Exhibit 10.65
                                 PROMISSORY NOTE

$150,000

                                                             March 8, 1999
                                                             Fremont, California

For Value Received,  Michael Walley ("Borrower") hereby unconditionally promises
to pay to the order of SSE TELECOM, Inc., a Delaware corporation ("Lender"),  in
lawful money of the United States of America and in immediately available funds,
the  principal sum of One Hundred and Fifty  Thousand  Dollars  ($150,000)  (the
"Loan").

1. Principal  Repayment.  The outstanding  principal amount of the Loan shall be
fully due and payable on March 8, 2000 ("Maturity Date").

2. Accelerated Principal Repayment.

(a)  Borrower  may prepay the  outstanding  principal  amount of the Loan at any
     time before the Maturity Date without penalty.

(b)  In the  event  Borrower's  relationship  with  the  Lender,  whether  as an
     employee,  director  or  consultant,  terminates  for any  reason  prior to
     payment in full of this Note the outstanding  principal shall accelerate in
     full  and such  outstanding  principal  shall  become  immediately  due and
     payable as of the date of the termination of such relationship.

3. Place of  Payment.  All  amounts  payable  hereunder  shall be payable at the
office of Lender, 47823 Westinghouse Drive, Fremont, California,  unless another
place of payment shall be specified in writing by the Lender.

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

(a)  Borrower  fails to pay  timely any or the  principal  amount due under this
     Note on the  date the same  becomes  due and  payable  or  within  five (5)
     business days thereafter.

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

(c)  An involuntary  petition is filed against Borrower (unless such petition is
     dismissed  or  discharged  within  twenty  (20) or  more  days)  under  any
     bankruptcy  statute now or hereafter in effect,  or a custodian,  receiver,
     trustee,  assignee for the benefit of creditors (or other similar official)
     is  appointed  to take  possession,  custody or control of any  property of
     Borrower.

Upon the  occurrence  of an Event of  Default  hereunder,  all  unpaid and other
amounts owing  hereunder,  including all  reasonable  attorneys'  fees and court
costs incurred by the Lender in enforcing this Note shall,  at the option of the
Lender,  and,  in the case of an Event of Default  pursuant to (b) or (c) above,
automatically, be immediately due, payable and collectible by lender pursuant to
applicable law.

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

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

6. Costs.  The holder  hereof  shall be entitled to recover and the  undersigned
agrees to pay when  incurred all costs and expenses of  collection of this Note,
including without limitation, reasonable attorneys' fees.






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

8. Tax.  Borrower  hereby agrees and authorizes  Lender to withhold from payroll
and any other amounts  payable to you, any sums required to satisfy the federal,
state, local, and foreign tax withholding  obligations of the Lender which arise
in connection with your Note. Borrower recognizes that he should confer with the
appropriate tax advisors regarding the reporting of income.

9.  Successors  and  Assigns.  The  provisions  of this Note shall  inure to the
benefit of and be binding on any  successor  to Borrower and shall extend to any
holder hereof.

10  Amendment.  Any term of this Note may be amended or waived  with the written
consent of Borrower and Lender


BORROWER                                              MICHAEL  WALLEY
                                                      /s/ Michael Walley




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