30 May 2000

Mr. John C. Lukrich
4037 Bayview Avenue
San Mateo, CA 94403-4309

Dear John,

On behalf of Burst.com,  Inc. (Burst), I am pleased and delighted to confirm the
terms of our agreement for you to join us as an employee.

You will  join  Burst as  Chief  Financial  Officer,  reporting  jointly  to the
President and Chief Executive Officer. It is also anticipated that you will work
three days a week at the Burst office in San  Francisco,  and two days a week at
your home office in San Mateo.

You will start on June 01,  2000.  Your initial base salary will be $200,000 per
annum. Your base salary will be reviewed annually by the Compensation  Committee
of the Board of Directors.

In  addition  to your base  salary,  you and your  family  will  receive all the
benefits accorded to other executive employees,  including the medical,  dental,
vision and supplemental  insurance policies.  You will be entitled to four weeks
of paid vacation per year.  You will receive a monthly  company car allowance of
$750.  You  will be  reimbursed  for  your  continuing  professional  education,
cellular phone, airline club, and other reasonable business-related expenses.

Consistent  with  Burst's  travel  policy  for  senior  management,  you will be
entitled to fly business class on trips exceeding four hours.

Your compensation  package will include an employee stock option grant under the
terms of the Company's Stock Option Plan (the "Plan").  The option grant will be
for  300,000  incentive  stock  option  shares  over your first three years with
Burst,  each grant  having a three and one half year vesting  period.  Seventeen
percent (17%) of each round of granted  options will vest  immediately,  and the
balance will vest monthly,  at approximately  2.0% per month, for as long as you
remain  employed with Burst.  The first 150,000  options will be granted on June
01, 2000,  the start of your  employment,  and will be priced at the fair market
value of Burst's common stock as of the date of the grant.  On the following two
anniversary  dates,  additional  grants of 75,000  incentive stock option shares
will be priced at the fair market  value of Burst's  common stock as of the date
of the grant.  Your stock options will be subject to the terms and conditions of
the Plan and  conditioned  upon  your  execution  of an  Employee  Stock  Option
Agreement.

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You will meet with the  Compensation  Committee of Burst's Board of Directors to
agree upon your  incentive  bonus  formula.  The formula will  include  mutually
agreed-upon targets which enable you to earn, at a minimum, an additional 50% of
your base salary.

Your  employment with Burst will be "at will," and either party may terminate at
any time for any reason.  In the event that your employment is terminated  other
than  for  cause  or by your  election,  Burst  will  continue  to pay you  your
then-current  salary, plus all benefits,  for a period of 6 months. In addition,
you will be entitled to accelerated vesting of your stock options, with the next
12 months of  otherwise-normal  vesting  becoming  vested  immediately,  and any
then-unpriced options being priced as the day of termination.  If, within twelve
months  after any sale or change  of  control  of  Burst.com,  Executive  (a) is
terminated  without cause,  (b) fails to receive a position with the acquirer of
comparable  responsibility  as Executive  enjoyed with  Corporation  before such
event,  or (c) If any of the  positions,  duties,  or status are assigned to the
Executive which are materially different from with the Executive's positions, or
a reduction in the  Executive's  base salary,  or the  permanent  relocation  of
Executive to any place other than the Greater San  Francisco  Bay Area,  then in
such case any of the Executive's  unvested 300,000  incentive stock options will
vest immediately.

In the event of a dispute  between you and Burst arising out of your  employment
or the termination of your employment,  both parties agree to submit the dispute
to  binding  arbitration  under  the  labor  arbitration  rules of the  American
Arbitration  Association,  with both parties  afforded a reasonable and adequate
opportunity to conduct discovery.

John, we are excited about you joining us. Please sign a copy of this letter and
keep a copy for your  records.  The terms  set  forth  herein  are  intended  to
supercede all prior agreements,  understandings,  and representations concerning
your  employment  with Burst,  except as regards  your role as a Director of the
company.

Kindest regards,



Douglas Glen
President, Burst.com, Inc.

I understand and agree to the above terms.

--------------------------------
John C. Lukrich