge Agreement and all of its terms and
provisions shall benefit and bind the heirs, successors, assigns, transferees,
executors and administrators of each of the parties hereto.

      14. Pledgee's Forbearance. Any forbearance, failure to delay by Pledgee in
exercising any right, power or remedy hereunder shall not be deemed a waiver of
such right, power or remedy.

      EXECUTED under seal as of the date first above written.

PLEDGOR:                      PLEDGEE:

                              SONUS NETWORKS, INC.


/s/ Hassan Ahmed              By: /s/ [ILLEGIBLE]
--------------------             ----------------------
Hassan Ahmed                  Title: CFO