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                                                                   EXHIBIT 10.1


January 8, 2002



Dear Leigh:


I am pleased to extend to you an offer of employment for the position of
President and CEO of Verilink Corporation. The terms and conditions of your
employment will be as follows:

1.       Your employment will commence on January 8, 2002. You will report to
         Verilink's Board of Directors.

2.       Your base compensation will initially be $12,692.30, paid bi-weekly in
         accordance with standard Verilink policy (annualized salary of
         $330,000). Any increase in salary is at the sole discretion of the
         Board of Directors. Any additional payments to you under profit
         sharing or incentive compensation plans will be made at the sole
         discretion of the Board of Directors. Any such additional payments
         will be applied to your loans from Verilink until the loans are paid
         in full.

3.       You will receive such benefits as are granted to other executive
         officers of Verilink. Verilink will provide you and your family with
         temporary local housing at a reasonable cost to Verilink, subject to
         the review and approval by the Board of Directors. In addition,
         Verilink shall reimburse you for your reasonable moving costs and
         travel associated with you and your family's move, subject to the
         review and approval of the Board of Directors. Verilink will provide
         you with medical, dental and vision insurance plans on the same basis
         as the same are made available to other executive officers.

4.       Contingent upon your acceptance of this offer of employment, and
         subject to the Board of Directors' approval, Verilink will grant you a
         Non-Qualified Stock Option which gives you the right to purchase,
         under terms stated in a Stock Option Agreement, 800,000 shares of
         Verilink Common Stock at the fair market value as determined by the
         Board of Directors on the date of the grant. The Non-Qualified Stock
         Option will be immediately exercisable, but will be subject to a
         repurchase right that will lapse in increments over 4 years at the
         rate of 2.08% (1/48th) at the end of each month, assuming continuous
         employment. Should Verilink consummate a transaction resulting in a
         Change of Control (as defined by the standard form of change of
         control agreement currently used by Verilink), all remaining
         repurchase rights subject to the Non-Qualified Stock Option shall
         expire at the conclusion of such a Change of Control transaction. You
         shall have 12 months from the date of one of the following applicable
         events to exercise the Non-Qualified Stock Option resulting from
         either: 1) your leaving Verilink's employ, or 2) the closing of a
         transaction resulting in a Change of Control (but only if the
         Non-Qualified Stock Option is assumed by the acquiror and not
         otherwise terminated, along with all other outstanding options, in
         connection with the Change of Control). The Non-Qualified Stock Option
         shall be subject to all other terms of Verilink's 1993 Stock Option
         Plan.


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January 8, 2002
Page 2


5.       Should you be involuntarily terminated by Verilink, other than for
         Cause or due to a disability, whether or not a Change of Control has
         occurred, you will receive as liquidated damages a severance amount
         (payable in a lump sum or substantially equal monthly installments, as
         determined by Verilink in its sole discretion) equal to the number of
         months you have been employed since January 2002 to a maximum of 12
         months salary (the "Severance Amount"), plus applicable medical and
         dental benefits. Any portion of the Severance Amount that becomes due
         under this agreement will be first applied by Verilink to any
         outstanding indebtedness under your loans from Verilink with the
         balance, if any, paid directly to you. For purposes of this agreement,
         the term "Cause" means any act or failure to act involving dishonesty
         towards Verilink; unethical business practices; embezzlement or
         misappropriation of corporate funds, property or proprietary
         information; unreasonable and willful refusal to perform the duties
         required by Verilink; willful breach of this agreement or habitual
         neglect of duties and responsibilities, other than due to illness or
         disability; aiding and abetting a competitor; or participation in any
         fraud or any criminal activities.

6.       Verilink and Belden agree to complete mutually acceptable loan and
         security documentation as soon as is practicable prior to February 6,
         2002 to reflect that (1) principal and interest on Belden's
         outstanding loans from Verilink currently due March 31, 2002 will be
         due and payable in one installment on March 31, 2003, with interest
         accruing at the stated rate until paid; (2) a total of 891,280 shares
         of Verilink's common stock are pledged to secure the outstanding loans
         with the remaining shares held by Belden, Beltech, Inc. and by Deborah
         Tinker Belden as Trustees U/A 12/9/88 subject to a "negative pledge"
         such that the proceeds of the sale of any such shares would be
         automatically applied to repayment of the loans; and (3) Verilink and
         Belden will cooperate to facilitate the use of Verilink stock to pay
         or fund the payment of outstanding loans, subject to applicable law.

7.       Subject to any severance benefits described in this agreement, your
         employment with Verilink is voluntarily entered into and is for no
         specific period. As a result, you are free to resign at any time, for
         any reason or for no reason. Similarly, Verilink is free to conclude
         its at-will employment relationship with you at any time, with or
         without cause.

8.       This offer of employment is contingent upon the completion of
         customary documentation to the satisfaction of Verilink's Human
         Resource Department.

9.       You shall continue to serve as a member of Verilink's Board of
         Directors. Your non-employee director's stock options shall remain
         outstanding and continue to vest and will be exercisable, to the
         extent vested, so long as you remain a member of the Board of
         Directors. Your non-employee director's fees and eligibility for
         future option awards as a non-employee director will cease upon your
         taking office as CEO as contemplated by this Agreement.


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January 8, 2002
Page 3


10.      This agreement shall not affect Verilink's obligation, effective upon
         your again leaving Verilink's employ, to maintain the insurance
         specified in Item #4 of the retirement agreement between Verilink and
         you, dated April 9, 1999.

11.      This agreement may not be modified or amended except by an instrument
         in writing, signed by Verilink and by you.

This offer remains effective until January 11, 2002. Please acknowledge your
acceptance by signing this agreement and returning it to me at your earliest
convenience.


Sincerely,

VERILINK CORPORATION

/s/ Howard Oringer
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Howard Oringer
Chairman of the Board


I accept the foregoing offer:


/s/ Leigh S. Belden
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Leigh S. Belden

Date:             01/08/2002
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