EXHIBIT 10.5


                            CERTIFICATE OF AMENDMENT

                                    OF THE

                         CERTIFICATE OF INCORPORATION

                                       OF

                             VERILINK CORPORATION



The undersigned, Directors of Verilink Corporation, a corporation existing under
the  laws  of the State of Delaware, pursuant to Section 242 and pursuant to the
Orders of the  United  States  Bankruptcy  Court  for  the  Northern District of
Alabama  in  Case Nos. 06-80566 and 06-80567 do hereby certify  and  declare  as
follows:

1.     The amendment to the Certificate of Incorporation of Verilink Corporation
      set forth  below was approved unanimously by the Board of Directors of the
      Corporation effective as of May 1, 2008.

2.     Shareholder  approval  is  not  required  by  virtue of the Orders of the
      Bankruptcy Court Order, a copy of which is attached  as  Exhibit  "A"  and
      incorporated  herewith  as  though  fully set out and the Bankruptcy Court
      having the requisite authority and jurisdiction.


NOW, THEREFORE, BE IT RESOLVED by the Board  of  Directors  that the Articles of
Incorporation  be  and  hereby  are  amended by adding a new last  paragraph  to
Article 4, as follows, to-wit:

                                 AMENDMENT ONE

      Stock Reversal Split.  Effective  as  of  this  1st day of May, 2008
      (the "Effective Date"), each share of the Corporation's common stock
      issued and outstanding immediately prior to the Effective  Date (the
      "Pre-Split Common Stock") shall automatically and without any action
      on  the  part  of  the holder thereof be reclassified as and changed
      (the "Reverse Common  Stock  Split")  into  2581[nd ]of one share of
      common stock (1/2581), a par value of $0.001  per  share (the "Post-
      Split  Common Share"). Each holder of a certificate or  certificates
      which  immediately   prior   to   the   Effective  Date  represented
      outstanding  shares  of  Pre-Split  Common  Stock   (the  "Pre-Split
      Certificates",  whether  one or more) shall be entitled  to  receive
      upon surrender of such Pre-Split  Certificates  to  the Corporations
      Secretary for cancellation, a certificate or certificates (the "Post
      Split Certificates", whether one or more) representing the number of
      whole shares of Post-Split Common Stock formerly represented by such
      Pre-Split  Certificates so surrendered, are classified  pursuant  to
      the terms thereof.  If  more than one Pre-Split Certificate shall be
      surrendered at one time for the account of the same stockholder, the
      number of full shares of Post-Split Common Stock for which the Post-
      Split Certificates shall be issued shall be computed on the basis of
      the  aggregate  number  of  shares   represented  by  the  Pre-Split
      Certificates  so  that  in  which  the  Pre-Split   Certificates  so
      surrendered shall be properly endorsed and otherwise  in proper form
      for  transfer,  and  the person or persons requesting such  exchange
      shall affix any requisite stock transfer tax stamps to the Pre-Split
      Certificates surrendered,  or  provide  funds for their purchase, or
      establish  to the satisfaction of the Corporations'  Secretary  that
      such taxes are  not  payable.  NO FRACTIONAL SHARES SHALL BE ISSUED.
      Any fractional share shall be cancelled.




IN WITNESS WHEREOF, WE HAVE SIGNED THIS CERTIFICATE OF AMENDMENT THIS 1ST DAY OF
MAY, 2008.


VERILINK CORPORATION



James Ditanna, President/Sole Director