EMPLOYMENTAGREEMENT

             THIS EMPLOYMENT AGREEMENT("Agreement") is effective as of January 29, 2001, by and betweenTeraGlobal Communications Corp., a Delaware corporation("TeraGlobal") and Robert E. Randall ("Randall") withrespect to the following facts.

             A.         TeraGlobalis engaged primarily in the development, production and sale of networkingsoftware for the delivery of integrated voice, video and data over commonbroadband networks.

             B.          TeraGlobaldesires to engage Randall as its Chief Executive Officer and Randall desires toaccept such engagement to provide such services to TeraGlobal all on the termsset forth in this Agreement.

             NOW THEREFORE, in consideration ofthe foregoing premises and the mutual agreements set forth herein, the partieshereto agree as follows:

             1.          Employment.  TeraGlobal engages Randall to serve as ChiefExecutive Officer and Randall hereby accepts such engagement upon the terms andconditions set forth in this Agreement.

             2.          Duties.  Randall will devote his full business time,knowledge and skill to the performance of the duties and responsibilities asChief Executive Officer Officer of TeraGlobal. Randall shall perform the duties typically attendant in the role ofChief Executive Officer, including oversight of all operating aspects of thecompany. Randall shall report directly to the Board of Directors of TeraGlobal,and shall perform such other duties as the Board of Directors reasonably mayrequire from time to time. 

             3.          Conflictof Interest. Randall may act as a consultant for other companies,non-profit trade organizations engaged in the telecommunications industry, andmay act as a member of the Board of Directors for such companies ororganizations.  This Agreement shall notprohibit Randall from undertaking any such activities.  Randall understands that as an officer anddirector of TeraGlobal he has a fiduciary duty of loyalty to TeraGlobal andwill not provide such services to any entity that directly competes withTeraGlobal. 

             4.          Termand Termination.  

                           4.1        Term.  The term of thisAgreement shall be for a period of two years,subject to annual renewal by the parties prior to the anniversary of thisAgreement. 

                           4.2        Termination. Notwithstanding the foregoing, thisAgreement shall terminate immediately, effective upon the occurrence of any oneof the following events:

                                       (a)         Randall's conviction of a felony orother crime involving moral turpitude;

                                                     (b)        Randall's continuing material breach ofor failure to perform his obligations hereunder, after reasonable writtennotice, warning and opportunity to cure, or his continuing failure to abide by,conform with or otherwise observe any material written TeraGlobal policy, orthe continuing failure to conform to the reasonable directives of the Board ofDirectors;
                                       (c)         Randall's death;

                                       (d)        Randall's disability.  Randall shall be deemed disabled if hebecomes incapacitated by reason of sickness, accident or other physical ormental disability and is unable to perform his normal duties under this Agreementfor a period of sixty (60) consecutive days, with or without reasonableaccommodation by TeraGlobal.

In the event that TeraGlobal terminatesRandall's employment pursuant to Sections 4.2 (a), (b), (c) or (d), TeraGlobalshall promptly pay to Randall (or in the event that such termination ispursuant to Section 4.2 (c), to Employee's estate or other legalrepresentative) the annual base salary provided for in Section 5.1 accrued tothe date of termination and not yet paid. Randall's rights and benefits under TeraGlobal's benefit plans andprograms shall be determined in accordance with the terms of such plans andprograms.

                           4.3        Severance Compensation.  If TeraGlobal terminates Randall's  employment other than pursuant to Sections4.2(a), 4.2(b), or 4.2(c), then TeraGlobal shall continue to pay to Randall hisannual base salary, and contributions to medical, dental and life insurancepremiums, in the same periodic installments provided for in Section 5.1 hereof,for a period equal to one month for each two months of service, up to a maximumof twelve months (the "Severance Period").  If Randall is terminated under Section 4.2(d) any severancecompensation for base salary will be integrated with any disability insuranceproceeds paid to Randall during the Severance Period so that he receives nomore than an amount equal to 100% of his annual base salary under Section 5.1during the Severance Period.  

             5.          Compensationand Benefits.   

                           5.1        Base Salary.  Ascompensation for all services rendered byRandall under this Agreement, TeraGlobal shall pay Randall a base salary of TwoHundred Twenty Five Thousand Dollars ($225,000.00) per annum.  This compensation shall be paid inaccordance with TeraGlobal's standard payroll procedures. 

                           5.2        Automobile Allowance. During the term of this Agreement, Randallshall receive a $700 per month automobile allowance.

                           5.3        Bonus Salary.  Mr.Randall shall be eligible to receive asadditional compensation for each year of this Agreement, a bonus payment equalto 0-50% of his base salary, based on his performance.  The amount of any bonus salary, and thetiming of its payment, shall be determined by the Compensation Committee of theBoard of Directors in its sole discretion.       

                                        5.4        Business Expenses.  During the term ofthis Agreement, TeraGlobalshall reimburse Randall for all reasonable and necessary out-of-pocket businessexpenses of Randall related to Randall's duties hereunder in accordance withthe policies and procedures of TeraGlobal in effect from time to time.
                           5.5        Stock Options.  Asadditional compensation for his duties asChief Executive Officer, Randall shall be granted 1,000,000 options to purchasecommon stock of TeraGlobal pursuant to a separate nonqualified stock optionagreement and shall be eligible to receive additional option grants asdetermined from time to time by the Compensation Committee of Board ofDirectors of TeraGlobal.

                           5.6        Withholding.  Allcompensation paid to Randall under thisAgreement shall be subject to customary withholding and employment taxes asrequired by federal and state law.          

                           5.7        Vacation.  Randallshall be entitled to three (3) weeksannual paid vacation per year, subject to accrual and use in accordance withwritten company policy in effect from time to time during the term of thisAgreement and applicable law.

             6.          TradeSecrets.  

                           6.1        Trade Secrets In General .  During the course of Randall's employment,Randall will have access to various trade secrets of TeraGlobal.  For purposes of this Agreement, "TradeSecret" shall mean information that is not generally known to the publicand, as a result, is of economic benefit to TeraGlobal in the conduct of itsbusiness.  Randall and TeraGlobal agreethat Trade Secrets shall include but not be limited to all informationdeveloped or obtained by TeraGlobal and comprising the following items, whetheror not such items have been reduced to tangible form (e.g., physical writing):all software code, methods, techniques, processes, ideas, trade names, servicemarks, slogans, forms, customer lists, pricing structures, menus, businessplans, marketing programs and plans, layouts and designs, financialinformation, operational methods and tactics, cost information, the identity ofor contractual arrangements with suppliers, the identity or buying habits ofcustomers, accounting procedures, and any document, record or other informationof TeraGlobal relating to the above. Trade Secrets include not only information belonging to TeraGlobal whichexisted before the date of this Agreement, but also information developed byRandall for TeraGlobal or its employees during the term of this Agreement.

                           6.2        Restriction on Use of Trade Secrets.  Randall agrees that his use of Trade Secretsis subject to the following restrictions during the term of the Agreement andfor an indefinite period thereafter so long as the Trade Secrets have notbecome generally known to the public:

                                                     (a)         Non-Disclosure.  Randall will not publish or disclose, orallow to be published or disclosed, Trade Secrets to any person who is not anemployee of TeraGlobal unless such disclosure is necessary for the performanceof Randall's obligations under this Agreement. 
                                       (b)        Use Restriction.  Randall shall use any Trade Secret only forthe limited purpose for which it was disclosed.  Randall shall not disclose any Trade Secret to any third partyother than in accordance with customary practices and existing agreements withcustomers and shall disclose the Trade Secret only to other employees ofTeraGlobal or as provided under such agreements with customers having a need toknow.  Randall shall promptly notifyTeraGlobal of any Trade Secret disclosed other than in accordance herewith.

                                       (c)        Non-Removal.  Randallwill not remove any Trade Secrets from the offices of TeraGlobal or thepremises of any facility in which TeraGlobal is performing services, or allowsuch removal, other than in accordance with customary practices and existingagreements with customers.

                                       (d)        Surrender Upon Termination.  Upon termination of his employment withTeraGlobal for any reason, Randall will surrender to TeraGlobal all documentsand materials in his possession or control that contain Trade Secrets.

                                       (e)         Prohibition Against Unfair Competition. At any timeafter the termination of his employment with TeraGlobal for any reason, Randallwill not engage in competition with TeraGlobal while making use of the TradeSecrets of TeraGlobal.

             7.          Inventions.  Any and all inventions, innovations, orimprovements (“Inventions”) made, developed or created by the Randall (whetherat the request or suggestion of TeraGlobal or otherwise, whether alone or inconjunction with others, and whether during regular hours of work or otherwise)during the term hereof that may be directly or indirectly useful in, or relateto, the business of TeraGlobal, shall be promptly and fully disclosed byRandall to TeraGlobal and shall be TeraGlobal's exclusive property as againstRandall and Randall shall promptly deliver to an appropriate representative ofTeraGlobal all papers, drawings, models, data and other material relating toany Inventions that he makes or creates. Randall shall, at the request of TeraGlobal, and without any paymenttherefor, execute any documents necessary or advisable in the opinion of TeraGlobal'scounsel to direct issuance of patents or copyrights to TeraGlobal with respectto such Inventions as are to be TeraGlobal's exclusive property as againstRandall or to vest in TeraGlobal title to such Inventions as againstRandall.  The expense of securing anysuch patent or copyright shall be borne by TeraGlobal.  Notwithstanding the foregoing, the Agreementdoes not require assignment of an Invention which qualifies fully forprotection under Section 2870 of the California Labor Code, a copy which isattached as Exhibit A.

             8.          Non Solicitation.  During the term of employment of Randall anduntil the expiration of twenty-four (24) months following the termination ofthe employment of Randall, Randall shall not:

                                       (a)         advise or in any way encourage anyperson, firm or corporation who is, at the time of termination of employment ofRandall, or was at any time during the term of employment of Randall withTeraGlobal, a customer or client of TeraGlobal, to breach any contract withTeraGlobal;

                                       (b)        recruit, hire, assist others in thesoliciting, recruiting or hiring, or discuss other employment with, any personwho is at the time of termination of the employment of Randall with TeraGlobal,or was at anytime during the employment of Randall with TeraGlobal, an employeeof TeraGlobal, or induce or attempt to induce any such employee to terminatehis or her employment with TeraGlobal.

             9.          UnfairCompetition, Misappropriation of Trade Secrets and Violation of SolicitationClauses.  Randall acknowledges thatunfair competition, misappropriation of Trade Secrets or violation of any ofthe provisions contained in Sections 7 and 8 would cause irreparable injury toTeraGlobal, that the remedy at law for any violation or threatened violationthereof would be inadequate, and that TeraGlobal shall be entitled to temporaryand permanent injunctive or other equitable relief without the necessity ofproving actual damages.  Randall agreesthat such relief shall be available in a court of law regardless of thearbitration provisions contained in Section 12 of this Agreement.      

             10.        Survivorship.  The respective rights and obligations ofRandall and TeraGlobal hereunder shall survive any termination of thisAgreement to the extent necessary to the intended preservation of such rightsand obligations.

             11.        Construction.  The headings used in this Agreement are forconvenience or reference only and shall not affect the construction of, or betaken into consideration in interpreting, any provision of this Agreement.   The terms of this Agreement shall beinterpreted in accordance with their plain meaning and shall not be construedfor or against a particular party.

             12.        Arbitration.  Except as provided in Section 9, any disputeor claim that may arise out of the provisions of this Agreement which cannot beresolved by agreement of the parties acting in good faith within a reasonabletime, including any interpretation or alleged breach hereof, shall be resolvedby arbitration in accordance with the then-effective employment arbitrationrules of the San Diego, California, Chapter of the American ArbitrationAssociation.  Except as otherwise setforth in Section 9 hereof, the parties intend that litigation not be used tosettle any dispute or claim arising out of this Agreement.  The written determination and award of the arbitratoror arbitrators, as applicable, shall be final, binding and conclusive, and suchdetermination may be entered in any court of competent jurisdiction with eachside to pay their own attorneys' fees and costs.

             13.        EntireAgreement.  This Agreement and anyagreements referred to in this Agreement, sets forth the entire understandingand agreement between the parties with respect to the subject matter hereof andsupersedes all other oral or written representations and understandings. ThisAgreement may only be modified by a writing signed by Randall and TeraGlobal.

             14.        Severability.  The parties agree that this Agreement isseverable and that in the event any provision of this Agreement is held to beillegal, invalid or unenforceable, the legality, validity and enforceability ofthe remaining provisions will not be affected or impaired.  Additionally, the parties expressly grant toany court or other entity interpreting this Agreement the power and authority tomodify the terms of this Agreement to extent necessary to allow enforcement ofthis Agreement to the fullest extent allowed by law, consistent with the intentof the parties as evidenced by this Agreement.

             15.        Successorsand Assigns.  This Agreement shallbe binding upon, and inure to the benefit of TeraGlobal and its successors andassigns.  The services called for underthis Agreement are personal to Randall, and Randall may not assign any of hisrights or obligations under this Agreement without TeraGlobal's prior writtenconsent.

             16.        Waivers.  No waiver of any of the provisions of thisAgreement shall be deemed to be or shall constitute a waiver of any otherprovision of this Agreement, whether or not similar, nor shall any waiverconstitute a continuing waiver.  Nowaiver of any provision of this Agreement shall be binding on the partieshereto unless it is executed in writing by the party making the waiver.

             17.        Counterparts.  This Agreement may be executed in one ormore counterpart copies, each of which shall be deemed to be an original andall of which taken together shall be deemed one and the same instrument.

             IN WITNESS WHEREOF, the partieshereto have caused this Agreement to be executed as of the date first writtenabove.
 TeraGlobal  Communications Corp.     By: JOHN F.A.V. CECIL John F.A.V. Cecil, Chairman       ROBERT E. RANDALL Robert E. Randall
 

**EXHIBITA**

SECTION2870CALIFORNIA LABOR CODE

             (a)         Any provision in an employmentagreement which provides that an employee shall assign, or offer to assign, anyof his or her rights in an invention to his or her employer shall not apply toan invention that the employee developed entirely on his or her own timewithout using the employer's equipment, supplies, facilities, or trade secretinformation except for those inventions that either:

             (1)         Relateat the time of conception or reduction to practice of the invention to theemployer's business, or actual or demonstrably anticipated research ordevelopment of the employer; or

             (2)         Resultfrom any work performed by the employee for the employer.

             (b)        Tothe extent a provision in an employment agreement purports to require anemployee to assign an invention otherwise excluded from being required to beassigned under subdivision (a), the provision is against the public policy ofthis state and is unenforceable.