**EXHIBIT 10.27**

**PROMISSORY NOTE**

For value received on January 1, 2000, Enrique P.   Fiallo (hereinafter "Executive") promises to pay to the order   of **Cabletron Systems, Inc**., or any of its subsidiaries (hereinafter   "Company" or "Cabletron"), the principal sum of $125,000   Dollars (the "Loan Amount"). The outstanding principal amount of   this Note shall be payable at 35 Industrial Way, Rochester New Hampshire,   03866, on the earlier of: (i) two years from the above stated date; and (ii)   as described in the following sentence. Upon any sale by the Executive of   any shares of Cabletron common stock within two years following the date of   this Promissory Note, the Executive shall repay Cabletron an amount equal to   the net proceeds of the sale (after tax) or the total remaining unpaid   principal (taking into account any forgiveness that has occurred pursuant to   the following paragraph), whichever is less.

Upon completion one year of continuous employment by   the Executive from the date of this Promissory Note, Cabletron shall forgive   the lesser of (i) 25 percent of the Loan Amount; and (ii) the remaining   unpaid principal. Upon completion of two years of continuous employment by   the Executive from the date of this Promissory Note, Cabletron shall forgive   the lesser of (i) 75 percent of the Loan Amount; and (ii) the remaining   unpaid principal. Any amount of this Note forgiven by the Company will be   reported to the Executive as taxable wages.

In the event: (i) the Executive's employment with   Cabletron is terminated by the Company without cause, or (ii) the death of   the Executive, the entire remaining unpaid principal shall be forgiven.   "Cause" shall mean a criminal felony, crimes of moral turpitude,   deliberate harm of Cabletron, including fraud or embezzlement, and gross and   repeated failure (after written notice) to perform Executive's   duties.

To secure Executive's prompt, punctual and faithful   performance of each of Executive's obligations under this Note, Executive   hereby assigns to Cabletron all rights of Executive to property, monies and   credits for which Cabletron is obligated to Executive, and which is in the   possession of Cabletron or any affiliate or subsidiary at the time of   default by Executive under this Note and at any time after such default,   which property, monies and credits shall include, without limitations,   salary, bonuses, vacation pay, and insurance proceeds. The term   "Collateral" shall refer to all interest of Executive assigned to   Cabletron pursuant to this paragraph.

In the event of a default by Executive under this Note,   Cabletron shall be permitted to apply the Collateral toward the Executive's   liabilities under this Note, and Executive hereby waives notice of   nonpayment, demand, presentment, protest and all forms of demand and notice.   The Executive shall remain liable to Cabletron for any deficiency remaining   following such applications

This Note shall be in default upon the occurrence of   any of the following:

- Executive fails to pay all principal owed under this   Note when due, and such failure continues uncured for fifteen (15)   days.
- The Executive shall (i) admit in writing his inability   to pay his debts generally as they become due, (ii) file a petition to   answer seeking reorganization or arrangement of the federal bankruptcy laws   or any other applicable law or statute of the United States of America or   any state thereof, or any other jurisdiction, (iii) make an assignment or   other arrangement for the benefit of his creditors generally, (iv) consent   to the appointment of a receiver of himself, or (v) have an order for relief   in bankruptcy entered against or with respect to him, provided such order   shall not be vacated, set aside or stayed within thirty (30) days after the   date of entry thereof. 

If this Note is in default, the entire outstanding   principal balance on this Note shall become immediately due and payable,   without further notice. Should any part of the principal amount be collected   after default by law or through an attorney-at-law, the Company shall be   entitled to collect from the Executive, in addition to the default amount,   all attorney fees, together with all other costs of collection.

All rights, powers, and remedies provided for herein   are cumulative and nonexclusive. The failure or delay of the holder to   exercise a right, power, or remedy hereunder shall not operate as a waiver   thereof of the same or any other right, power, or remedy on any future   occasion.

This Note, and all rights, powers, remedies and   obligations arising from this Note, shall be construed according to and   governed by the laws of the State of New Hampshire.

IN WITNESS WHEREOF, the Executive has hereunto set his   hand and seal effective the date first above written

**Executive****Cabletron Systems, Inc.**/s/Enrique P. Fiallo/s/Piyush PatelEnrique P. FialloPiyush Patel CEO and President____________________________________________DateDate