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                                                                   Exhibit 10.50


                                 FIRST AMENDMENT

                              VERILINK CORPORATION
                        1996 EMPLOYEE STOCK PURCHASE PLAN

         VERILINK CORPORATION, a Corporation organized and existing under the
laws of the State of Delaware with its principal place of business in
Huntsville, Alabama, (the "Company'), hereby adopts and publishes on this the
17th day of May, 2000, this Amendment to the 1996 Verilink Corporation Employee
Stock Purchase Plan (the "Plan"), as follows:

         WHEREAS, the Company, effective April 19, 1996, established the Plan
for the benefit of its employees; and

         WHEREAS, said Plan provides that the Company reserves the right for any
reason by action of its Board of Directors to amend in whole or in part any and
all provisions of the Plan; and

         WHEREAS, the definition of "Compensation" as set forth in Section 2(f)
of the Plan is ambiguous; and

         WHEREAS, this Amendment serves to remove any ambiguity from the
definition of "Compensation" as set forth in Section 2(f) of the Plan; and

         WHEREAS, the Plan has, at all times, been administrated in accordance
with the definition of "Compensation" as set forth in this Amendment; and

         WHEREAS, the use of the term "Offering Period" in Section 6(a) is
ambiguous; and

         WHEREAS, the Amendment serves to remove any ambiguity from Section
6(a); and

         WHEREAS, the Plan has at all times been administered in accordance with
Section 6(a) as is set forth in this Amendment; and

         WHEREAS, the Company has also determined that certain other
modifications as to the timing and number of purchases should also be made as
outlined hereinbelow; and

         WHEREAS, by unanimous written consent of the Board of Directors of the
Company, the Board did specifically approve and adopt by resolution the
amendment hereinafter set forth.

         NOW, THEREFORE, in consideration of the premises hereinabove set forth,
the Company amends said Plan, as follows:


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                  1. Section 2(f) shall be amended and restated as follows:

         "(f)`Compensation' shall mean an Employee's sales commissions and base
salary from the Company or one or more Designated Subsidiaries, including such
amounts of sales commissions and base salary as are deferred by the Employee (i)
under a qualified cash or deferred arrangement described in Section 401(k) of
the Code, or (ii) to a plan qualified under Section 125 of the Code.
Compensation does not include overtime, bonuses, reimbursements or other expense
allowances, fringe benefits (cash or noncash), moving expenses, deferred
compensation, and contribution (other than contributions described in the first
sentence) made on the Employee's behalf by the Company or one or more Designated
Subsidiaries under any employee benefit or welfare plan now or hereafter
established."

                  2. Section 4(a) shall be amended and restated as follows:

         "(a)The Plan shall be implemented through overlapping or consecutive
Purchase Periods until such time as (i) the maximum number of shares of Stock
available for issuance under the Plan have been purchased or (ii) the Plan shall
have sooner been terminated in accordance with paragraph 19 hereof. The maximum
duration of a Purchase Period shall be twenty-seven months. Commencing on July
1, 2000, the Purchase Period shall be six months, and the Plan shall be
implemented through consecutive Purchase Periods of six months' duration
commencing each January 1 and July 1."

                  3. Section 6(a) shall be amended and restated as follows:

         "(a)At the time a Participant files his/her subscription agreement,
he/she shall elect to have payroll deductions made on each pay day during the
Accrual Period in an amount not exceeding ten percent (10%) of the Compensation
which he/she receives on each pay day during the Accrual Period."

                  4. Section 12(a) shall be amended and restated as follows:

         "(a)The maximum number of shares of the Company's Common Stock which
shall be made available for sale under the Plan shall be 600,000 shares, subject
to adjustment upon changes in capitalization of the Company as provided in
paragraph 18. If on a given Exercise Date the number of shares with respect to
which options are to be exercised exceeds the number of shares then available
under the Plan, the Company shall make a pro rata allocation of the shares
remaining available for purchase in as uniform a manner as shall be practicable
and as it shall determine to be equitable."


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         The Company has caused this Amendment to be executed by its duly
authorized officer and its corporate seal to be hereunto affixed on the day and
year first above written.


                                    VERILINK CORPORATION



                                    /s/ Graham G. Pattison
                                    --------------------------------------------
                                    By:  Graham G. Pattison
                                    Its: President

ATTEST:

/s/ C. W. Smith
--------------------------------
By:  C. W. Smith
Its: Secretary


(CORPORATE SEAL)