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                                                                   EXHIBIT 10.11

August 2, 1999

Dear John,

I am pleased to offer you a position with InternetConnect, Inc. ("the Company")
as its President and Chief Executive Officer, reporting to the Board of
Directors. You will have responsibility for the management and direction of the
Company. In addition, you will be appointed to the Company's Board of Directors.

During the term of your employment, you shall devote your full time, skill and
attention to your duties and responsibilities and shall perform them
faithfully, diligently and competently. In addition, you shall comply with and
be bound by the operating policies, procedures and practices of the Company in
effect from time to time during your employment. You agree that, during the
term of your employment with the Company, you will not engage in any other
employment, occupation, consulting in other business activity directly related
to the business in which the Company is now involved or becomes involved during
the term of your employment, nor will you engage in any other activities that
conflict with your obligations to the Company. However, nothing shall preclude
you from continuing your existing activities as member of the board of
directors of Hello Direct and Digital Microwave.

Your initial base salary will be $20,833.33 per month. In addition, you will be
eligible to participate in the Company's incentive bonus program. You will work
with the Board to develop the incentive bonus program, including the goals and
objectives to be defined in connection therewith. As a Company employee you are
also eligible to receive medical insurance and other employee benefits
generally available to employees of the Company.

Also, in connection with your employment, the Company will grant you an option
for 3,000,000 shares of Common Stock. Your option shall be issued at an
exercise price per share equal to the value of the Common Stock as determined
by the Board at its first meeting ($0.15/share), and pursuant to the terms and
conditions contained in a stock option agreement which includes the following
terms (i) a forty-eight month vesting period with a six month cliff and (ii)
upon a change of control, these options will vest 50% of the unvested remaining
portion. In addition, if you are involuntarily terminated through job
elimination within six months after a change of control the remainder of your
unvested options will vest.

You should be aware, and acknowledge and agree, that your employment with the
Company is for no specified period of time and constitutes at will employment.
As a result, you are free to resign at any time, for any reason, or for no
reason. Similarly, the Company is free to conclude its employment relationship
with you at any time, for any reason, or for no reason. However, if the Company
elects to terminate its employment relationship with you for any reason other
than breach of your fiduciary duty to the Company or acts of gross negligence
or willful misconduct, you and the Company agree that you will sign a standard
form of settlement and release agreement, and that in consideration therefore
the Company will provide you a settlement of (i) twelve months of additional
vesting and (ii) twelve months' salary and benefits plus a pro rata calculation
of any bonus paid as a lump sum.

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You and ICNT agree with each other that any claim arising out of or relating to
the interpretation of this letter shall be resolved by binding arbitration. You
and ICNT agree to select an arbitor from JAMS (Judicial & Arbitration Mediation
Services). The prevailing party agrees to pay all legal expenses.

As an employee you will have access to certain Company confidential information
and you may, during the course of your employment, develop certain information
or inventions which will be the property of the company. To protect the
interests of the Company, you will need to sign the Company's standard
Confidentiality Agreement as a condition of your employment.

Your start date shall be no later than Monday, September 20, 1999. To indicate
your acceptance of the Company's offer, please sign and date this letter in the
space provided below and return it to me. This letter agreement sets forth the
terms of your employment with the Company, and supersedes any prior
representations or agreements, whether written or oral. This letter agreement
may not be modified or amended except by a written agreement, signed by a duly
authorized officer of the Company and by you.

On Behalf of the Board of Directors,


/s/ [Signature Illegible] (for Bob Hoff)
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Robert A. Hoff


Agreed: /s/ JOHN W. COMBS
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       John W. Combs