8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 8, 2005 (November 2, 2005)

VERILINK CORPORATION

(Exact name of registrant as specified in charter)

Delaware	000-28562	94-2857548
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11551 E. ARAPAHOE RD., SUITE 150
CENTENNIAL, CO 80112-3833

(Address of principal executive offices / Zip Code)

303.968.3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act.

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

o Pre-commencement communications pursuant to Rule 14d—2(b) under the Exchange Act.

o Pre-commencement communications pursuant to Rule 13e—4(c) under the Exchange Act.

Item 1.01.          Entry into a Material Definitive Agreement.

          On November 7, 2005, Verilink Corporation (the “Company”) entered into a First Amendment to Lease (the “Lease Amendment”) with The Boeing Company (“Boeing”), amending the Lease dated August 2, 2002 (the “Boeing Lease”), by and between the Company, as landlord, and Boeing, as tenant, for the lease of the office space, land and parking areas located at 950 Explorer Boulevard, Huntsville, Alabama (the “Property”). The Lease Amendment, among other things, extends the non-cancelable term of the lease, amends the schedule of rents and requires the owner to make certain expenditures toward the cost of HVAC repairs on the Property. The Company entered into the Lease Amendment in contemplation of the anticipated sale of the Property described below.

          On November 2, 2005, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Corcoran Capital LLC (the “Purchaser”), pursuant to which the Company agreed to sell its interest (i) as landlord under the Boeing Lease and (ii) as lessee under a Lease Agreement between the Industrial Development Board of the City of Huntsville and Explorer Properties, Ltd. dated April 1, 1987 (the “IDB Lease”) for the lease of the Property and all improvements located thereon.

          The gross purchase price (the “Purchase Price”) for the Property under the Purchase Agreement is Eight Million Two Hundred Thousand Dollars ($8,200,000.00). At the closing, the Purchaser will receive a credit of $1,200,000 against the Purchase Price as an allowance for repairs to the HVAC system. The balance of the Purchase Price is payable by the Purchaser to the Company in cash at closing, subject to the terms and conditions of the Purchase Agreement. The Purchaser may terminate the Purchase Agreement in its sole discretion during an inspection period expiring December 19, 2005. The Purchase Agreement contains customary representations, warranties and conditions to closing.

          As previously reported in a Form 8-K filed October 31, 2005, the Company has agreed to apply 50% of the net proceeds from the sale of the Property (after payment of the first mortgage, commissions, closing costs and $1,200,000 HVAC credit) to reduce the outstanding principal amount of the Company’s senior secured convertible notes.

          The foregoing is a summary of the terms of the Lease Amendment and Purchase Agreement and does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached to this Current Report on Form 8-K.

Item 9.01          Exhibits

10.1	First Amendment to Lease Agreement, dated November 7, 2005, by and between the Company and The Boeing Company.
10.2	Purchase and Sale Agreement, dated November 2, 2005, by and between the Company and Corcoran Capital LLC.

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SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VERILINK CORPORATION
	(Registrant)
Dated: November 8, 2005	By:	/s/Timothy R. Anderson
		Timothy R. Anderson
		Vice President and Chief Financial Officer

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE AGREEMENT, made and entered into by and between VERILINK CORPORATION, a Delaware corporation (hereinafter referred to as “Landlord”) and THE BOEING COMPANY, a Delaware corporation (hereinafter referred to as “Tenant”).

WITNESSETH:

WHEREAS, by Lease Agreement dated August 2, 2002 entered into by and between Landlord and Tenant (the “Lease”), Landlord did lease and demise unto Tenant certain office space (containing approximately 109,910 square feet of floor area), together with the land and parking areas thereto located at 950 Explorer Boulevard, Huntsville, Alabama (the “Premises”) on the conditions and for the terms and rental rate set forth therein; and

WHEREAS, Landlord and Tenant desire to extend the Lease Term and adjust the Base Rent therefore; and

NOW THEREFORE, the parties hereto mutually agree that said Lease shall be amended in accordance with the following:

A.)	The Lease Term, which, according to Article 1.6 of the Lease, Lease Term is for a “sixty-four (64) month period”, shall be modified such that the Lease Term shall be for a “one hundred twenty four (124) month period”.
B.)	The Expiration Date, which is scheduled to occur on November 30, 2007, as provided in Article 1.8 of the Lease, Expiration Date, is hereby extended for sixty (60) additional, successive months thus expiring November 30, 2012.
C.)	Article 2.3 of the Lease, Right to Extend Lease Term, shall be deleted and following placed in its stead:
	“Tenant shall have five (5) successive two (2) year options to extend the Lease. To extend the Lease Term, Tenant must give written notice to Landlord no later than nine (9) months prior to the end of the Lease Term (or any extensions thereof) of its intentions to extend the Lease Term. The rent for each option period shall be at ninety-percent (90%) of the Fair Market Rent, as defined in Paragraph 3.1.2 as amended by First Amendment to Lease.”
	The last paragraph of Article 3.1.2 of the Lease is replaced with the following:
		For purposes of this Paragraph 3.1.2, the term “Comparable Buildings” shall mean office buildings similar in size, style and condition to the Premises in Huntsville, Alabama.  Rental rate comparisons will be for leases (excluding subleases) for transactions completed within the last twelve (12) months of the date of expiration of the then term of this lease.

		The term “Fair Market Rental Value” shall mean a rental rate equal to the market rental rate for comparable space in Comparable Buildings (but without considering any improvements, alterations, or additions made by Tenant at Tenant’s expense per the attached schedule, which will be updated throughout the lease term to reflect any additional improvements, alterations, or additions made by Tenant at Tenant’s expense), taking into account the cost of any refurbishment to the Premises necessary to make the Premises substantially equivalent in condition (but without considering any improvements, alterations, or additions made by Tenant at Tenant’s expense) to comparable space in Comparable Buildings and any rental incentives being realized by tenants in the Comparable Buildings and any market supported adjustments for rental rate inflation or deflation to the commencement of the term of the applicable Option.
		Each party will hire an MAI Appraiser with a minimum of five (5) years of experience with lease valuation of commercial office buildings in the Huntsville area. The appraisers will use the above referenced set of instructions. If the two appraisers’ opinions of the market rent do not differ by more than five percent (5%) of the lower of such two opinions, the two opinions will then be averaged and the Fair Market Rental Value will be this average. If the two appraisers’ opinions of the market rent differ by more than five percent (5%) of the lower of such two opinions, then a third MAI appraiser will be selected jointly by the two MAI appraiser already named and such third appraiser shall be hired and paid for equally by both parties (and if the first two appraisers cannot agree upon the third appraiser, either Landlord or Tenant may apply to the Atlanta District Vice President of the American Arbitration Association to appoint a qualified third appraiser). The third appraiser will evaluate the market, and the opinion of the other two appraisers, and will then arrive at a market rental rate, which shall be no higher than the higher of the other two opinions and no lower than the lower of the other two opinions, and which shall thereupon be treated as the Fair Market Rental Value for purposes of calculating Base Rent during the relevant period.
D.)	Effective December 1, 2005 or the first (1st) day of the month immediately following full execution of this First Amendment to Lease, whichever is the latter to occur (the “Modified Rent Commencement Date or MRCD”), the “Rental Schedule”, as provided in Exhibit C of the Lease shall be deleted and the following schedule shall be placed in its stead:

“Period	Annual Rental		Monthly Rental
MRCD through 11/30/06	$	775,000.00	$	64,583.33
12/1/06 through 11/30/07	$	794,375.04	$	66,197.92
12/1/07 through 11/30/08	$	814,234.44	$	67,852.87
12/1/08 through 11/30/09	$	834,590.27	$	69,549.19
12/1/09 through 11/30/10	$	855,455.04	$	71,287.92
12/1/10 through 11/30/11	$	876,841.44	$	73,070.12
12/1/11 through 11/30/12	$	898,762.48	$	74,896.73

E.)	In consideration for Tenant entering into this First Amendment to Lease, Landlord shall contribute a sum not to exceed Seven Hundred Thousand Dollars ($700,000.00) (the “HVAC Allowance”) toward the cost of repairing and/or replacing the existing heating, ventilating and air-conditioning system (the “HVAC System”) servicing the Premises. Such contribution shall be considered, for all purposes herein, a capital contribution by Landlord and in no event shall be construed as an Operating Expense, as that term is used in the Lease. The HVAC Allowance is not an Operating Expense and may not be charged to Tenant in any way. Tenant shall submit invoices to Landlord for work that has been performed for Tenant in connection with repairing and/or replacing the HVAC System and Landlord shall promptly pay such invoices (subject to such reasonable audit and verification as Landlord deems appropriate) until the cumulative amount of such invoices reaches the HVAC Allowance. All repairs or replacements to the HVAC system shall be performed by licensed contractors approved in writing by Landlord and shall be performed in accordance with all applicable building codes and ordinances.
	In the event that the cost of such repair and/or replacement exceeds the HVAC Allowance, Landlord shall, at its sole cost and expense, pay such excess (the “Additional Amount”) not to exceed $500,000.00.  The Additional Amount is not an Operating Expense and may be charged to Tenant only as provided in this paragraph. Tenant shall submit invoices to Landlord for work that has been performed for Tenant in connection with repairing and/or replacing the HVAC System that exceed the HVAC Allowance and Landlord shall promptly pay such invoices (subject to such reasonable audit and verification as Landlord deems appropriate) until the cumulative amount of such invoices (over and above the HVAC Allowance) reaches the Additional Amount. Tenant agrees to pay to Landlord, as Additional Rent during each month of the Term following the payment by Landlord of the Additional Amount, an amount that would amortize the Additional Amount over a period of fifteen (15) years, based on an interest rate of nine percent (9%) per annum on the unamortized balance and level monthly payments of principal and interest.
	Prior to any sale, lease, disposition, or encumbrance of the Property by Landlord, and to secure Landlord’s obligation to pay the HVAC Allowance and the Additional Amount, Landlord shall open an escrow at the Huntsville, Alabama office of First American Title Insurance Company or such other title insurance company in Huntsville, Alabama as may be designated by Tenant (the “Escrow Holder”) and shall deposit with the Escrow Holder on or before the closing of any such sale, lease, disposition, or encumbrance the sum of

	One Million Two Hundred Thousand and 00/100 Dollars ($1,200,000.00), being the total of the HVAC Allowance and the maximum amount of the Additional Amount minus any amount of the HVAC Allowance or the Additional Amount that has been actually paid to Tenant by Landlord prior to that date.  Landlord and Tenant shall jointly instruct the Escrow Holder to pay to Tenant the amounts that Tenant shall certify to the Escrow Holder that Tenant has incurred in connection with the HVAC System up to, but not in excess of One Million Two Hundred Thousand Dollars ($1,200,000.00).  The Escrow Holder shall be further instructed to pay to Landlord any amount remaining in the hands of the Escrow Holder on the earlier of (a) the date on which Tenant confirms in writing to the Escrow Holder that Tenant has no further invoices to submit to the Escrow Holder in connection with the HVAC System or (b) two (2) years after the date of this First Amendment to Lease Agreement.  The funds so deposited with the Escrow Holder shall not be payable to Landlord or any successor Landlord prior to the earlier of said dates, notwithstanding any agreement between Landlord and any successor to Landlord to the contrary.  Notwithstanding paragraph 20.3 of the Lease or any other provision of the Lease, any assignee or successor of Landlord shall be liable to perform the obligations of Landlord under this paragraph and shall be fully liable to Tenant for the full amount of the HVAC Allowance and the Additional Amount (and paragraph 20.3 is hereby so amended) PROVIDED that any successor of the original Landlord shall be discharged of such obligation to the extent of the amounts of the HVAC Allowance and/or the Additional Amount actually paid by the original Landlord to the Tenant or to the Escrow Holder.
	Additionally, in reference to Article 3.2.2 of the Lease, Exceptions, to the extent that capital costs are allowed as Operating Expenses, the first $25,000 of such allowed capital costs in any calendar year during the Term may be treated as an Operating Expense, and all allowed capital improvement costs in excess of $25,000.00, in any calendar year during the Term of the Lease, shall be amortized over a period equal to the useful life of the system or equipment installed or fifteen (15) years, whichever is less and on the basis of level total payments of principal and interest (using an interest rate of nine percent (9%) per annum), and it is hereby understood and agreed that during the Term of the Lease Tenant shall be responsible for payment unto Landlord for said amortized cost (prorated for partial years) to the extent that the period of such amortization falls during the Term of the Lease.
F.)	Article 17, Surrender, is hereby amended by deleting the expression “Lease Commencement Date” in the two places where it occurs and replacing it with the expression “Relevant Return Condition Date”.  Article 17 is further amended by adding the following sentence to the end of Article 17.  The :”Relevant Return Condition Date” is (1) the Lease Commencement Date if the Lease is terminated prior to December 1, 2007; (2) December 1, 2007 if the Lease expires or is terminated from December 1, 2007 through and including November 30, 2012; and (3) for each two-year option period provided for in Paragraph C of this First Amendment to Lease, the first day of such two-year period.

G.)	Article 22.1 of the Lease, Option to Purchase, shall be deleted and the following placed in its stead:
	“Provided Tenant is not in default of any terms and/or conditions of the Lease, Landlord hereby grants unto Tenant, the first right to purchase the Premises expressly subject to the conditions set forth herein. In the event Landlord receives an offer acceptable to Landlord or, in the alternative, elects to market the Premises for sale, Landlord shall be required to notify Tenant of such and upon receipt of such notification, Tenant shall have fifteen (15) days to respond, in writing, as to its intent to purchase the Premises.
	In the instance where Landlord receives a bona fide offer from a third party which is acceptable to Landlord and the Landlord (1) has not previously provided Tenant a notice to market the Property as set forth in the next succeeding paragraph below and (2) is not required to notify Tenant of such offer pursuant to the next succeeding paragraph below, Landlord shall notify Tenant of such offer and its content whereby Tenant shall have the right to purchase the Premises in accordance with the terms and conditions set forth therein.
	In the instance where Landlord elects to market the Premises for sale, Landlord, prior to commencing its marketing effort, shall notify Tenant of such and offer unto Tenant the minimum purchase price and acceptable terms established by Landlord. Provided Tenant accepts the offer in fifteen (15) days after such notice, Tenant shall consummate the purchase of the Premises in accordance with such offer. In the event Tenant rejects such offering or fails to respond within the fifteen-day period, as provided hereinabove, Landlord shall be released from its obligation to offer the Premises to Tenant hereunder and commence to market the Premises to potential purchasers. Notwithstanding, in the event Landlord should agree to accept a price and/or terms less favorable to Landlord than that which had been previously offered to Tenant, prior to acceptance thereof, Landlord shall be required to notify Tenant of such less favorable price and terms whereby Tenant, within the fifteen day time period set forth hereinabove, have the right to purchase the Premises at such price and terms.
	It is hereby understood and agreed that Tenant’s failure to strictly comply with the conditions of this Article 22.1 shall constitute forfeiture of the rights granted herein.”
H.)	Tenant represents and warrants that its has neither engaged nor commissioned any party to represent its interest in regards to this First Amendment to Lease except USI Real Estate Brokerage Inc. (“USI”) and Concourse Group, Inc. (“Concourse”), which shall be paid by Landlord in accordance with a separate agreement. Hence, Tenant hereby indemnifies Landlord from and against any and all claims by other third parties for brokerage fees or commissions.
I.)	All representations and warranties of Landlord made with respect to the Lease shall be deemed to apply to this First Amendment to Lease.
J.)	All capitalized terms, not otherwise defined, shall have the same meaning as provided in the Lease.

K) Miscellaneous Provisions Applicable to this First Amendment to Lease.

          (1)          This First Amendment to Lease will be effective immediately upon execution and delivery by the parties.

          (2)          This First Amendment to Lease may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument.

          (3)          This First Amendment to Lease shall be governed by the law of the State of Alabama, without reference to its choice of law rules.

          (4)          This First Amendment to Lease supersedes any prior agreements, negotiations and communications, oral or written, with respect to this subject matter and contains the entire agreement between, and the final expression of, Buyer and Seller with respect to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of either party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby.

L)      Status of Agreement.

          As amended by this First Amendment to Lease, the Lease continues in full force and effect in accordance with its terms. On and after the date of this First Amendment to Lease, the Lease shall be deemed amended by this First Amendment to Lease and all references in the Agreement to “this Agreement” “this Lease” “herein” “hereof” and the like shall be deemed to be references to the Agreement as amended by this First Amendment to Lease.

IN WITNESS WHEREOF, the parties hereto have set their hands and signatures this 7^th day of November, 2005.

	LANDLORD:VERILINK CORPORATION,
		a Delaware corporation
	BY:	/s/ Timothy R. Anderson
Witness	TITLE:	CFO
	DATE:	November 7, 2005
	TENANT:		THE BOEING COMPANY,
			a Delaware corporation
	BY:	/s/ Marc A. Poulin
Witness	TITLE:	Authorized Signatory
	DATE:	November 4, 2005

EX-10.2

Exhibit 10.2

PURCHASE AND SALE AGREEMENT

          THIS Purchase and Sale Agreement (this “Agreement”) is by and between VERILINK CORPORATION, a Delaware corporation (“Seller”), and CORCORAN CAPITAL LLC, its assigns or designees (“Purchaser”). Seller and Purchaser are sometimes collectively referred to as the “Parties” and individually as a “Party”.

W I T N E S S E T H:

          Section 1.  Contract.

          Pursuant to the provisions of this Agreement, in consideration of the representations, warranties, covenants, agreements, waivers, and releases set forth herein, Seller agrees to sell and convey the Property (as herein defined) to Purchaser, and Purchaser agrees to purchase the Property from Seller.

          Section 2.  Property.

          Seller shall convey to Purchaser all of Seller’s right, title and interest as Lessee under that certain Lease Agreement by and between The Industrial Development Board of the City of Huntsville, as lessor, and Explorer Properties, Ltd., as lessee, dated April 1, 1987, as amended , (the “IDB Lease”) for the lease of a tract of land located in Madison County, Alabama (the “Land”), together with all improvements located thereon (the “Improvements”), more particularly described on Exhibit “A” attached hereto and incorporated herein and all of Seller’s right, title and interest as landlord under that certain “Triple Net” Lease Agreement dated August 2, 2002, as amended, by and between Seller and The Boeing Company for the use and occupancy of the Land (the “Boeing Lease”).

          All of the real and personal property, rights, privileges, interests, tenements, hereditaments, easements and appurtenances described or referred to in this Section 2 are collectively called the “Property”.

          Section 3.  Title Company; Delivery Date.

          This Agreement is not binding upon or effective with respect to either Party unless it has been duly executed by both Parties and delivered to Lanier Ford Shaver & Payne P.C. (the “Title Company”), 200 West Side Square, Suite 5000, Huntsville, Alabama 35801, Attention: Johnnie Vann, as issuing agent for First American Title Insurance Company (the “Title Underwriter”). If the Title Company does not receive two (2) original counterparts of this Agreement executed by the Parties prior to 5:00 p.m. CST on November 4, 2005 (the “Effective Date”), either Party may terminate this Agreement at any time after the Effective Date by notice to the other Party.

          Section 4.  Purchase Price; Escrow Deposits; Independent Contract Consideration.

          (a)          The purchase price (the “Purchase Price”) of the Property is Eight Million Two Hundred Thousand Dollars ($8,200,000.00). Subject to credits and adjustments as provided herein, Purchaser shall pay $8,200,000.00 of the Purchase Price at the Closing (as herein defined) in cash. 

          (b)          Prior to 5:00 p.m. CST on or before the fifth (5th) business day after the Effective Date, Purchaser shall deliver to the Title Company the sum of One Hundred Thousand Dollars ($100,000.00) (the “Escrow Deposit”). The Title Company shall deposit the Escrow Deposit into an interest-bearing account.

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The Parties direct the Title Company to deposit the Escrow Deposit only into accounts which are fully FDIC insured and which permit the withdrawal of all of the Escrow Deposit at any time without penalty or prior notice. Upon consummation of the Closing, the Escrow Deposit shall be applied toward payment of the Purchase Price, or, at Purchaser’s option, refunded to Purchaser. All deposits required to be made by Purchaser pursuant to this Section 4(b) shall be made in the form of certified or cashier’s check or other immediately available funds, payable to the Title Company.

          Section 5.  Commitment; Commitment Documents; Survey; Objection.

          (a)         Within five (5) business days after the Effective Date, Seller shall deliver or cause the Title Company (as to [i], [ii], [iii], and [iv] below) to prepare and deliver to Purchaser the following (collectively, the “Land Documents”):

             (i)          a Commitment for Title Insurance  (the “Commitment”) in the amount of the Purchase Price, dated after the Effective Date, issued by the Title Company, covering the Property, setting forth all matters which affect the Property;

             (ii)         a true and legible copy of each document referred to in the Commitment (the “Commitment Documents”);

             (iii)        a report of the results of searches made of the Uniform Commercial Code Records of Madison County, Alabama, and the office of the Secretary of State of Alabama and the Secretary of State of Delaware, under the name of Seller (the “UCC Searches”);

             (iv)        copies of the most recent tax bills and notices of assessed valuation relating to the Property; and

             (v)         copies of any and all surveys or plats of the Property in the possession or control of Seller.

          (b)         Within ten (10) days after receipt of the Land Documents, Purchaser shall notify Seller in writing of any matters disclosed in the Land Documents to which Purchaser objects (the “Objections”).  Following Seller’s receipt of Purchaser’s Objections, Seller shall have ten (10) days (the “Cure Period”) in which to cure and remove such objections and to cause the Title Company to issue and deliver to Purchaser a revised Commitment, showing all Objections cured and removed and no new matters. If Seller is unwilling or unable to cure and remove all Objections, Seller shall so notify Purchaser prior to the expiration of the Cure Period, whereupon Purchaser shall have the option to:

             (i)          purchase the Property by waiving the Objections which Seller is unwilling or unable to cure; or

             (ii)        within five (5) days after the expiration of the Cure Period, terminate this Agreement in accordance with the provisions of Section 16(a) hereof.

          (c)          Except for the Objections of which Purchaser notifies Seller prior to the expiration of the Inspection Period, matters set forth in the Commitment shall constitute “Permitted Exceptions”.

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          Section 6.  Operational Documents; the Inspection Period; Purchaser’s Evaluation of the Property. 

          (a)          Prior to 5:00 p.m. CST, on the fifth (5^th) business day after the Effective Date, and from time to time thereafter as Seller receives or discovers same, Seller shall deliver or cause to be delivered to Purchaser the following (the “Operational Documents”) attributable to the Property:

              (i)          copies of any existing appraisals in Seller’s possession or control setting forth the value of the Land and the Improvements;

             (ii)          copies of any existing Phase I environmental reports, or other environmental site assessments, in Seller’s possession or control;

              (iii)       copies of any structural assessment reports covering all or any part of the Property and in Seller’s possession or control;

              (iv)       copies of all leases and all amendments, modifications, side letters, work letters, guarantees, options, commission agreements, default notices or letters (sent to tenant or received from tenant) and similar agreements relating to such leases, together with all lease commission agreements;

              (v)         all land surveys, reports of physical inspections of the Property, fire marshal reports and ADA assessments related to the Property (if any) in Seller’s possession;

              (vi)        current copies of all (A) ad valorem tax statements with respect to the Property; (B) cost estimates for repairs of the Property in the possession of Seller, if any; and (C) written notices received by Seller of non-compliance with any law, rule, regulation, ordinance, order, decree, or private restriction applicable to Seller, any portion of the Property, or any tenant of the Property, if any; and

              (vii)      copies of all service, maintenance, management or other contracts to which Seller is a party.

          Purchaser acknowledges that Seller may deliver or cause to be delivered, in addition to the items set out in items (i) through (vi) immediately above, certain documentation and information relating to the Property (hereinafter collectively referred to as the “Due Diligence Materials”). Until Closing, Purchaser and Purchaser’s agents shall maintain the Due Diligence Materials as confidential information.  If the purchase and sale of the Property is not consummated in accordance with this Agreement, regardless of the reason or the party at fault, Purchaser agrees to immediately upon demand re-deliver to Seller all copies of the Due Diligence Materials.

          (b)          From the Effective Date until 5:00 p.m. CST on December 19, 2005 (such period the “Inspection Period”), Seller grants to Purchaser and Purchaser’s agents, employees, and independent contractors the right to enter upon the Property; to conduct surveys and engineering, environmental, operational, market, economic feasibility, and other inspections, studies, and tests of the Property; to review and analyze the Property, the condition of the Property, the Land Documents, and the Operational Documents; and otherwise to evaluate and assess the Property.  Prior to Purchaser conducting any such inspections, studies, or tests upon the Property, Purchaser shall give Seller reasonable notice of Purchaser’s entry on the Property and shall permit a representative of Seller to be present. Additionally, Purchaser shall not unreasonably interrupt the business activities of any tenants on the Property.  Purchaser shall not conduct any invasive testing of the Property without Seller’s prior written approval (which shall not be unreasonably withheld, conditioned, or delayed); and Purchaser shall repair all damage to the Property caused by any such invasive testing. Purchaser shall indemnify Seller against liability for

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damages to the Property or injuries caused by Purchaser’s activities pursuant to this paragraph 6(b). Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not have the right to undertake any environmental studies or testing beyond the scope of a standard “Phase I Environmental Assessment” without the prior written consent of Seller. Seller or its representative shall have the right to be present at the time of any review of the Property or any meeting with a tenant at the Property or with government officials on matters relating to the Property.

          (c)          Not fewer than five (5) days before the expiration of the Inspection Period, Seller shall use reasonable efforts to deliver or cause to be delivered to Purchaser estoppel certificates (the “Estoppel Certificates”) in a form acceptable to Purchaser and Purchaser’s lender, executed by The Industrial Development Board of the City of Huntsville as Lessor and by The Boeing Company as the lessee of the Land and Improvements. If Seller does not timely deliver to Purchaser the Estoppel Certificate signed by The Industrial Development Board of the City of Huntsville or The Boeing Company, then the Inspection Period shall automatically be extended for fifteen (15) days, whereupon Seller authorizes and consents to Purchaser’s direct contact with The Industrial Development Board of the City of Huntsville and/or The Boeing Company for the purpose of obtaining the Estoppel Certificates.

          (d)          If requested by Purchaser’s lender, within three (3) business days after Seller receives from Purchaser the form of Subordination, Non-Disturbance, and Attornment Agreement (the “Subordination Agreement”) which Purchaser and Purchaser’s lender agree upon, Seller shall use reasonable efforts to deliver a Subordination Agreement to The Boeing Company, requesting The Boeing Company to sign and return the Subordination Agreement within ten (10) days thereafter. Promptly upon Seller’s receipt of a signed Subordination Agreement, Seller shall deliver a copy of same to Purchaser. If Seller is unable to secure a Subordination Agreement from The Boeing Company not fewer than fifteen (15) days before the Closing Date, Seller shall so notify Purchaser, whereupon, Seller authorizes and consents to Purchaser’s direct contact with The Boeing Company for the purpose of obtaining the Subordination Agreement. Seller shall use reasonable efforts to obtain the written consent of The Industrial Development Board of the City of Huntsville to the assignment of the IDB lease to Purchaser and subordination agreements that Purchaser, or its lender, may reasonably request.

          (e)          If Purchaser decides, for any reason, in Purchaser’s sole discretion, not to purchase the Property, Purchaser must so notify Seller in writing prior to the expiration of the Inspection Period, and such notification shall constitute a termination of this Agreement pursuant to the provisions of Section 16(a) hereof.  In such event, the Initial Earnest Money, together with any interest earned thereon, shall be immediately paid over to Purchaser.

          Section 7.  Covenants and Agreements by Seller; Conditions to Closing.

          (a)          Seller covenants and agrees that, from and after the Effective Date, Seller shall:

             (i)          not modify; the IDB Lease or the Boeing Lease except for proposed amendments previously disclosed by the Seller to the Purchaser;

             (ii)         keep or cause to keep in full force and effect all existing fire, extended coverage, casualty, liability, rent loss, and other insurance policies which are presently in effect with respect to any portion of the Property;

             (iii)        promptly perform Seller’s obligations pursuant to the IDB Lease and the Boeing Lease,  and all instruments, documents, and other writings related to any portion of the Property, including, without limitation, all deeds of trust, security agreements, loan agreements, assignments, and other writings evidencing, securing, or pertaining to any indebtedness secured in whole or in part by any portion of or interest in the Property;

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             (iv)         unless required by any governmental authority, not enter into, record, or consent to any easement, encumbrance, lien, subdivision plat, option, covenant, license, permit, agreement, change in zoning classification, or other matter with respect to any portion of the Property; and

             (v)          not cause, consent to, or permit any action to be taken which could result in any of the representations or warranties made by Seller in this Agreement to be false or misleading in whole or in part on or as of the Closing Date. Seller shall promptly notify Purchaser of the occurrence of any event or condition which causes a change in the facts related to any of Seller’s representations or warranties made in this Agreement.

          (b)          Notwithstanding any other provisions of this Agreement, Purchaser’s obligation to consummate the transaction contemplated in this Agreement is subject to and conditioned upon each of the following conditions being satisfied at the expiration of the Inspection Period and thereafter through the Closing Date:

             (i)          Seller must have timely performed and complied with all obligations, covenants, and agreements which are to be performed or complied with by Seller on or before the Closing Date pursuant to the provisions of this Agreement;

             (ii)         all of Seller’s representations and warranties must have been true, complete, and accurate when made and must be true, complete, and accurate on the Closing Date; and

             (iii)        Seller must be ready, willing and able to deliver warranty deed conveying Improvements in form acceptable to Purchaser and Title Company and the Title Company must be ready, willing, and able to issue to Purchaser the Title Policy (as herein defined).

          (c)          If any condition to Purchaser’s obligations pursuant to this Agreement is not satisfied on or prior to the Closing Date, or waived in writing by Purchaser, then Purchaser may terminate this Agreement in accordance with the provisions of Section 16(a) hereof. The conditions set forth in Section 7(b) hereof are for the benefit of Purchaser and may be waived only by Purchaser. Seller shall not act in any manner so as to cause any of the conditions to fail.

          (d)          Notwithstanding any other provisions of this Agreement, Seller’s obligation to consummate the transaction contemplated in this Agreement is subject to and conditioned upon each of the following conditions:

             (i)          Purchaser must have timely performed and complied with all obligations, covenants, and agreements which are to be performed or complied with by Purchaser on or before the Closing Date pursuant to the provisions of this Agreement; and

             (ii)         all of Purchaser’s representations and warranties must have been true, complete, and accurate when made and must be true, complete, and accurate on the Closing Date.

          (e)          If any condition to Seller’s obligations pursuant to this Agreement is not satisfied on or prior to the Closing Date, or waived in writing by Seller, then Seller may terminate this Agreement in accordance with the provisions of Section 16(a) hereof. The conditions set forth in Section 7(d) hereof are for the benefit of Seller and may be waived only by Seller. Purchaser shall not act in any manner so as to cause any of the conditions to fail.

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          Section 8.  Representations and Warranties by Purchaser.

          As an inducement to Seller to enter into this Agreement and to sell the Property, with the intention that Seller rely on Purchaser’s representations and warranties set forth herein, and that Purchaser’s representations and warranties herein survive the Closing (whether or not contained in any document delivered at the Closing), Purchaser represents and warrants to Seller as of the Effective Date, as of the Closing Date, and at all times between the Effective Date and the Closing Date that, subject to the provisions of Section 16(a) hereof, Purchaser is duly organized, validly existing, and in good standing under the laws of the state of its organization; Purchaser has all requisite power and authority, has taken all actions required by its organizational documents and applicable law, and has obtained all necessary consents, to execute and deliver this Agreement and to perform Purchaser’s undertakings pursuant to this Agreement; neither the execution of this Agreement, nor the consummation by Purchaser of the transactions contemplated hereby (a) conflicts with, results in a breach of the terms, conditions, or provisions of, constitutes a default under, or results in a termination of, any trust, agreement, or instrument to which Purchaser is a party or by which Purchaser is bound; (b) violates any restriction to which Purchaser is subject; (c) constitutes a violation of any code, resolution, law, statute, regulation, ordinance, judgment, rule, decree, order, agreement, organizational document, operating agreement or bylaw applicable to Purchaser; or (d) results in the creation of any lien, charge, or encumbrance upon any portion of the Property. This Agreement is the legal, valid, and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms.

          Section 9.  Representations and Warranties by Seller.

          As an inducement to Purchaser to enter into this Agreement and to purchase the Property, with the intention that Purchaser rely on Seller’s representations and warranties set forth herein and that Seller’s representations and warranties herein survive the Closing (whether or not contained in any document delivered at Closing), Seller continuously represents and warrants to Purchaser as of the Effective Date, as of the Closing Date, and at all times between the Effective Date and the Closing Date as follows:

          (a)          Seller is a Delaware corporation, duly organized, validly existing, and in good standing under the laws of the state of its organization and is qualified to transact business in the state of Alabama; Seller has all requisite power and authority, has taken all actions required by its organizational documents and applicable law, and has obtained all necessary consents, to execute and deliver this Agreement, to perform Seller’s undertakings pursuant to this Agreement, and to consummate the transactions contemplated in this Agreement; neither the execution of this Agreement nor the consummation by Seller of the transactions contemplated hereby (i) conflicts with, results in a breach of the terms, conditions, or provisions of, constitutes a default under, or results in a termination of, any trust, agreement, or instrument to which Seller is a party or by which Seller is bound (other than any mortgage financing to be paid off at Closing); (ii) violates any restriction to which Seller is subject; (iii) constitutes a violation of any code, resolution, law, statute, regulation, ordinance, judgment, rule, decree, order, agreement, organizational document, operating agreement, or bylaw applicable to Seller or any portion of the Property; or (iv) results in the creation of any lien, charge, or encumbrance upon any portion of the Property. Seller is not a “foreign person” as defined in Section 1445(f)(3) of the Internal Revenue Code. This Agreement is the legal, valid, and binding agreement of Seller, enforceable against Seller in accordance with its terms;

          (b)          There are no actions, suits or proceedings pending or, to Seller’s knowledge, threatened against, by or affecting Seller which affect title to the Property or which question the validity or enforceability of the Agreement or of any action taken by Seller under this Agreement, in any court or before any governmental authority, domestic or foreign.

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          (c)          To Seller’s actual knowledge, there are no pending, threatened or contemplated actions (including without limitation condemnation, environmental claims or investigations, or claims of involuntary liens) involving all or any portion of the Property; nor to Seller’s knowledge is there any existing, proposed or contemplated plan to widen, modify or realign any public rights-of-way located adjacent to any portion of the Property.

          (d)          Seller has not entered into any lease (other than the Boeing Lease or IDB Lease) or other agreement for the use, occupancy or possession of the Property which is presently in force with respect to all or any portion of the Property.

          (e)          Seller has not entered into any management, maintenance, service or other contracts with respect to the Property other than those, if any, set out on Exhibit “B” attached hereto. Except as set forth on Exhibit “B” all such contracts, if any, are terminable upon no more than thirty (30) days notice. Upon written notice from Purchaser given no later than thirty (30) days prior to the Closing Date, Seller agrees to terminate as of the Closing Date any of the Service Agreements which Purchaser specifically elects in such written notice not to assume.

          (f)          Seller does hereby warrant and represent to Purchaser that:

                       (i)          Except to the extent that the same may have been located on or may have constituted apart of the Property on the date Seller purchased the Property from its previous owner, no Hazardous Materials (hereinafter defined) have been, are, or will be prior to the Settlement Date, contained in, treated, stored, handled, located on, discharged from, or disposed of on, or constitute a part of , the Property, except in accordance with all applicable laws. As used herein, the term “Hazardous Material” shall include without limitation, any asbestos, urea formaldehyde foam insulation, flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related or unrelated substances or materials defined, regulated, controlled, limited or prohibited in the Comprehensive Environmental Response Compensation and Liability Act of 1980 (CERCLA), as amended (42 U.S.C. Sections 9601, et seq.), the hazardous Materials Transportation Act, as amended(49 U.S.C. Sections 1801, et seq.), the Resource Conservation and Recovery Act (RCRA), as amended (43 U.S.C. Section 6901, et seq.), the Clean Water Act, as amended (33 U.S.C. Sections 1251 et seq.), the Clean Air Act, as amended (42 U.S.C. Sections 7401, et seq.), the Toxic Substances Control Act, as amended (15 U.S.C. Sections 2601, et seq), and in the rules and regulations adopted and publications promulgated pursuant thereto to and in the rules and regulations of the Occupational Safety and Health Administration (OSHA) pertaining to occupational exposure to asbestos, as amended, or in any other federal, state or local environmental law, ordinance, rule ,or regulation now or hereafter in effect;

                       (ii)         No underground storage tanks, whether in use or not in use, are located in, on or under any part of the Property;

                       (iii)        All of the Property complies and will through the Closing Date comply in all respects with applicable environmental laws, rules, regulations, and court or administrative order;

                       (iv)         There are no pending claims or threats of claims by private or governmental or administrative authorities relating to environmental impairment, conditions, or regulatory requirements with respect to the Property; and

                       (v)          Seller shall give immediate oral and written notice to Purchaser of its receipt of any notice of a violation of any law, rule or regulation covered by this paragraph, or of any notice of other claim relating to the environmental condition of the Property, or of its discovery of any matter which would make the representation, warranties and/or covenants herein to be inaccurate or misleading in any respect.

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                    (g)          EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER DOES NOT, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, AND SELLER SHALL NOT, BY THE EXECUTION AND DELIVERY OF ANY DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION WITH CLOSING, MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER, WITH RESPECT TO THE PROPERTY, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES, AND SHALL MAKE, NO EXPRESS OR IMPLIED WARRANTY AS TO MATTERS  OF ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, LAWS, RULES, REGULATIONS, ORDERS AND REQUIREMENTS PERTAINING TO THE USE, HANDLING, GENERATION, TREATMENT, STORAGE OR DISPOSAL OF ANY TOXIC OR HAZARDOUS WASTE OR TOXIC, HAZARDOUS OR REGULATED SUBSTANCE), VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, (HEREINAFTER COLLECTIVELY CALLED THE “DISCLAIMED MATTERS”.  PURCHASER AGREES THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE WARRANTY DEED CONVEYING THE IMPROVEMENTS, WITH RESPECT TO THE PROPERTY, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER SHALL SELL AND CONVEY TO PURCHASER, AND PURCHASER SHALL ACCEPT, THE PROPERTY “AS IS,” “WHERE IS,” AND WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER OR ANY THIRD PARTY.

          Section 10.  Closing.

          (a)          The consummation of the transaction contemplated in this Agreement (the “Closing”) shall occur on or before 10:00 a.m., on December 23, 2005, (the “Closing Date”), in the offices of the Title Company at 200 West Side Square, Suite 5000, Huntsville, Alabama  35801.

          (b)          Seller’s Deliveries: On or before the Closing Date, Seller shall execute, swear to, acknowledge, and deliver or cause to be delivered in escrow to the Title Company the following documents, each in form satisfactory to Purchasers:

             (i)          an Assignment and Assumption of Lease (the “IDB Lease Assignment”), pursuant to which (A) Seller assigns and conveys to Purchaser Seller’s interest as lessee under the IDB Lease,  and (B) Purchaser assumes all obligations of Seller as lessee pursuant to the IDB Lease which arise after the Closing Date;

             (ii)         a Warranty Deed conveying all of Seller’s right, title and interest in the Improvements;

             (iii)        an Assignment (the “Assignment”) assigning and transferring to Purchaser all warranties, guarantees and contracts relating to the construction or repair of the Property to the extent assignable and owned by Seller;

             (iv)         an Assignment and Assumption of Lease (the “Boeing Lease Assignment”), pursuant to which (A) Seller assigns and conveys to Purchaser all of Seller’s rights as landlord under the Boeing Lease and (B) Purchaser assumes all obligations of Seller as landlord pursuant to the Boeing Lease which  arise after the Closing Date.

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             (v)          a Certificate of Representations (the “Certificate”), restating Seller’s representations and warranties herein and certifying that all such representations and warranties are true, correct, and complete as of the Closing Date;

             (vi)         such instruments, documents, affidavits, and other writings, if any, as the Title Company may require in order to issue to Purchaser the Title Policy without exception for choate or inchoate mechanic’s or materialman’s liens or parties in possession (other than Tenants identified in the Closing Rent Roll);

             (vii)        if not previously delivered to Purchaser during the Inspection Period, all original leases, permits (to the extent in Seller’s possession), Estoppel Certificates, and Subordination Agreements;

             (viii)       keys to all locks in the Improvements, properly tagged for identification, and all other keys related to the Property in Seller’s possession;

             (ix)         evidence reasonably satisfactory to Purchaser and the Title Company that the person(s) executing this Agreement and any other documents with respect to the transaction contemplated by this Agreement on behalf of Seller has full right, power, and authority to do so;

             (x)          a Settlement Statement (“Seller’s Settlement Statement”) prepared by the Title Company and dated as of the Closing Date, setting forth all items of credit and debit with respect to Seller’s transaction contemplated in this Agreement, in form and substance approved by Seller;

             (xi)         an Owner’s Policy of Title Insurance (the “Title Policy”) dated the Closing Date, issued by the Title Underwriter through the Title Company (ALTA 1992 Policy Form), naming Purchaser as the insured owner of the Land and the Improvements in the amount of the Purchase Price, subject to no exceptions other than the Permitted Exceptions, the right of the current tenants; and

             (xii)        any and all other documents, including but not limited to an Owner’s Affidavit, reasonably required by Purchaser or the Title Company to consummate the Closing.

          Consummation of the Closing and the payment of the Purchase Price shall be deemed to be conclusive satisfaction of Seller’s Deliveries.

          (c)          Purchaser’s Deliveries: Provided the conditions to Purchaser’s obligations set forth in Section 7(b) hereof have been satisfied by Seller or waived in writing by Purchaser, on or before the Closing Date Purchaser shall execute, acknowledge, and deliver or cause to be delivered in escrow to the Title Company the following:

             (i)          the cash portion of the Purchase Price, together with such additional sum, if any, as is necessary to pay Purchaser’s Closing costs as set forth in Section 11(a) hereof, in the form of good funds wire transferred to the Title Company and available for disbursement by the Title Company on the Closing Date;

             (ii)         Intentionally left blank.

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             (iii)        Intentionally left blank;

             (iv)        the IDB Lease Assignment (if applicable) and the Boeing Lease Assignment:

             (v)         two (2) counterparts of the Assignment;

             (vi)        evidence reasonably satisfactory to Seller and the Title Company that the person(s) executing this Agreement and any other documents with respect to the transaction contemplated by this Agreement on behalf of Purchaser has full right, power, and authority to do so;

             (vii)       a Settlement Statement (“Purchaser’s Settlement Statement”) prepared by the Title Company and dated as of the Closing Date, setting forth all items of credit and debit with respect to Purchaser’s transaction contemplated in this Agreement, in form and substance approved by Purchaser;

             (viii)      any and all other documents reasonably required by Seller or the Title Company to consummate the Closing.

          Section 11.   Closing Costs; Possession.

          (a)          Purchaser’s Closing Costs. At the Closing, Purchaser shall pay each and all of the following Closing costs:

             (i)          Purchaser’s proportionate share of the items prorated pursuant to Section 12 hereof;

             (ii)         Purchaser’s attorney’s fees incurred in drafting and negotiating this Agreement, in reviewing the Land Documents, the Operational Documents, the Estoppel Certificate, and the Subordination Agreement, and in closing the transaction contemplated in this Agreement; and

             (iii)        all points and expenses of every kind and nature in connection with Purchaser’s purchase of the Property and financing of any portion of the Purchase Price, including, without limitation, all Title Insurance premiums (owner’s and mortgagee’s) and the cost of the survey.

          (b)          Seller’s Closing Costs. At the Closing, Seller shall pay each and all of the following Closing costs:

             (i)          Seller’s attorney’s fees incurred in drafting and negotiating this Agreement, the assignments and in closing the transaction contemplated in this Agreement;

             (ii)         All transfer taxes and recording fees; and

             (iii)        Seller’s proportionate share of the items prorated pursuant to Section 12 hereof.

          (c)          Upon completion of the Closing, Seller shall deliver possession of the Property to Purchaser subject only to the Permitted Exceptions and the rights of tenants currently occupying the Property, and any matters specifically set out in this Agreement.

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          Section 12.  Prorations and Credits.

          (a)          At the Closing, all rents due under the IDB Lease (if applicable) and the Boeing Lease shall be prorated through escrow as of 11:59 p.m. CST on the Closing Date (the “Proration Date”). Seller shall be charged for and credited with all prorated items up to and including the Proration Date and Purchaser shall be charged for and credited with all of same after the Proration Date. In the event any amount to be prorated is unknown at the Closing, Purchaser’s best estimate of the amount therefor shall be used at the Closing, and thereafter, the Parties shall adjust such prorations within ten (10) days after receipt of notice, accompanied by copies of the statement(s) or invoice(s) therefor, from the Party receiving same. The Parties shall undertake a final accounting (and appropriate payments shall be made pursuant thereto) for all prorated items within forty-five (45) days after the Closing Date. The provisions of this Section 12(a) survive the Closing.

          (b)          Ad valorem taxes, maintenance fees, and assessments with respect to the Property for the tax year in which the Closing occurs and which are paid by Seller, if any, shall be prorated as of the Closing Date. 

          (c)          All costs and expenses of operating the Property paid by Seller, if any, shall be determined by mutual agreement of the Parties as of the Proration Date and paid by Seller.

          (d)          Charges for utility service to the Property (including, without limitation, water, wastewater, telephone, gas, and electricity) are paid by The Boeing Company and shall not be prorated.  Seller shall not do anything to cause such utility service to be terminated.

          (e)          At the Closing Buyer shall receive a credit of $1,200,000 for the HVAC Allowance and the Additional Amount under the Boeing Lease.

          Section 13.  Notices.

          Any notice, notification, instrument, document, or information (collectively, a “Notice”) which is required, provided, or permitted to be sent, furnished, or delivered pursuant to the provisions of this Agreement must be in writing and must be mailed (postage prepaid, United States Postal Service Certified Mail, Return Receipt Requested), delivered (by a nationally recognized delivery service such as Federal Express or UPS), or telecopied or sent by electronic mail to the addressee as follows:

if to Purchaser, to:	Corcoran Capital LLC
	500 Wilson Pike Circle, Suite 228
	Brentwood, TN  37027
	Attention:  Tom Corcoran
	Telephone number: (615) 386-9242
	Fax Number:  (615) 298-5974
	Email:  tcorcoran@corcoranmaddox.com
with a copy to:	Miller & Martin PLLC
	1200 One Nashville Place
	150 Fourth Avenue North
	Attention:  Robert M. Holland, Jr.
	Telephone number: (615) 244-9270
	Fax number: (615) 256-8197
	Email:  rholland@millermartin.com

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if to Seller, to:	Verilink Corporation
	11551 E. Arapahoe Rd., Suite 150
	Centennial, CO 80112-3233
	Attention: Vice President & CFO
	Telephone number: 303.968.3012
	Fax number: 303.968.3095
with a copy to:	Lanier Ford Shaver & Payne P.C.
	200 West Side Square, Suite 5000
	Huntsville, Alabama  35801
	Attention: Paul B. Seeley
	Telephone number: 256.535.1100
	Fax number: 256.533.9322

or to such other telecopier number or address within the continental United States of which any addressee shall notify each other addressee. Provided the sender of a Notice sent by facsimile or electronic mail receives, before 5:00 p.m. CST on any business day, electronic confirmation of receipt of such Notice by the addressee(s), such Notice shall be effective and deemed received by the addressee(s) on such date; if the electronic confirmation of receipt is received by the sender of a Notice after 5:00 p.m. CT on any business day, the Notice shall be effective and deemed received by the addressee(s) on the next business day. Notwithstanding the immediately preceding sentence, provided a Notice is received prior to 5:00 p.m. CT on any business day, such Notice shall be effective as of the date actually received by an addressee, however addressed or delivered. Any Notice sent, furnished, or delivered by a Party’s counsel shall be as effective as if sent, furnished, or delivered by such Party.

          Section 14.  Brokers; Commission.

          Each Party represents and warrants to the other that no real estate broker, agent, salesperson, or consultant has been used, consulted, or retained by such Party in connection with this Agreement or the Property except for Colonial Properties Trust (“Broker”). Seller shall pay Broker a real estate commission at Closing an amount to be determined pursuant to separate commission agreements between Seller and Broker. Each Party agrees to indemnify the other Party against all liability for all compensation, commissions, finder’s, and other fees (including reasonable attorney’s fees and costs of court) attributable to this Agreement or the Property which are alleged to be due by the authorization or on account of the actions of the indemnifying Party, other than the commissions to be paid by Seller to Broker as provided by this Section 14. The provisions of this Section 14 survive the Closing or any termination of this Agreement.

          Section 15.  Assignment.

          Without the prior written consent of the other Party, neither Party shall assign this Agreement or any of its duties, obligations, undertakings, agreement, rights, or remedies pursuant to this Agreement, except that Purchaser may without Seller’s consent assign this Agreement to an entity owned or controlled by Purchaser or the principals thereof.

          Section 16.  Remedies.

          (a)          Elections to Terminate: In the event (i) Purchaser timely terminates this Agreement pursuant to Sections 5(b)(ii), 6(e), 7(c), 16(c), 17(d), 18(b), or any other provision of this Agreement which allows Purchaser to terminate this Agreement; or (ii) Seller timely terminates this Agreement pursuant to the provisions of Section 7(e) hereof, or any other provision of this Agreement which allows Seller to terminate this Agreement, then, in any of such events, the termination of this Agreement is effective as of the date the non-terminating Party

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receives the terminating Party’s Notice of termination. Upon any such termination of this Agreement, neither Party has any further rights, duties, or obligations hereunder; each Party shall execute and deliver to the other Party the release of this Agreement described in Section 16(d) hereof. The provisions of this Section 16(a) survive any termination of this Agreement.

          (b)          Purchaser Defaults: In the event (i) of the existence of any uncured default by Purchaser hereunder; or (ii) Purchaser does not purchase the Property on the Closing Date for any reason other than (A) the prior termination of this Agreement pursuant to the provisions hereof, (B)  the existence of any unsatisfied condition to Purchaser’s obligations hereunder; or (C) the existence of an uncured default by Seller hereunder; then, at such time or at any time thereafter, as Seller’s sole and exclusive remedy for any such default or event, Seller is entitled (but not required) to terminate this Agreement by notifying Purchaser thereof. Upon Seller’s termination of this Agreement pursuant to this Section 16(b), neither Party has any further rights, duties, or obligations hereunder, except for any indemnification obligations contained herein. The Parties have agreed that Seller’s actual damages in the event of a default by Purchaser would be extremely difficult or impractical to determine. Therefore, the Parties acknowledge that Fifty Thousand Dollars ($50,000.00) has been agreed upon, after negotiation, as the Parties’ reasonable estimate of Seller’s damages and, except as provided in the next sentence, as Seller’s exclusive remedy against Purchaser in the event of any default by Purchaser in Purchaser’s obligations pursuant to this Agreement. In addition to such liquidated damages, Seller shall be entitled to enforce Seller’s remedies under any indemnification contained in this Agreement and to collect any attorneys’ fees and other costs incurred in enforcing the provisions of this Section 16(b). The provisions of this Section 16(b) shall survive any termination of this Agreement.

          (c)          Seller Defaults: If Seller fails or refuses to timely perform any of Seller’s agreements, undertakings, or obligations under this Agreement or otherwise defaults hereunder, then Purchaser is entitled to a full refund of the Escrow Deposit and to exercise the remedies provided to Purchaser herein. The Parties have agreed that Purchaser’s damages in the event of a default by Seller will be limited to the greater of (i) Fifty Thousand Dollars ($50,000.00), or (ii) Purchaser’s actual documented reasonable expenses incurred in connection with its efforts to purchase the Property. In addition to such damages, Purchaser shall be entitled to enforce Purchaser’s remedies under any indemnification contained in this Agreement and to collect any attorneys’ fees and other costs incurred in enforcing the provisions of this Section 16(c). The provisions of this Section 16(c) survive any termination of this Agreement.

          (d)          Releases: In the event of a termination of this Agreement by either Party, subject to the provisions of this Agreement which survive any such termination, (i) Purchaser shall immediately execute, acknowledge, and deliver to Seller a release of Seller and all duties, obligations, undertakings, agreements, and liabilities of Seller to Purchaser pursuant to this Agreement or otherwise relating to the Property; and (ii) Seller shall immediately execute, acknowledge, and deliver to Purchaser a release of Purchaser and all duties, obligations, undertakings, agreements, and liabilities of Purchaser to Seller pursuant to this Agreement or otherwise relating to the Property. The provisions of this Section 16(d) survive any termination of this Agreement.

          Section 17.  Damage or Destruction to the Property.

          (a)          Seller bears the risk of loss or damage to the Property until Seller has delivered possession of the Property to Purchaser pursuant to Section 11(c) hereof. Thereafter, Purchaser bears the risk of loss.

          (b)          Any loss, damage, or destruction to the Property after the Effective Date is a “Casualty”. Seller shall notify Purchaser of any Casualty within two (2) days after the Casualty and shall provide Purchaser with copies of Seller’s insurance policies and correspondence with respect to such Casualty. A Casualty is “substantial” if the cost of restoring, replacing, and/or repairing such loss, damage, or destruction to the Property exceeds One Hundred Thousand Dollars ($100,000.00).

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          (c)          In the event of a Casualty which is not “substantial”, before the Closing, Seller shall fully repair the Casualty by causing the improvements and/or personal property to be restored and/or replaced to the condition in which they existed immediately prior to the Casualty. If Seller is unable, in the exercise of Seller’s best efforts and due diligence, to fully repair the Casualty prior to the Closing, at Purchaser’s option, Purchaser may (i) extend the Closing Date to allow Seller sufficient time to fully repair the Casualty; or (ii) without extending the Closing Date, accept the Property in its condition on the Closing Date and receive a credit through escrow against the Purchase Price in an amount equal to the reasonable cost to fully complete the repair, replacement, and restoration of the Property to its condition prior to the Casualty, in which event, Seller shall be entitled to receive and retain all insurance proceeds with respect to the Casualty.

          (d)          In the event of a Casualty which is “substantial”, by Notice to Seller within twenty (20) days after Purchaser receives Seller’s Notice of the Casualty, Purchaser may terminate this Agreement in accordance with the provisions of Section 16(a) hereof. If Purchaser does not terminate this Agreement in accordance with the preceding sentence or as otherwise provided in this Agreement, at the Closing, Purchaser shall accept the Property in its then current condition, and shall receive a credit against the Purchase Price in an amount equal to the insurance proceeds paid to Seller as a result of such casualty, in which event, Seller shall be entitled to receive and retain all insurance proceeds with respect to the Casualty.

          Section 18.  Condemnation of the Property.

          (a)          Any proceeding seeking the use or taking of any portion of or interest in the Property is a “Taking”.  Seller shall notify Purchaser of a Taking within two (2) days after the commencement thereof. 

          (b)          Within twenty (20) days after Purchaser receives Seller’s Notice of a Taking, Purchaser may terminate this Agreement in accordance with the provisions of Section 16(a) hereof. If Purchaser does not terminate this Agreement in accordance with the preceding sentence or as otherwise provided in this Agreement, at the Closing, Purchaser shall accept the Property subject to the Taking in its then current condition, and shall receive a credit against the Purchase Price in the amount of all awards, damages, and compensation payable on account of such Taking. In such event, Seller shall be entitled to all condemnation awards payable with respect to the Property.

          Section 19.  Indemnity by a Party.

          (a)          When a Party agrees to indemnify the other Party in this Agreement, at the sole cost and expense of the indemnifying Party, the indemnifying Party shall indemnify, keep indemnified, defend, and hold the indemnified Party, and the directors, partners, members, shareholders, employees, agents, attorneys, heirs, legal representatives, successors, and assigns of the indemnified Party, harmless from and against any and all claims, demands, actions, causes of action, damages, losses, liabilities, fees (including attorney’s fees), costs (including costs of court), and expenses in any way or manner attributable to any action, conduct, omission, or failure to act by the indemnifying Party, or any director, partner, member, shareholder, employee, agent, attorney, independent contractor, licensee, invitee, or other person or entity acting or allegedly acting for or on behalf of the indemnifying Party, with respect to the matter(s) being indemnified against.

          (b)          Seller shall indemnify Purchaser against liability with respect to the following matters, to the extent the same occurred prior to the Closing Date: (i) third party claims for death, personal injuries, and/or damage to personal property suffered at the Property; (ii) the cost of work or services performed at or in connection with the Property; and (iii) the cost of goods or materials ordered for or delivered to the Property.  Notwithstanding anything to the contrary contained in this paragraph 19(b), Purchaser shall first avail itself of any

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indemnification remedies available to it under the Boeing Lease before proceeding with any indemnification claim against Seller pursuant to this paragraph, and to the extent Purchaser is made whole under any indemnification claim pursuant to the Boeing Lease, the indemnities under this paragraph against Seller shall not apply; provided, however, that to the extent Purchaser is not made whole for any reason on any such indemnification claim under the Boeing Lease, it may proceed against Seller under this paragraph 19(b).

          (c)          Purchaser shall indemnify Seller against liability with respect to the following matters, to the extent the same first occur after the Closing Date; (i) third party claims for death, personal injuries and/or damage to personal property suffered at the Property; (ii) the cost of work or services performed at or in connection with the Property; and (iii) the costs of goods or materials ordered for or delivered to the Property.

          Section 20.  Tax Free Exchange.

          If either Party (the “Notifying Party”) notifies the other Party (the “Other Party”) prior to the Closing Date that the Notifying Party wishes to attempt to effectuate a “tax-free” exchange pursuant to Section 1031 of the Internal Revenue Code in connection with the transaction contemplated in this Agreement, the Other Party shall cooperate with the Notifying Party, at no cost, expense, or liability to the Other Party, in the Notifying Party’s attempt to effectuate such exchange, but the Other Party makes no representations to the Notifying Party that any such exchange shall be treated as “tax-free” by the Internal Revenue Service. The Notifying Party agrees to indemnify the Other Party from all liability with respect to any action which the Notifying Party requests the Other Party to take pursuant to this Section 20, and to reimburse the Other Party for all fees, costs, and expenses (including reasonable attorney’s fees) incurred by the Other Party as a result of the Notifying Party’s election to participate in a Section 1031 exchange. The Other Party shall not be required to hold title to any real estate or other assets in order to cooperate with the Notifying Party’s Section 1031 exchange.

          Section 21.  Miscellaneous Provisions.

          (a)          Entire Agreement. This Agreement contains the entire agreement between the Parties concerning the Property. This Agreement supersedes all prior and contemporaneous oral and written representations, warranties, covenants, and agreements by or between the Parties with respect to the Property.

          (b)          Binding Effect. This Agreement is binding upon, and inures to the benefit of, the Parties and their respective heirs, legal representatives, successors, and assigns. Except for the Parties and their respective heirs, legal representatives, successors, and assigns, no person or entity has any rights or benefits under this Agreement, and no person or entity is a third party beneficiary of this Agreement.

          (c)          Attorney’s Fees. If either Party employs an attorney to enforce or protect such Party’s interests arising under this Agreement or under any other document executed by such Party in connection herewith, the non-prevailing Party in any action or proceeding resulting therefrom shall pay to the prevailing Party all reasonable attorneys’ fees incurred by the prevailing Party in connection therewith.

          (d)          Time is of the Essence. Time is of the essence in the performance of each Party’s respective obligations under this Agreement.

          (e)          Saturday, Sunday, and Legal Holidays; Times. If any date for the performance of any matter pursuant to this Agreement falls on a Saturday, Sunday, or legal holiday observed by the United States Postal Service in the county where the Land is located, then such date shall be extended to the next calendar day that is not a Saturday, Sunday, or such legal holiday (a “business day”). All references herein to a particular time on a particular date refer to the local time (daylight or standard) in the city where the Closing is to occur.

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          (f)          Presumption Concerning Interpretation and Construction. Although the first draft of this Agreement was prepared by counsel for Seller, the Parties and their respective counsel have reviewed and participated in the drafting of the final form of this Agreement. Accordingly, in the event of any conflict or ambiguity in the provisions of this Agreement, there shall be no presumption in favor of either Party with respect to the interpretation or construction hereof.

          (g)          Section Headings. The headings of the various Sections in this Agreement are for the convenience of the Parties, do not modify the provisions thereof, and are not to be used in construing or interpreting such provisions.

          (h)          Severability. This Agreement is intended to comply with and be performed in accordance with (and only to the extent permitted by) all applicable laws, statutes, ordinances, rules, regulations, and restrictions.  If any provision of this Agreement is invalid or unenforceable for any reason or to any extent, the remainder of this Agreement is not affected thereby, and each provision of this Agreement is valid and enforced to the fullest extent not prohibited by law. 

          (i)          Waivers; Modifications. No delay on the part of a Party in exercising any right or remedy hereunder operates as a waiver thereof, nor does any specific waiver by a Party of any right or remedy hereunder operate or constitute a waiver of any other right or remedy hereunder, nor does any single or partial waiver or exercise of any right or remedy hereunder preclude any other or further exercise thereof, or the exercise of any other right or remedy hereunder (unless the provisions of this Agreement which establish any such right or remedy provide otherwise). No waiver of any right or remedy hereunder is valid or enforceable unless in writing and signed by the Party against whom such waiver is sought to be enforced. No modification of this Agreement is effective unless in writing, signed by the Parties.

          (j)          Governing Law; Venue. This Agreement has been negotiated, executed, and delivered in the State of Alabama, is intended to be performed in the State of Alabama, and the substantive laws of the State of Alabama (without reference to choice of law principles) govern the interpretation and enforcement of this Agreement.

          (k)          Materiality. Each Party’s representations, warranties, covenants, agreements, waivers, and releases set forth herein are material and have been relied on by the other Party in entering into this Agreement. All representations, warranties, covenants, and agreements (express or implied) of the Parties survive the Closing or a termination of this Agreement.

          (l)          Relationship of Parties. No provision of this Agreement and no act or failure to act of the Parties shall be deemed or construed by any Party, person, entity, or court to create any relationship between the Parties of principal and agent, of partnership, of joint venture, or of any association whatsoever, other than the relationship of a vendor and a vendee. The Parties are not in any fiduciary relationship.

          (m)          Number and Gender of Words. Whenever a word or term is defined or used herein in any number (singular or plural), the same includes and applies to any one or more thereof, and to each thereof, jointly and severally, and words of any gender include each other gender.

          (n)          Counterparts. This Agreement is executed in multiple counterparts, each of which is an original, but all of which, taken together, constitute one and the same document binding upon the Parties, notwithstanding that the Parties are not signatories to the same counterpart. In order to facilitate the transaction contemplated herein, telecopied signatures may be used in place of original signatures on this Agreement. Each Party intends to be bound by such Party’s telecopied signature on the telecopied document, is aware that the other Party is relying on such Party’s telecopied signature, and hereby waives any defenses to the enforcement of this Agreement based on the form of signature.  Immediately following any facsimile transmittal, the Parties shall promptly deliver the original executed document by reputable overnight courier in accordance with the provisions of Section 13 hereof.

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          EXECUTED in multiple original counterparts on the date written below the respective signatures of the Parties.

SELLER:
VERILINK CORPORATION
By:	/s/ Leigh S. Belden
Its:	President and CEO
Date:	November 2, 2005
PURCHASER:
CORCORAN CAPITAL LLC
By:	/s/Thomas F. Corcoran
Its:	Manager
Date:	November 2, 2005

          The Title Company acknowledges receipt of an executed copy of this Agreement. Subject to further escrow instructions mutually agreeable to the Parties and the Title Company, the Title Company agrees to hold and disburse the Escrow Deposit and all other funds received by the Title Company in accordance with the provisions of this Agreement. The Title Company will immediately deliver to each of Seller’s counsel and Purchaser’s counsel one (1) original counterpart of this Agreement executed by the Parties and the Title Company.

FIRST AMERICAN TITLE INSURANCE COMPANY
By:	/s/ Paul B. Seeley
	Paul B. Seeley, its agent
Date:	November 4, 2005

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