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                                                                   EXHIBIT 10.10

                                                      August 10, 1994



Mr. David Grainger
336 Lexington Road
Concord, MA  01742


Dear David:

PictureTel Corporation is pleased to offer you an opportunity to join our
Company as Vice President of World Wide Services reporting directly to me. You
will be compensated for this position at the semi-monthly rate of $6666.67.
(This is equivalent to $160,000 annually based on 24 pay periods.) In this
position you will be eligible to participate in the Management Incentive Program
with a bonus of 0-40% (contingent upon Company and individual performance.) You
will also receive a sign-on bonus in the amount of $30,000 in 1994, payable
within 30 days of your start date, and $20,000 payable in June, 1995.

In addition to your salary, we will recommend to the Compensation Committee of
the Board of Directors your participation in PictureTel's Stock Option Plan. The
option presented for recommendation will be for 30,000 shares. These shares will
vest over a four year period, with the first twenty-five percent of the shares
vesting after one year from the date your option is approved, and the remaining
shares vesting 6.25% quarterly thereafter. Vesting is conditional on your
remaining a full-time employee. Additionally, certain other restrictions may
apply as detailed in the Equity Incentive Plan.

The option price will be determined by the closing price as quoted on the
National Market System of NASDAQ on the date on which the Stock Option Committee
of the Board of Directors approves the option.

Hiring bonus payments are considered forfeit and fully refundable to the Company
if you voluntarily terminate your employment within one year of receipt.

As an employee of PictureTel you will be entitled to participate in our medical
insurance benefit programs. We offer two options: 1. A competitive medical and
dental plan through John Hancock Insurance, or 2. Membership in Harvard
Community Health Plan, a health maintenance organization. You will be
responsible for a portion of the premium cost, with payment arranged through
payroll deductions. A Section 125 reimbursement plan to help with daycare and
unreimbursed medical expenses is available, also through payroll deduction.

In addition, PictureTel provides long term disability, accidental death and
dismemberment, and life insurance coverage (life benefit equal to twice your
annual salary). The premium for the disability and life insurance are paid 100%
by PictureTel.

Finally, we offer a 401(k) Plan and a Tuition Reimbursement Program. You will be
entitled to vacation, holiday and sick days according to PictureTel policy.

If you are terminated by the Company without cause, then you will be entitled to
a continuation of your base salary for six months minus any moneys you owe the
Company at the time of your termination. In addition, if you are unemployed at
the end of the six months immediately following termination, then PictureTel
will pay you one twelfth of the same annualized pre-bonus compensation each
month, minus any moneys earned from consulting or other temporary activities,
until you begin other full employment, or for six months, whichever is less. For
the purpose of this letter, cause shall be defined as limited to conviction of a
felony, willful misconduct or gross negligence in the performance of duties
which results in material harm to PictureTel.

This offer is contingent on your providing proof of eligibility for employment.
On your first day of employment, please bring with you a) a valid U.S. Passport,
or b) a birth certificate and driver's license, or c) an original Social
Security card and driver's license. Orientation is normally scheduled for 8:30
A.M. on Mondays.

I understand you are available to begin your employment with PictureTel on
September 6, 1994, and I look forward to you joining our team. Please indicate
your acceptance of this offer and your anticipated start date by completing and
signing the enclosed copy of this letter, the PictureTel Application for
Employment, and the Proprietary Information and Inventions Agreement. Return all
documents 



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according to the instruction sheet enclosed in this offer package. Feel free to
call if you have any questions.


                                                Very Truly Yours,

                                                /s/ Norman E. Gaut

                                                Norman E. Gaut
                                                President and CEO

ACCEPTED:  /s/ David W. Grainger
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Date:          8/14/94
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Anticipated start Date: 
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