March 22, 2000


George Zraick
8163 Merion Drive
Newark, CA  94560


Dear George:

On behalf of Burst.com,  it is my pleasure to make you an offer of employment as
the Vice  President  of  Marketing.  You will be in  charge  of  overseeing  and
managing  the   activities  of  the   marketing   department.   The   management
responsibilities  of the position are: Branding,  Positioning,  Demand Creation,
Program development, Alliance Programs, Public relations, Market Identification,
and Sales Direction.

In this capacity you will be working with staff, other departments and directors
of the company, and directly reporting to the Chief Operating Officer.


As a Burst.com employee, your compensation and benefits are as follows:

Salary                     $160,000.00 per year.

Stock Options              Employee  shall be entitled to receive  60,000  stock
                           options pursuant to the 1999 stock option  agreement,
                           at the strike  price  equal to the  closing  price on
                           your start  date.  Vesting  will be as  follows:  (i)
                           10,000  options  will  vest on the start  date;  (ii)
                           15,000 options at the end of 12 months from the start
                           date;  and (iii)  following the 12-month  anniversary
                           date; the remaining  35,000 options will vest monthly
                           for 36 months.  The options  will have a term of five
                           (5) years from the date of grant.  The  options  will
                           also be  subject to the terms and  conditions  of the
                           1999 Option Plan and an option agreement to be signed
                           at the time the option is granted.

Bonus                      George, you will be eligible for a  performance-based
                           bonus of  $65,000.00  annually.  The  payment  of the
                           bonus will be in four quarterly  installments,  based
                           upon  successful  completion of mutually  agreed upon
                           objectives  to be  established  within  your first 30
                           days of employment with burst.com.

Vacation                   15 days of personal time.

Benefits                   Eligible  for the  standard  package  as  offered  to
                           employees of Burst.com.

Options                    Eligible for all Incentive  Stock Option  programs as
                           periodically approved by the Board.

<PAGE>

George Zraick                                                     March 22, 2000
                                                                          Page 2


All  legitimate and normal  business  expenses will be reimbursed by the Company
and must conform to Company policies and procedures.


You will be eligible  for a  performance  and salary  review  every  twelve (12)
months.

As you know,  we are  anxious to fill this  position as soon as  possible.  This
offer is valid until April 1, 2000, and is contingent  upon the  following:  (1)
your review and signature of this letter;  (2) receipt of satisfactory  proof of
identification; (3) work authorization as required by the Immigration Reform and
Control Act; and (4)  satisfactory  reference and  background  check.  Burst.com
reserves  the  right to  perform  background  verification  of all  information,
references, and previous employment at Company expense.


Your  employment  with  Burst.com  is "at  will" and can be  terminated  with or
without cause, and with or without notice,  at any time, at the option of either
yourself or Burst.com.  In case Burst.com  terminates  your  employment  without
cause  within a two years from your start date,  you will be eligible for a cash
severance package equal to four months salary.

Accordingly,  the  terms of this  offer  letter do not and are not  intended  to
create an expressed or implied contract of employment with Burst.com. No manager
or  representative  of  Burst.com,  other than an Officer  of the  Company,  has
authority to enter into any agreement for employment for any specified period of
time or to make any agreement or contract to the foregoing.  Any promises to the
contrary may only be relied  upon,  by you, if they are in writing and signed by
an Officer of Burst.com.


George, let me close by reaffirming our belief that the skill and background you
bring to Burst.com  will be  instrumental  to the future success of the Company.
The single most important factor in the success of Burst.com will be our people.
We look forward to your joining us. Please confirm your acceptance of this offer
by signing on the space provided below and returning a copy to me.


Sincerely,


Thomas Koshy
Chief Operating Officer



ACCEPTED:

Name:                              Date:
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Start Date:
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