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                                                                   EXHIBIT 10.22


                              EMPLOYMENT AGREEMENT

     This Employment Agreement is made and entered into by and between
Telocity, Inc. (the "Company") and Edward J. Hayes, Jr. (the "Employee") on
December 10th, 1999.

1.   POSITION AND DUTIES: The Employee shall be employed by the Company as its
     Executive Vice President and Chief Financial Officer reporting only to the
     Company's Chief Executive Officer (CEO) beginning no later than January
     3rd, 2000 (the "Effective Date"). Employee agrees to devote his full
     business time, energy and skill to his duties at the Company. These duties
     shall include those duties customarily performed by the Chief Financial
     Officer, as well as those duties that may be assigned by the CEO from time
     to time.

2.   TERM OF EMPLOYMENT. The Employee's employment with the Company will be for
     no specified term, and may be terminated by the Employee or the Company at
     any time, for any reason, with or without cause, and neither the Employee
     nor the Company shall have any further obligation or liability whatsoever
     under this Employment Agreement to the other, except as may be
     specifically set forth herein.

3.   COMPENSATION: The Employee shall be compensated by the Company for his
     services as follows:

     A.   Base Salary. The Employee shall be paid a monthly Base Salary of
          $20,833.33 per month ($250,000.00 [Two Hundred and Fifty Thousand
          U.S. Dollars] on an annualized basis), subject to applicable
          withholding, in accordance with the Company's normal payroll
          procedures. The Employee's base salary shall be reviewed on at least
          an annual basis and may be increased as appropriate. In the event of
          such an increase, the new amount shall become the Employee's Base
          Salary.

     B.   Benefits: The Employee shall have the right, on the same basis as
          other members of the Company's senior management, to participate in
          and receive benefits under any of the Company's Employee Benefit
          Plans (broadly structured in Attachment A), as such plans may be
          modified from time to time. The Employee shall be entitled to the
          benefits afforded to other members of senior management under the
          Company's vacation, holiday and business expense reimbursement
          policies. The Employee will be entitled to five (5) weeks vacation.
          To the extent the Employee is unable in the execution of his duties
          and responsibilities to take the allotted (and any previously-
          carried-over) vacation in any given year, the Employee will be
          eligible to roll-over up to five (5) weeks of vacation annually.

     C.   Annual Incentive Bonus: By way of description and not limitation, the
          Employee shall be entitled to the benefits afforded to other members
          of senior management under the Company's Bonus Program (broadly
          structured in Attachment B regarding components based upon company
          performance and individual performance in any given fiscal year). The
          Bonus Program shall be defined within thirty (30) days of the
          Effective Date and which shall, in any case, contain a target bonus
          amount of 50% of the Employee's base salary. The range of this annual
          incentive bonus shall be determined by senior management as it
          formulates the mechanics of the Company's management incentive
          compensation plan.


Edward J. Hayes, Jr. Employment Agreement                                     1

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     D. Hiring Bonus: In order to incent the Employee to join the Company and
        address certain forfeitures, including forfeited stock options, prompted
        by leaving the Employee's current employer, and to reimburse the
        Employee for certain relocation expenses, the Company will provide a
        one-time Hiring Bonus award of $325,000.00 (Three Hundred and
        Twenty-Five Thousand U.S. Dollars), payable within thirty (30) days of
        the Effective Date.

4.   STOCK OPTIONS: The Employee shall be granted the option to purchase 370,000
     (Three Hundred and Seventy Thousand) shares of the Company's Common stock
     (the "Stock Options"), at an exercise price per share equal to the fair
     market value of the Company's Common Stock on the date of grant as
     determined by the Board in its sole discretion. Such grant and
     determination shall be made no later than thirty (30) days after the
     Effective Date. To the extent possible, such Option will be an incentive
     stock option. The Stock Options shall vest monthly at the rate of 1/48 per
     month; however there shall be a twelve (12) month cliff vesting period,
     upon which the first 1/4th of the Stock Options shall vest. Upon the
     termination of the Employee's employment in accordance with the provision
     of Paragraph 6 below, the Stock Options shall vest as described in such
     provisions. Except as provided herein and in Paragraph 6 below, the Stock
     Options shall be subject to the terms of the Company's Stock Option Plan
     and the Company's standard incentive and non-statutory Stock Option
     Purchase Agreements (the "Standard Agreements" described in Attachment D),
     provided pursuant tot he Company's Stock Option Plan. The Employee will be
     permitted to exercise the option in full prior to vesting in the underlying
     shares, subject to the Company's right to repurchase any unvested shares
     (subject to Paragraph 6 below) at the Employee's original cost upon his
     termination of employment, as provided in the Standard Agreements. In
     addition, the Company shall permit the Employee to pay the option exercise
     price with a full recourse loan (secured by the shares acquired with the
     loan) at the lowest interest rate available to avoid the imposition of
     imputed income under the tax laws to assist the Employee to exercise the
     Stock Options. Such loan shall be repayable upon the earlier of: (i) the
     fifth year anniversary of the Effective Date; (ii) the date six (6) months
     after termination of the Employee's employment for any reason; or (iii) the
     date twelve (12) months after the Employee is first eligible to sell shares
     of the Company's stock that he holds following an initial public offering
     of the Company's shares; provided however that in the event of termination
     of the Employee Without Cause or the employee's Resignation for Good
     Reason, such loan shall be repayable upon the earlier of the events stated
     in clauses (i) or (iii) immediately preceding. Going forward, the Employee
     will be eligible to receive additional Stock Options at amounts and
     exercise prices then prevailing, but consistent with the proportional
     amounts of the original grant vis-a-vis other senior manager's original
     grant allotments.

5.   DEFINITIONS APPLICABLE TO TERMINATIONS: For the purposes of "terminations"
     as described in Paragraph 6, the following definitions shall apply:

     A.  A "Change of Control" is defined as and shall be deemed to have
         occurred if any of the following occurs with respect to the Company
         (except as may occur with a re-incorporation of the Company in Delaware
         in advance of an initial public offering of the Company's stock): (i)
         the direct or indirect sale or exchange in a single or series of
         related transactions by the stockholders of the company of more than
         fifty percent (50%) of the voting stock of the Company; (ii) a merger
         or consolidation in which the Company is not the surviving party; (iii)
         the sale, exchange, or transfer of all or substantially all of the
         assets of the Company; or (iv) a liquidation or dissolution of the
         Company. The re-incorporation of the Company without a


Edward J. Hayes, Jr. Employment Agreement                                    2
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            material change in voting rights of the stockholders of the Company
            shall not be deemed a Change in Control.

      B.    "Good Reason" shall be defined as, and shall be deemed to exist, if
            any of the following conditions occur, provided that such conditions
            persist for fifteen (15) business days after written notice to the
            Board from the Employee and reasonable opportunity for the Company
            to cure: (i) the Company, its successors or assigns decreases the
            Employee's Base Salary; (ii) the Company, its successors or assigns
            makes a material, adverse change in the Employee's title, authority,
            responsibilities or duties, as measured against the Employee's
            title, authority, responsibilities or duties immediately prior to
            such change (provided that the Company or its successor may provide
            an equivalent position); (iii) the Company, its successors or
            assigns requires the relocation of the Employee's work place to a
            location outside the San Francisco Bay Area (i.e., outside Marin
            County, Contra Costa County, Alameda County, San Francisco County,
            San Mateo County or Santa Clara County); (iv) Patti Hart leaves the
            Company for reasons other than "Cause"; (v) covered above (vi) the
            Company, its successors or assigns materially breaches any provision
            of this Employment Agreement; or (vii) the Company fails to obtain
            the assumption of this Employment Agreement by any successor or
            assign of the Company.

      C.    Termination for "Cause" is defined as a termination of the Employee
            based upon: (i) theft of the Company's assets; (ii) falsification of
            any employment applications; (ii) conviction of a felony or
            conviction of a crime involving fraud or dishonesty; or (iii)
            improper and willful disclosure of the Company's confidential or
            proprietary information that could materially harm the Company.

6.    BENEFITS UPON TERMINATION: The Employee agrees that his employment may be
      terminated by the Company at any time, for any reason, with or without
      cause, and he shall be entitled as his sole remedy and compensation only
      the compensation provided, below, in this Section 6. In the event of the
      termination of the Employee's employment by the Company for any reasons
      set forth below, he shall be entitled to the following:

      A.    Termination for "Cause": If the Employee's employment is terminated
            by the Company for "Cause" as described above, the Employee shall be
            entitled to no compensation or benefits from the Company other than
            those under Paragraph 3 earned up until such termination and, in the
            case of the Stock Options under Paragraph 4, shares vested through
            the date of termination.

      B.    Voluntary Resignation: In the event of the Employee's voluntary
            resignation from employment with the Company, other than for Good
            Reason as described above, the Employee shall be entitled to no
            compensation or benefits from the Company other than those under
            Paragraph 3, earned up until such termination and, in the case of
            the Stock Options under Paragraph 4, shares vested through the date
            of his resignation.

      C.    Death or Disability: In the event that the Employee's employment
            terminates as a result of his death or continued disability for
            ninety (90) days ("disability" being defined as the inability to
            perform specifically the essential functions of the Employee's
            position as Chief Financial Officer), the Employee shall be entitled
            to the following as of the date of death or disability.



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          i.   all accrued compensation and benefits earned through such date;

          ii.  the removal of any "cliff date" in calculating the number of
               Stock Options vested upon the date of death or disability.

          iii. an immediate vesting of all Stock Options granted and unvested as
               of the date of death or disability. These Stock Options would be
               then deemed immediately exercisable and remain exercisable for
               the duration of the exercise period originally granted under the
               Company's Stock Option Plan.

     D.   Termination Without Cause and/or Resignation for Good Reason: If the
          Employee's employment is terminated by the Company without Cause, or
          if the Employee resigns as an Employee of the Company for Good Reason
          (provided that the underlying conditions persist for fifteen (15)
          business days after written notice to the Company), then the Employee
          shall be entitled, on such date, to all of the following:

          i.   all accrued compensation, benefits and vesting earned through the
               date of termination or resignation;

          ii.  a lump-sum severance payment equal to twelve months of the
               Employee's base salary and target incentive bonus, less
               applicable withholding, payable immediately.

          iii. the removal of any "cliff date" in calculating the number of
               Stock Options vested upon such date; and

          iv.  The greater of: an immediate six (6) month acceleration in the
               vesting schedule, or fifty percent (50%) of any unvested Stock
               Options, shall be deemed to vest immediately on the date of
               termination or resignation. These vested, and all previously
               vested and unexercised, Stock Options would be then deemed
               immediately exercisable and remain exercisable for the duration
               of the exercise period originally granted under the Company's
               Stock Option Plan.

7.   EMPLOYEE INVENTIONS AND PROPRIETARY RIGHTS ASSIGNMENT AGREEMENT: The
     Employee agrees to abide by the terms and conditions of the Company's
     standard Employee Inventions and Proprietary Rights Assignment Agreement
     (as described in Attachment E).

8.   NON-SOLICITATION: The Employee agrees that for a period of one (1) year
     after the date of the termination of his employment for any reason, he
     shall not, either directly or indirectly; (i) solicit the services, or
     attempt to solicit the services, of any employee of the Company to any
     other person or entity; or (ii) solicit or otherwise encourage any supplier
     or other business contract of the Company to withdraw, curtail or cancel
     their business with the Company.

9.   INDEMNIFICATION: The Company agrees to make the Employee a party to its
     standard form of indemnification agreement (as described in Attachment F)
     as may be signed by the Company's other officers and directors from time to
     time. The Employee will be covered under the Company-provided Directors'
     and Officers' Liability Insurance Policies, which protections shall be
     commensurate with the duties, responsibilities and risks of the Chief
     Financial Officer position.

10.  DISPUTE RESOLUTION: In the event of any dispute or claim relating to or
     arising out of this Employment Agreement (including, but not limited to,
     and claims of breach of contract, wrongful termination or age, sex, race or
     other discrimination), the Employee and the Company agree that all such
     disputes shall be fully and finally resolved by binding arbitration
     conducted by the

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     American Arbitration Association in Santa Clara County, California in
     accordance with its National Employment Dispute Resolution rules, as those
     rules are currently in effect (and not as they may be modified in the
     future). The Employee acknowledges that by accepting this arbitration
     provision he is waiving any right to a jury trial in the event of such
     dispute. Provided, however, that this arbitration provision shall not apply
     to any disputes or claims relating to or arising out of the misuse or
     misappropriation of trade secrets or proprietary information.

11.  ATTORNEY'S FEES: In the event that the Employee must bring action against
     the Company to remedy breaches of the above Agreement, or to enforce any
     right arising out of this Agreement, the following shall apply: (i) if the
     action brought by the Employee fails to win the decision in the
     arbitration, the Company shall not be liable to reimburse any costs
     incurred by the Employee; (ii) if the action brought by the Employee
     prevails in the arbitration, the Company shall be liable to reimburse the
     Employee his incurred attorney's fees, arbitration costs and/or other costs
     associated with the action or actions.

12.  INTERPRETATION: The Employee and the Company agree that this Employment
     Agreement shall be interpreted in accordance with and governed by the laws
     of the State of California.

13.  SUCCESSORS AND ASSIGNS: This Employment Agreement shall inure to the
     benefit of and be binding upon the Company and its successors and assigns.
     In view of the personal nature of the services to be performed under this
     Employment Agreement by the Employee, he shall not have the right to assign
     or transfer any of his rights, obligations or benefits under the Employment
     Agreement, except as otherwise noted herein. This agreement may be assigned
     to the Company's successor without consent of the Employee (understanding
     Change in Control provisions still apply).

14.  ENTIRE AGREEMENT: This Employment Agreement constitutes the entire
     employment agreement between the Employee and the Company regarding the
     terms and conditions of his employment with the Company. To the extent that
     there is any inconsistency between this Employment Agreement and any other
     agreement between The Employee and the Company, the terms of this
     Employment Agreement will govern. This Employment Agreement supersedes all
     prior negotiations, representations or agreements between the Employee and
     the Company, whether written or oral, concerning the Employee's employment
     by the Company.

15.  VALIDITY: If any one or more of the provisions (or any part thereof) of
     this Employment Agreement shall be held invalid, illegal or unenforceable
     in any respect, the validity, legality and enforceability of the remaining
     provisions (or any part thereof) shall not in any way be affected or
     impaired thereby.

16.  MODIFICATION: This Employment Agreement and its Addenda may only be
     modified or amended by a supplemental written agreement signed by the
     Employee and the Company.

17.  COUNTERPARTS: This Employment Agreement may be executed in any number of
     counterparts, each of which shall be an original, but all of which together
     shall constitute one instrument.

IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of
the date and year written below.


Edward J. Hayes, Jr. Employment Agreement

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Date: December 10, 1999                       TELOCITY, INC.

                                              By: Beth S. Hart
                                                  ------------------------
                                              Its:  Pres. - CEO
                                                   -----------------------

Date: December 10, 1999
                                              /S/ EDWARD HAYES
                                              -----------------------------
                                              EMPLOYEE

Attachments



Edward J. Hayes, Jr. Employment Agreement                                     6