Exhibit 10.1

                                    FORM OF
                              AMENDMENT AGREEMENT

        AMENDMENT AGREEMENT (this "Amendment"), dated as of October 31, 2005, by
and among  Verilink  Corporation,  a  Delaware  corporation,  with  headquarters
located at 11551 E. Arapahoe Rd.,  Suite 150,  Centennial,  Colorado  80112 (the
"Company") and  ___________________________________  , a __________ company (the
"Investor").


        WHEREAS:

        A. The  Company,  the  Investor and the other  investors  party  thereto
entered into that certain Securities Purchase  Agreement,  dated as of March 20,
2005 (the  "Securities  Purchase  Agreement"),  pursuant  to which,  among other
things, the Investor purchased from the Company (i) a Senior Secured Convertible
Note (the "Note"),  which is  convertible  into shares of the  Company's  common
stock,  par value $0.01 per share (the "Common  Stock"),  in accordance with the
terms thereof,  (ii) a warrant to acquire additional shares of Common Stock (the
"Warrant")  and (iii) a right  (the  "Additional  Investment  Right") to acquire
additional notes in substantially  the form attached to the Securities  Purchase
Agreement as Exhibit D (the "Additional Notes").

        B. The  Company  and the  Investor  desire to enter into this  Amendment
pursuant to which, among other things, the Securities  Purchase  Agreement,  the
Note, the Warrant,  the  Additional  Investment  Right and the Additional  Notes
shall be amended to revise certain terms and conditions set forth therein.

        C. Capitalized  terms used herein and not otherwise defined herein shall
have  the  respective  meanings  ascribed  to  them in the  Securities  Purchase
Agreement,  the  Note,  the  Warrant,  the  Additional  Investment  Right or the
Additional Notes, as applicable.

        NOW,  THEREFORE,  in  consideration  of the  foregoing  recitals and the
mutual  promises  hereinafter  set forth,  the Company and the Investors  hereby
agree as follows:

        1.      AMENDMENT TO SECURITIES PURCHASE AGREEMENT.
                ------------------------------------------

                (a)     References to "Stockholder  Meeting Deadline" in Section
4(r) of the Securities  Purchase  Agreement shall  hereinafter mean December 16,
2005.

                (b)     Section  4(t) of the  Securities  Purchase  Agreement is
hereby deleted in its entirety.

        2.      AMENDMENTS TO NOTE.
                ------------------

                (a)     Section  4(a)(vi)  of the  Note is  hereby  amended  and
restated to read in its entirety as follows:

                        "(vi) (A) any payment  default or other  default  occurs
        under any  Indebtedness  (as defined in Section  3(s) of the  Securities
        Purchase  Agreement)  of the  Company  or any  of its  Subsidiaries  (as
        defined in Section 3(a) of the  Securities  Purchase  Agreement)  (other
        than  the  Alabama  Mortgage  and  the  XEL



<PAGE>

        Notes) that results in a redemption of or acceleration prior to maturity
        of  $250,000  or more of such  Indebtedness  in the  aggregate,  (B) any
        payment default or other default occurs under the XEL Notes that results
        in a  redemption  of or  acceleration  of such notes,  (C) any  material
        default  occurs under any  Indebtedness  of the Company  (other than the
        Alabama Mortgage and the XEL Notes) or any of its Subsidiaries having an
        aggregate  outstanding  balance in excess of $250,000  and such  default
        continues  uncured for more than ten (10) Business Days,  other than, in
        each case (A) and (C) above,  a default with respect to any Other Notes,
        or (D) any "event of default" occurs under the Alabama Mortgage;"

                (b)     Section 13(a) of the Note is hereby amended and restated
to read in its entirety as follows:

                        "(a) Mechanics. The Company shall deliver the applicable
        Event of Default Redemption Price to the Holder within five (5) Business
        Days  after the  Company's  receipt  of the  Holder's  Event of  Default
        Redemption  Notice.  If the  Holder  has  submitted  a Change of Control
        Redemption  Notice in accordance  with Section  5(b),  the Company shall
        deliver the applicable Change of Control  Redemption Price to the Holder
        by the later of (i)  consummation  of the Change of Control or (ii) five
        (5)  Business  Days  after the  Company's  receipt of such  notice.  The
        Company  shall deliver the  applicable  Company  Installment  Redemption
        Price  to  the  Holder  on  the  applicable  Installment  Date  and  the
        applicable  Asset Sale Redemption  Price to the Holder on the applicable
        Asset Sale  Redemption  Date.  In the event of a redemption of less than
        all of the  Conversion  Amount of this Note,  the Company shall promptly
        cause to be issued and delivered to the Holder a new Note (in accordance
        with Section 19(d)) representing the outstanding Principal which has not
        been redeemed. In the event that the Company does not pay the applicable
        Redemption Price to the Holder within the time period  required,  at any
        time thereafter and until the Company pays such unpaid  Redemption Price
        in full,  the Holder shall have the option,  in lieu of  redemption,  to
        require the Company to promptly  return to the Holder all or any portion
        of this Note  representing the Conversion  Amount that was submitted for
        redemption  or  required  to be  redeemed  and for which the  applicable
        Redemption  Price (together with any Late Charges  thereon) has not been
        paid.  Upon the  Company's  receipt of such notice,  (x) any  applicable
        Redemption Notice shall be null and void with respect to such Conversion
        Amount,  (y) the Company shall immediately  return this Note, or issue a
        new Note (in accordance  with Section 19(d)) to the Holder  representing
        such Conversion Amount and (z) the Conversion Price of this Note or such
        new Notes shall be adjusted to the lesser of (A) the Conversion Price as
        in effect on the date on which the  Redemption  Notice or the Asset Sale
        Redemption,  as  applicable,  is voided and (B) the lowest  Closing  Bid
        Price of the Common Stock during the period  beginning on and  including
        the date on which the  Redemption  Notice is delivered to the Company or
        the Asset Sale  Redemption  is required  pursuant to Section  15(e),  as
        applicable, and ending on and including the date on which the Redemption
        Notice or the Asset Sale  Redemption,  as  applicable,  is  voided.  The
        Holder's  delivery of a notice voiding a Redemption Notice or Asset Sale
        Redemption,  as  applicable,  and exercise of its



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<PAGE>


        rights following such notice shall not affect the Company's  obligations
        to make any  payments of Late Charges  which have  accrued  prior to the
        date of such notice with  respect to the  Conversion  Amount  subject to
        such notice."

                (c)     Section 15(d) of the Note is hereby amended and restated
to read in its entirety as follows:


                "Restricted  Payments.  The Company  shall not,  and the Company
        shall not permit any of its  Subsidiaries  to,  directly or  indirectly,
        redeem, defease,  repurchase,  repay or make any payments in respect of,
        by the payment of cash or cash equivalents (in whole or in part, whether
        by way of open market purchases,  tender offers, private transactions or
        otherwise), all or any portion of any Permitted Indebtedness (other than
        the Alabama  Mortgage) whether by way of payment in respect of principal
        of (or premium,  if any) or interest on such Indebtedness if at the time
        such payment is due or is otherwise made or, after giving effect to such
        payment,  an event  constituting,  or that with the  passage of time and
        without being cured would  constitute,  an Event of Default has occurred
        and is continuing;  provided,  that,  notwithstanding the foregoing,  no
        principal (or any portion thereof) (i) of any Subordinated  Indebtedness
        may  be  paid  (whether  upon  maturity,  redemption,   acceleration  or
        otherwise) so long as this Note is outstanding and (ii) of the XEL Notes
        may  be  paid  (whether  upon  maturity,   redemption   acceleration  or
        otherwise) unless one (1) of the following  conditions has been met: (A)
        the Required  Holders have given consent prior to the making of any such
        payment,  (B) the  Required  Holders  have  given  prior  consent  to an
        amendment  of the XEL Notes that allows such  payment,  (C) the Net Cash
        Balance (as hereinafter defined) following any such payment exceeds 100%
        of the aggregate principal amount outstanding under the Notes or (D) the
        Closing Sale Price of the Common Stock exceeds $1.50 for any twenty (20)
        consecutive Trading Days out of the thirty (30) Trading Days immediately
        preceding the date of such payment and the Registration  Statement filed
        pursuant to the  Registration  Rights  Agreement  shall be effective and
        available for the resale of all Registrable Securities.  For purposes of
        this  Section  15(d),  "Net  Cash  Balance"  means,  at  any  date,  the
        difference  between  aggregate  amount of all cash and cash  equivalents
        (not including  restricted  cash) and short term investments as would be
        shown or reflected on the  Company's  balance sheet as at such date if a
        balance  sheet were prepared at such date,  minus (ii) any  Indebtedness
        other than under this Note, the Other Notes,  or Permitted  Indebtedness
        on such date."

                (d)     A new Section  15(e) is hereby added to the Note reading
as follows:

                "Alabama Building.  Upon any sale, transfer or other disposition
        (an "Asset Sale  Transaction") of the Company's real property located in
        Alabama and subject to the Alabama  Mortgage (the  "Alabama  Building"),
        the Company shall use 50% of the Net Proceeds (as  hereinafter  defined)
        (the "Net Proceeds Amount") of any such Asset Sale Transaction to redeem
        the Notes (the "Asset Sale Redemption").  The Company shall,  within ten
        (10) Business  Days



                                       3
<PAGE>

        of the  consummation  of any Asset Sale  Transaction  (the  "Asset  Sale
        Redemption  Date")  deliver to the Holder in cash an amount equal to the
        Holder's  pro rata share of the Net  Proceeds  Amount  (the  "Asset Sale
        Redemption  Price" and,  for  purposes  of Section  13, also  Redemption
        Price).  In connection  with the closing of any Asset Sale  Transaction,
        the Holder shall take and shall cause the  Collateral  Agent to take any
        actions as may be required by the Security Documents in order to release
        and  discharge  the  security  interests  in and  Liens  on the  Alabama
        Building   granted  for  the  benefit  of  the  holders  of  the  Notes.
        Redemptions  required by this Section  15(e) shall be made in accordance
        with the  provisions of Section 13. For purposes of this Section  15(e),
        "Net Proceeds"  means the gross  proceeds  delivered to the Company upon
        any sale,  transfer or disposition of the Alabama  Building as reflected
        in the closing statement relating to such sale, transfer or disposition,
        excluding  any amounts (i)  required to be paid  pursuant to the Alabama
        Mortgage,  (ii) escrowed for payment of improvements  and repairs to the
        Alabama  Building in  connection  with the Asset Sale  Transaction,  and
        (iii) commissions and other costs of sale."

                (e)     Section  29(qq)  of  the  Note  is  hereby  amended  and
restated to read in its entirety as follows:

                        "(qq)   "Target  Working   Capital"  means,  (i)  as  of
        September  30, 2005,  $6,500,000  and (ii) for any date  thereafter,  an
        amount equal to the sum of (A) $6,800,000  plus (B) 80% of the aggregate
        principal amount of any Notes purchased  pursuant to the exercise of any
        Additional  Investment  Rights  minus (C) 80% of any Notes  redeemed  or
        converted  as of such date other than any amounts  redeemed or converted
        prior to the date of this Amendment."

        3.      AMENDMENT TO WARRANT.
                --------------------

        Section  1(b) of the Warrant is hereby  amended and  restated to read in
its entirety as follows:

                "Exercise Price. For purposes of this Warrant,  "Exercise Price"
        means $0.93, subject to adjustment as provided herein."

        4.      AMENDMENT TO ADDITIONAL INVESTMENT RIGHT.
                ----------------------------------------

        The first sentence of Section 1(a) of the Additional Investment Right is
hereby amended and restated to read in its entirety as follows:

                "Subject  to the terms and  conditions  hereof,  this AIR may be
        exercised  by the  Holder  hereof on any day  beginning  on or after the
        Effective Date (as defined in the Registration  Rights Agreement) of the
        Initial  Registration  Statement (as defined in the Registration  Rights
        Agreement)  and ending on and including  June 29, 2006 (the  "Expiration
        Date"), in whole or in part, by (i) delivery of a written notice, in the
        form  attached  hereto as  Exhibit A (the  "Exercise  Notice"),  of such
        Holder's  election to exercise  this AIR and (ii) payment to the Company
        of an



                                       4
<PAGE>

        amount equal to $1.00 for each $1.00 of principal  amount of  Additional
        Notes as to which this AIR is being exercised (the "Exercise  Price") in
        cash or wire transfer of immediately available funds."

        5.      AMENDMENT TO ADDITIONAL NOTE.
                ----------------------------

                (a)     Section  3(b)(ii)  of  the  Additional  Note  is  hereby
amended and restated to read in its entirety as follows:

                ""Conversion Price" means, as of any Conversion Date (as defined
        below) or other date of determination,  $1.00,  subject to adjustment as
        provided herein."

                (b)     Section  4(a)(vi)  of  the  Additional  Note  is  hereby
amended and restated to read in its entirety as follows:

                        "(vi) (A) any payment  default or other  default  occurs
        under any  Indebtedness  (as defined in Section  3(s) of the  Securities
        Purchase  Agreement)  of the  Company  or any  of its  Subsidiaries  (as
        defined in Section 3(a) of the  Securities  Purchase  Agreement)  (other
        than  the  Alabama  Mortgage  and  the  XEL  Notes)  that  results  in a
        redemption of or  acceleration  prior to maturity of $250,000 or more of
        such  Indebtedness  in the aggregate,  (B) any payment  default or other
        default  occurs under the XEL Notes that  results in a redemption  of or
        acceleration  of such notes,  (C) any material  default occurs under any
        Indebtedness of the Company (other than the Alabama Mortgage and the XEL
        Notes)  or any of  its  Subsidiaries  having  an  aggregate  outstanding
        balance in excess of $250,000  and such  default  continues  uncured for
        more than ten (10) Business  Days,  other than, in each case (A) and (C)
        above,  a default with respect to any Other Notes,  or (D) any "event of
        default" occurs under the Alabama Mortgage;"

                (c)     Section 13(a) of the  Additional  Note is hereby amended
and restated to read in its entirety as follows:

                        "(a) Mechanics. The Company shall deliver the applicable
        Event of Default Redemption Price to the Holder within five (5) Business
        Days  after the  Company's  receipt  of the  Holder's  Event of  Default
        Redemption  Notice.  If the  Holder  has  submitted  a Change of Control
        Redemption  Notice in accordance  with Section  5(b),  the Company shall
        deliver the applicable Change of Control  Redemption Price to the Holder
        by the later of (i)  consummation  of the Change of Control or (ii) five
        (5)  Business  Days  after the  Company's  receipt of such  notice.  The
        Company  shall deliver the  applicable  Company  Installment  Redemption
        Price  to  the  Holder  on  the  applicable  Installment  Date  and  the
        applicable  Asset Sale Redemption  Price to the Holder on the applicable
        Asset Sale  Redemption  Date.  In the event



                                       5
<PAGE>

        of a redemption of less than all of the Conversion  Amount of this Note,
        the  Company  shall  promptly  cause to be issued and  delivered  to the
        Holder a new Note (in accordance  with Section 19(d))  representing  the
        outstanding Principal which has not been redeemed. In the event that the
        Company  does not pay the  applicable  Redemption  Price  to the  Holder
        within the time period  required,  at any time  thereafter and until the
        Company pays such unpaid Redemption Price in full, the Holder shall have
        the option,  in lieu of  redemption,  to require the Company to promptly
        return to the Holder all or any  portion of this Note  representing  the
        Conversion  Amount that was submitted  for  redemption or required to be
        redeemed and for which the applicable  Redemption  Price  (together with
        any Late Charges thereon) has not been paid. Upon the Company's  receipt
        of such notice,  (x) any applicable  Redemption Notice shall be null and
        void with  respect to such  Conversion  Amount,  (y) the  Company  shall
        immediately  return this Note, or issue a new Note (in  accordance  with
        Section 19(d)) to the Holder representing such Conversion Amount and (z)
        the Conversion Price of this Note or such new Notes shall be adjusted to
        the lesser of (A) the Conversion Price as in effect on the date on which
        the Redemption  Notice or the Asset Sale Redemption,  as applicable,  is
        voided and (B) the lowest  Closing Bid Price of the Common  Stock during
        the period  beginning on and including the date on which the  Redemption
        Notice is  delivered  to the  Company  or the Asset Sale  Redemption  is
        required  pursuant to Section 15(e),  as  applicable,  and ending on and
        including  the date on which the  Redemption  Notice  or the Asset  Sale
        Redemption,  as applicable, is voided. The Holder's delivery of a notice
        voiding a Redemption Notice or Asset Sale Redemption, as applicable, and
        exercise  of its  rights  following  such  notice  shall not  affect the
        Company's  obligations  to make any payments of Late Charges  which have
        accrued prior to the date of such notice with respect to the  Conversion
        Amount subject to such notice."

                (d)     Section 15(d) of the  Additional  Note is hereby amended
and restated to read in its entirety as follows:

                "Restricted  Payments.  The Company  shall not,  and the Company
        shall not permit any of its  Subsidiaries  to,  directly or  indirectly,
        redeem, defease,  repurchase,  repay or make any payments in respect of,
        by the payment of cash or cash equivalents (in whole or in part, whether
        by way of open market purchases,  tender offers, private transactions or
        otherwise), all or any portion of any Permitted Indebtedness (other than
        the Alabama  Mortgage) whether by way of payment in respect of principal
        of (or premium,  if any) or interest on such Indebtedness if at the time
        such payment is due or is otherwise made or, after giving effect to such
        payment,  an event  constituting,  or that with the  passage of time and
        without being cured would  constitute,  an Event of Default has occurred
        and is continuing;  provided,  that,  notwithstanding the foregoing,  no
        principal (or any portion thereof) (i) of any Subordinated  Indebtedness
        may  be  paid  (whether  upon  maturity,  redemption,   acceleration  or
        otherwise) so long as this Note is outstanding and (ii) of the XEL Notes
        may  be  paid  (whether  upon  maturity,   redemption   acceleration  or
        otherwise) unless one (1) of the following  conditions has been met: (A)
        the Required  Holders have given consent prior to the making of any such
        payment,  (B) the  Required  Holders  have  given  prior  consent  to an
        amendment  of the XEL Notes that allows such  payment,  (C) the Net Cash
        Balance (as hereinafter defined) following any such payment exceeds 100%
        of the aggregate principal amount outstanding under the Notes or (D) the
        Closing Sale



                                       6
<PAGE>

        Price of the Common Stock exceeds $1.50 for any twenty (20)  consecutive
        Trading Days out of the thirty (30) Trading Days  immediately  preceding
        the date of such payment and the  Registration  Statement filed pursuant
        to the  Registration  Rights  Agreement shall be effective and available
        for the  resale of all  Registrable  Securities.  For  purposes  of this
        Section  15(d),  "Net Cash Balance"  means,  at any date, the difference
        between aggregate amount of all cash and cash equivalents (not including
        restricted  cash)  and  short  term  investments  as  would  be shown or
        reflected on the  Company's  balance  sheet as at such date if a balance
        sheet were prepared at such date, minus (ii) any Indebtedness other than
        under this Note,  the Other  Notes,  or Permitted  Indebtedness  on such
        date."

                (e)     A new Section  15(e) is hereby  added to the  Additional
Note reading as follows:

                        "Alabama  Building.  Upon any  sale,  transfer  or other
        disposition (an "ASset Sale Transaction") of the Company's real property
        located in Alabama  and subject to the Alabama  Mortgage  (the  "Alabama
        Building"),   the  Company  shall  use  50%  of  the  Net  Proceeds  (as
        hereinafter  defined) (the "Net Proceeds Amount") of any such Asset Sale
        Transaction  to redeem  the Notes (the  "Asset  Sale  Redemption").  The
        Company shall,  within ten (10) Business Days of the consummation of any
        Asset Sale Transaction (the "Asset Sale Redemption Date") deliver to the
        Holder in cash an amount equal to the Holder's pro rata share of the Net
        Proceeds Amount (the "Asset Sale Redemption  Price" and, for purposes of
        Section 13, also  Redemption  Price).  In connection with the closing of
        any Asset Sale  Transaction,  the Holder  shall take and shall cause the
        Collateral  Agent to take any actions as may be required by the Security
        Documents in order to release and  discharge  the security  interests in
        and Liens on the Alabama Building granted for the benefit of the holders
        of the Notes.  Redemptions  required by this Section 15(e) shall be made
        in  accordance  with the  provisions of Section 13. For purposes of this
        Section 15(e), "Net Proceeds" means the gross proceeds  delivered to the
        Company upon any sale,  transfer or disposition of the Alabama  Building
        as reflected in the closing statement relating to such sale, transfer or
        disposition,  excluding  any amounts (i) required to be paid pursuant to
        the Alabama  Mortgage,  (ii)  escrowed for payment of  improvements  and
        repairs  to the  Alabama  Building  in  connection  with the Asset  Sale
        Transaction, and (iii) commissions and other costs of sale."

                (f)     Section  29(qq)  of  the  Note  is  hereby  amended  and
restated to read in its entirety as follows:

                        "(qq)  "Target  Working   Capital"  means,   (i)  as  of
        September  30, 2005,  $6,500,000  and (ii) for any date  thereafter,  an
        amount equal to the sum of (A) $6,800,000  plus (B) 80% of the aggregate
        principal amount of any Notes purchased  pursuant to the exercise of any
        Additional  Investment  Rights  minus (C) 80% of any Notes  redeemed  or
        converted  as of such date other than any amounts  redeemed or converted
        prior to the date of this Amendment."



                                       7
<PAGE>

        6.      DISCLOSURE OF AMENDMENT.
                -----------------------

        On or before 8:30 a.m.,  New York Time, on the first (1st)  Business Day
following  the  Effective  Date (as defined  below),  the  Company  shall file a
Current  Report on Form 8-K describing the terms of this Amendment and attaching
a copy of the form of this Amendment.

        7.      CONDITIONS TO EFFECTIVENESS.
                ---------------------------

        This Amendment shall not become  effective (the "Effective  Date") until
the  satisfaction  of each  of the  following  conditions,  provided  that  such
conditions are for the Investor's sole benefit and may be waived by the Investor
at any time in its sole  discretion by providing the Company with written notice
thereof:

                (a)     The Company shall have duly executed this  Amendment and
delivered the same to the Investor.

                (b)     The Board of Directors of the Company shall have adopted
resolutions  authorizing  and  approving  this  Amendment  and the  transactions
contemplated hereby.

                (c)     Each of  holders of the Notes  shall have duly  executed
and  delivered  copies  of  amendments  in the same form and  substance  as this
Amendment.

        8.      MISCELLANEOUS.
                -------------

                (a)     [Expenses.  The  Company  shall  have  paid  an  expense
allowance  to  the  Investor  in the  amount  of  $5,000  for  reimbursement  of
reasonable  legal  expenses  incurred in  connection  with the execution of this
Amendment and any and all documents executed in connection therewith.]

                (b)     Counterparts.  This  Amendment may be executed in two or
more identical  counterparts,  all of which shall be considered one and the same
agreement and shall become effective when  counterparts have been signed by each
party and  delivered to the other  party;  provided  that a facsimile  signature
shall be  considered  due  execution  and shall be  binding  upon the  signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile signature.

                (c)     Headings.   The  headings  of  this  Amendment  are  for
convenience   of   reference   and  shall  not  form  part  of,  or  affect  the
interpretation of, this Amendment.

                (d)     Severability.  If any provision of this Amendment  shall
be  invalid  or   unenforceable   in  any   jurisdiction,   such  invalidity  or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this   Amendment  in  that   jurisdiction   or  the  validity  or
enforceability of any provision of this Amendment in any other jurisdiction.



                                       8
<PAGE>

                (e)     No Third Party Beneficiaries. This Amendment is intended
for the benefit of the parties hereto and their respective  permitted successors
and  assigns,  and is not for the  benefit of, nor may any  provision  hereof be
enforced by, any other Person.

                (f)     Further Assurances.  Each party shall do and perform, or
cause to be done and  performed,  all such  further  acts and things,  and shall
execute and deliver all such other  agreements,  certificates,  instruments  and
documents,  as the other party may reasonably  request in order to carry out the
intent and accomplish the purposes of this Amendment and the consummation of the
transactions contemplated hereby.

                (g)     No  Strict  Construction.  The  language  used  in  this
Amendment  will be deemed to be the  language  chosen by the  parties to express
their mutual intent, and no rules of strict construction will be applied against
any party.

                (h)     Reaffirmation.  The Company  hereby  confirms and agrees
that the Securities Purchase Agreement, the Note, the Warrant and the Additional
Investment  Right and each  other  "Transaction  Document"  (as  defined  in the
Securities  Purchase Agreement) to which it is a party is, and shall continue to
be, in full  force  and  effect  and is hereby  ratified  and  confirmed  in all
respects,  except that on and after the Amendment  Effective Date all references
in any such Transaction Document to the Securities Purchase Agreement, the Note,
the Warrant, the Additional Investment Right and the Additional Notes shall mean
such documents as amended by this Amendment.

                            [SIGNATURE PAGE FOLLOWS]







                                       9
<PAGE>

        IN WITNESS  WHEREOF,  the  Investor  and the Company  have caused  their
respective  signature  page to this Amendment to be duly executed as of the date
first written above.



                                          COMPANY:

                                          VERILINK CORPORATION



                                          By:
                                             -------------------------------
                                              Name:
                                              Title:



                    [Signature Page to Amendment Agreement]


                                       10
<PAGE>



        IN WITNESS  WHEREOF,  the  Investor  and the Company  have caused  their
respective  signature  page to this Amendment to be duly executed as of the date
first written above.



                                          INVESTOR:

                                          [INVESTOR NAME]



                                          By:
                                             -------------------------------
                                              Name:
                                              Title:








                     [Signature Page to Amendment Agreement]





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