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                                                                   EXHIBIT 10.46

February 1, 2000




Mr. Todd Westbrook
605 Sunburst Circle
Brownsboro, AL  35741

Dear Todd:

We are pleased to extend to you an offer of employment for the position of Vice
President of Operations. Your base compensation will be $6,153.85 paid biweekly
(annualized salary of $160,000). Executive compensation is reviewed annually
after the end of Verilink's June 30 fiscal year end. Any increase in salary is
at the discretion of the CEO with approval of the Compensation Committee of the
Board of Directors. In this position you will report directly to me.

         Contingent upon your acceptance of this offer of employment, and
         subject to the Board of Directors' approval, Verilink will grant to you
         a Non-Qualified Stock Option which gives you the right to purchase,
         under terms stated in your Stock Option Agreement, 100,000 shares of
         Verilink Common Stock at fair market value as determined by the Board
         of Directors on the date of the grant. Vesting occurs over 4 years at
         the rate of 25% at the end of each year assuming continuous employment.

You will be eligible to participate in the Verilink Management Incentive
Compensation program at a rate of 35% of your base pay. Your participation will
be prorated for the remainder of this fiscal year.

You will receive such benefits as are customarily granted to Verilink employees.
You will receive personal time off (PTO) in accordance with Verilink's existing
policy. PTO initially accrues at the rate of 1 1/2 days per month of employment,
and may be used for vacation, illness, personal business, etc. Verilink confirms
that any conditions covered by your existing health insurance will be covered by
Verilink's health insurance, commencing on the first day of your employment,
provided that you obtain a Certificate of Coverage evidencing your existing
coverage. The attached schedule of Officers' Benefits sets forth additional
benefits currently available to Verilink executive officers. These benefits are





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Todd Westbrook
February 1, 2000
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subject to review from time-to-time by the Compensation Committee of the Board
of Directors.

Your employment with Verilink Corporation 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.

In the event of any dispute or claim relating to or arising out of our
employment relationship, you and Verilink agree that all such disputes shall be
fully and finally resolved by binding arbitration conducted by the American
Arbitration Association. HOWEVER, we agree that this arbitration provision shall
not apply to any dispute or claims relating to or arising out of the misuse or
misappropriation of the Company's trade secrets or proprietary or confidential
information.

This offer of employment is contingent upon:

         A completed employment application.

         Full compliance with the Immigration Reform and Control Act of 1986
         which requires new employees to provide documentation/identification to
         establish both identity and work authorization within three (3) days of
         your employment.

         On your date of hire you will be required to sign a Verilink
         Confidentiality Agreement as a part of your total employment package.

         If you will be driving your personal automobile for company business on
         regular basis, you will be required to provide proof of personal auto
         insurance policy.

If you have any questions regarding the nature of this documentation, please
contact the Human Resources Department.

This letter, along with any written proprietary rights agreements that you enter
into with Verilink, set forth the terms of your employment with Verilink and
supersede any prior representations or agreements, whether written or oral. This
letter may not be modified or amended except by an instrument in writing, signed
by Verilink and by you.





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Todd Westbrook
February 1, 2000
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Todd, we are pleased to have you join the Verilink team, and we look forward to
your participation in our continued success.

Sincerely,

/s/ Mike Reiff

Mike Reiff
Chief Operating Officer



I accept the foregoing offer:

  /s/ Todd Westbrook                                            02/02/00
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  Name                                                            Date

  02/22/00
-----------------------------
  Expected Start Date