PURCHASE AND SALE AGREEMENT

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 ”):

          (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:

          (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:

          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:

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          (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:

          (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:

          (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