EXHIBIT 10.64

                                 PROMISSORY NOTE

$20,000                                                          August 12, 1999

                                                             Fremont, California

     FOR VALUE RECEIVED, George Walley ("Employee"), an employee of SSE Telecom,
Inc.  ("Company"),  hereby  unconditionally  promises  to pay to  the  order  of
Company,  in lawful  money of the United  States of America  and in  immediately
available  funds,  the principal sum of Twenty Thousand  Dollars  ($20,000) (the
"Loan") due and payable on the date and in the manner set forth below.

     1. Intent. It is the intent of the parties that the purpose of this Note is
not for consumer, family or household purposes.

     2. Purchase of Shares.  Employee agrees, within 25 days of the date hereof,
to use the  Loan  proceeds  to  purchase  shares  of the  Company's  stock  (the
"Shares") and to present to the Company evidence reasonably  satisfactory to the
Company that the foregoing purchase has been made.  Employee further agrees that
Employee  will not sell or  otherwise  transfer  the Shares at any time from the
date Employee purchases the Shares until August 31, 2001.

     3. Principal Repayment.  The outstanding principal amount of the Loan shall
be due and payable on the earlier of the following (the "Maturity Date"):

(a)  August 31, 2003;

(b)  Or, at the sole option of the Company, after August 31, 2001 on the date on
     which the closing  price of a Share as reported by NASDEQ has been equal to
     or greater than $5 per Share for a period of thirty consecutive days.

     4.  Interest  Rate Upon  Acceleration.  Any  principal  payment on the Loan
hereunder not paid when due,  whether at stated  maturity,  by  acceleration  or
otherwise, shall bear interest at eight percent (8%) per annum.

     5. Place of Payment;  Prepayment.  All amounts  payable  hereunder shall be
payable at the  office of  Company  unless  another  place of  payment  shall be
specified in writing by Company.  This is a full  recourse  loan.  Prepayment is
permitted.

     6. Application of Payments.  Payment on this Note shall be applied first to
accrued  interest,  if any, and thereafter to the outstanding  principal balance
hereof.

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     7.  Default.  Each of the  following  events shall be an "Event of Default"
hereunder:

(a)  Employee  fails to pay  timely any of the  principal  amount due under this
     Note on the date the same  becomes due and payable or any accrued  interest
     or other  amounts due under this Note, if any, on the date the same becomes
     due and payable, or fails to perform any other obligations hereunder;

(b)  Employee  files a  petition  or action  for  relief  under any  bankruptcy,
     insolvency  or  moratorium  law or any  other  law for the  relief  of,  or
     relating to, debtors,  now or hereafter in effect,  or makes any assignment
     for the benefit of creditors or takes any action in  furtherance  of any of
     the foregoing;

(c)  An involuntary  petition is filed against Employee (unless such petition is
     dismissed  or  discharged  within  sixty  (60) days)  under any  bankruptcy
     statute now or hereafter  in effect,  or a  custodian,  receiver,  trustee,
     assignee  for the  benefit of  creditors  (or other  similar  official)  is
     appointed  to take  possession,  custody  or  control  of any  property  of
     Employee; or

(d)  Employee's  employment by or association with the Company is terminated for
     any reason or no reason, including, without limitation, death of Employee.

Upon the  occurrence  of an Event of Default  hereunder,  all unpaid  principal,
accrued interest and other amounts owing hereunder, if any, shall, at the option
of  Company,  and,  in the case of an Event of  Default  pursuant  to (b) or (c)
above,  automatically,  be immediately  due,  payable and collectible by Company
pursuant to applicable  law. .  Notwithstanding  the  foregoing,  if an Event of
Default has occurred under (d) above due to, in the Company's  sole  discretion,
no malfeasance  or  misfeasance on the part of Employee,  this Note shall be due
and payable 90 days after Employee's  employment or association with the Company
has been  terminated.  The Company  shall have all rights and may  exercise  any
remedies  available  to it under law,  successively  or  concurrently.  Employee
expressly  acknowledges  and agrees that Company  shall have the right to offset
any obligations of Employee hereunder against salaries, bonuses or other amounts
that may be payable to Employee by Company.  Upon the  occurrence of an Event of
Default the stated requirements in Item 2 above are expressly waived.

     8. Waiver.  Employee waives  presentment and demand for payment,  notice of
dishonor, protest and notice of protest of this Note, and shall pay all costs of
collection when incurred,  including, without limitation,  reasonable attorneys'
fees, costs and other expenses.

     The right to plead any and all statutes of  limitations as a defense to any
demands hereunder is hereby waived to the full extent permitted by law.

     9.  Governing  Law.  This Note  shall be  governed  by, and  construed  and
enforced in  accordance  with,  the laws of the State of  California,  excluding
conflict  of laws  principles  that would cause the  application  of laws of any
other jurisdiction.

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     10. Successors and Assigns.  The provisions of this Note shall inure to the
benefit of and be binding on any  successor  to Employee and shall extend to any
holder hereof.  Employee shall not, without the prior written consent of holder,
assign any of its rights or obligations hereunder.

     Dated: August 12, 1999

                                        EMPLOYEE

                                        By: George Walley

                                        Printed Name: George Walley

                                        Title: EVP Product Development

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