1 EXHIBIT 10.33 August 20, 1999 Mr. Thomas A. Flak 1515 Cordilleras Avenue San Carlos, CA 94070 Dear Tom: This letter will set forth our agreement regarding your continued employment by Verilink Corporation. If you remain employed through September...

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                                                                   EXHIBIT 10.33



August 20, 1999




Xx. Xxxxxx X. Xxxx
0000 Xxxxxxxxxxx Xxxxxx
Xxx Xxxxxx, XX  00000


Dear Xxx:

This letter will set forth our agreement regarding your continued employment by
Verilink Corporation. If you remain employed through September 30, 1999, upon
termination of your employment after that date, other than for cause, you shall
receive a severance payment equal to six (6) months salary. In addition, you
shall receive company-paid Cobra benefits for a maximum of six (6) months.

Sincerely,



Xxxxxx X. Xxxxxxxx
President and CEO