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                                                                   Exhibit 10.5


                 EMPLOYMENT, SEPARATION, AND RELEASE AGREEMENT


THIS EMPLOYMENT, SEPARATION AND RELEASE AGREEMENT (the "Release") is made and
entered into as of August 20, 2001, by and between TRITON NETWORK SYSTEMS, INC.
a Florida corporation (the "Company") and Douglas R.B. Campbell, whose address
is 5961 Masters' Boulevard, Orlando, FL 32819-4317, (the "Employee").


                                   RECITALS:

a.  The Company's Board of Directors has directed the liquidation or sale of
    the Company.

b.  Employee has been an employee of the Company and such relationship will
    terminate upon the anticipated liquidation of the Company.

c.  Employee and Company previously entered into that certain Employee
    Proprietary Information Agreement, dated March 31, 1999 (the "Proprietary
    Information Agreement").

d.  Employee recognizes that he is still bound by certain provisions of the
    Proprietary Information Agreement that survive his termination, including
    but not limited to, the restrictions regarding the nondisclosure of
    Confidential Information (as defined in the Proprietary Information
    Agreement) and the non-solicitation of Company employees.

e.  The parties hereto desire to set forth herein their understandings and
    agreements in connection therewith.

NOW THEREFORE, for and in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:

1)       Recitals.  The above Recitals are true and correct and are
         incorporated herein by reference.

2)       Certain Definitions.

         a)  "Cause" as used in this Agreement shall mean: (i) illegal acts
             (other than minor traffic violations or misdemeanors), including,
             but not limited to, theft, fraud or embezzlement; (ii) violation of
             published written policies of the Company or violation of any
             confidentiality or proprietary information agreement with the
             Company, in each case deemed to be material to the Company; and
             (iii) irresponsible unauthorized acts of a willful nature in the
             performance of your duties, in each case deemed to be material to
             the Company, or repeated failure to follow the reasonable
             directions of the Board of Directors of the Company. Prior to a
             termination for "Cause", the Company shall provide to Employee
             written notice of the Company's reasons it believes that it has
             Cause to terminate Employee's employment and an opportunity to cure
             such Cause to the reasonable satisfaction of the Company.

         b)  "Liquidation" as used in this Agreement shall mean the date at
             which Employee's services are determined to be no longer required
             by the Chief Executive Officer.


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        c)  "Change of Control" as used in this Agreement shall mean:  (i) any
            liquidation, dissolution or winding up of the Company, whether
            voluntary or involuntary, (ii) any transaction or series of related
            transactions (including, without limitation, any reorganization,
            merger or consolidation) which will result in the Company's
            stockholders immediately prior to such transaction not holding (by
            virtue of such shares or securities issued solely with respect
            thereto) at least fifty percent (50%) of the voting power of the
            surviving or continuing entity, or (iii) a sale of all or
            substantially all of the assets of the Company, unless the Company's
            stockholders immediately prior to such sale will, as a result of
            such sale, hold (by virtue of securities issued as consideration for
            the Company's sale) at least fifty percent (50%) of the voting power
            of the purchasing entity.

        d)  "Continuous Employment" as used in this Agreement shall mean service
            as a common law employee or as a member of the Board of Directors
            and the absence of any interruption or termination of such service
            with the Company or any parent or subsidiary which now exists or
            hereafter is organized or acquired by the Company or any Successor.
            Continuous Employment with the Company or its Successor shall not be
            considered interrupted in the case of sick leave, military leave,
            vacation, or any other leave of absence approved by the Company or
            its Successor or in the case of transfers between locations of the
            Company or between any parent or subsidiary, or successor thereof.

3)      Separation of Employment.  Employee will separate his employment with
        Company upon Liquidation.

4)      Payment to Employee.  As long as the Employee remains in the Continuous
        Employment of the Company, upon or prior to, any Liquidation or Change
        of Control or termination of the Employee other than for Cause, the
        Company and any Successor shall be obligated to pay to the Employee a
        bonus in cash in the amounts set forth below (the "Bonus"):

        a)  You will receive Severance Benefits per the provisions of your
            Amended Offer of Employment; dated July 20, 1999, provided however
            that the length of the term for payment of such Severance Benefits
            will be extended for one hundred eighty-two (182) days to two
            hundred fifty-five (255) days; and

        b)  Vacation earned but unused through Employee's termination date,
            plus vacation that would have been earned during the sixty (60) days
            following Employee's termination date in a lump sum payment, less
            applicable (FICA, Medicare and federal tax withholding) taxes; and

        c)  The Retention Incentive per the provisions of the Retention
            Incentive Agreement between Employee and Triton dated August 20,
            2001.


         Employee understands that these payments will be provided to him, if
         and only if he executes and otherwise complies with all terms of this
         Release. Payment will be made in biweekly installments in the amount of
         the Employee's then current biweekly salary payment at the time of any
         Liquidation or Change of Control or termination of the Employee other
         than for Cause, except in the instances as described in Section 12, in
         which case payment of any balance of Bonus due to the Employee shall
         be made in accordance with Section 12.

5)       Employee Breach and Bonus Repayment.  Employee understands that
         should he breach this Release in whole or in part, or otherwise fail
         to faithfully execute the terms of this Release (including but not
         limited to confidentiality and non-disparagement), Employee agrees
         that any payment received is thereupon immediately due and payable to
         Company.

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6)       Release by Employee.  In consideration of the good and valuable
         consideration extended hereunder, Employee on his own behalf and on
         behalf of his spouse, heirs, executors, administrators, legal
         representatives, successors, assigns or others acting on his behalf,
         hereby releases and forever discharges Company and its directors,
         officers, shareholders, employees, agents, managers, and any parent,
         affiliate or successor entity (collectively referred to as "Released
         Parties," said term to include Company), from any and all claims,
         debts, demands, actions, causes of action, suits, costs, damages,
         expenses, obligations and other liabilities whatsoever, whether
         arising out of Employee's employment, separation from employment or
         otherwise, and specifically including actions to or for equitable or
         declaratory relief of any kind, reinstatement, back pay, damages or
         compensatory relief of any kind, punitive or liquidated damages of any
         kinds, costs, attorneys' fees or interest available:

         a)  Under any federal law, statute rule or regulation, including but
             not limited to, federal employment laws such as the Civil Rights
             Act of 1964, as amended by the Civil Rights Act of 1991(42 U.S.C.
             ss. 2000e-2000e-17); the Civil Rights Act of 1866, as amended (42
             U.S.C. ss. 1981-1988); the Fair Labor Standards Act of 1938, as
             amended (29 U.S.C. ss. 201-219); the Equal Pay Act of 1963 (29
             U.S.C. ss. 206(d)(1)); the Americans With Disabilities Act of 1990
             (42 U.S.C. ss. 12101-12213); and the Family and Medical Leave Act
             of 1993 (29 U.S.C. ss. 2601-2654); and

         b)  Under any employment law, statute, rule or regulation of the State
             of Florida, including but not limited to the Florida Civil Rights
             Act of 1992 (Chapter 760, Florida Statutes) and any and all claims
             for discrimination, including age discrimination under that law,
             or any other state of the United States of America dealing with
             fair employment practices and non-discrimination; and

         c)  For any common law claims or claims founded in tort (including
             negligence) for wrongful discharge, negligence, negligent hiring,
             negligent training or negligent supervision, assault and battery,
             invasion or privacy, false imprisonment, intentional infliction of
             emotional distress, defamation, libel, slander, breach of
             contract, (oral, written, or implied), or any other equitable
             basis of action; and

         d)  That Company dealt with Employee unfairly or in bad faith.

         Employee acknowledges that this release and waiver is given in
         exchange for the consideration made under this Release and is more
         than Company would pay under its normal policies and procedures and
         that, absent this Release, he is not entitled to receive the payments
         or other consideration set forth herein.

         Without limiting the generality of the foregoing, Employee does not
         release any claims or rights with regards to: w) his rights to amounts
         in any 401(k), pension, profit sharing, or similar benefit fund; x)
         any rights which Employee or his eligible dependents may have to
         continue health insurance coverage pursuant to COBRA or any other
         applicable law; y) indemnification for acts, errors, and/or omissions
         during the course of his employment by the Company to the extent
         provided by the Company By-Laws, its practices or policies, or
         applicable law to current or former (as the case may be) executive
         employees and officers generally; and z) coverage under any errors or
         omissions or similar insurance coverage purchased or provided by the
         Company to insure the acts, errors and/or omissions of its management
         employees and/or officers generally.


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7)       Release by Company.  Company, on its own behalf and on behalf of the
         Released Parties, hereby releases and forever discharges Employee and
         his spouse, heirs, executors, administrators, legal representatives,
         successors, assigns or others acting on his behalf from any and all
         claims, debts, demands, actions, causes of action, suits, costs,
         damages, expenses, obligations and other liabilities whatsoever,
         whether arising out of Employee's employment, separation from
         employment or otherwise, and specifically including actions to or for
         equitable or declaratory relief of any kind, reinstatement, back pay,
         damages or compensatory relief of any kind, punitive or liquidated
         damages of any kind, costs, attorneys' fees or interest available
         whether under any law, statute, ordinance, regulation or common law.
         Company acknowledges that it has provided this Release knowingly and
         voluntarily.

8)       No Pending or Future Claims. Employee represents that he has no suits,
         claims, charges, complaints or demands of any kind whatsoever currently
         pending against any Released Party with any local, state, or federal
         court of any governmental, administrative, investigative, civil rights
         or other agency or board based upon events occurring prior to and
         including the date of the execution of this Release. Employee further
         agrees, consistent with applicable law, that he will not initiate or
         institute any claim, charge, action, or legal proceeding against
         Released Parties regarding his employment with Company.

9)       Repayment of Bonus if Employee Makes Claim.  If Employee violates this
         Release by instituting any claim, charge, action or legal proceeding
         against Company or against Released Parties, or any one of them, other
         than a claim arising under this Release, he agrees that he must, and
         will, return all of the additional consideration he has received under
         this Release. Employee further waives the right to receive any further
         compensation or damages other than set forth herein if he institutes a
         claim, charge, action or legal proceeding against Released Parties, or
         any one of them, or if an agency or entity sues or brings any action
         against Released Parties, or any one of them, on his behalf, other than
         a claim arising under this Release.

10)      No Waiver of ADEA.  Notwithstanding anything contained in this Release
         to the contrary, Employee understands that this Release does not waive
         any ADEA claim that he may have which arises after the date he signs
         this Release. Employee further understands that this Release is not
         intended to affect the rights and responsibilities of the United States
         Equal Employment Opportunity Commission to enforce the ADEA. Further,
         nothing contained herein shall limit Employee from filing a lawsuit for
         the purpose of enforcing Employee's rights under this Release.

11)      Company's and Successor's Obligations. Prior to or simultaneous with
         any Change of Control, the Company shall cause the surviving
         corporation or any successor-in-interest pursuant to the terms of the
         Change of Control or any assignee (referred to as "Successor") to
         assume all of Company's obligations under this Agreement (including,
         but not limited to, financial obligations) in the same manner and to
         the same extent that the Company would be required to perform. If
         required by the nature of the transaction, Successor will agree, in
         writing (either in a separate writing or as part of the acquisition
         documents), to perform under this Agreement. Failure of the Company to
         cause such assumption and performance by the Successor shall be a
         breach of this Section 11 and will entitle the Employee to the remedies
         set out in Section 12 below. Once a Change of Control occurs resulting
         in a Successor, then any reference in this Agreement to the Company
         shall apply to Successor as if Successor had originally entered into
         this Agreement.


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12)      Employee's Remedies Upon Breach of Section 11 by Company or
         Successor.  In the event the Company does not cause an assumption and
         performance by Successor pursuant to Section 11, then the Company
         shall make all payments due under and provide all benefits described
         in this Agreement at closing. Employee shall be free to terminate
         Employee's employment with Successor at any time as if the termination
         were a termination of the Employee without Cause by Company or its
         Successor and the full amount of any balance of Bonus payment due to
         Employee in accordance with Section 4 shall be immediately paid to
         Employee.

13)      Attorney's Fees.  In the event the Company or its Successor fails to
         perform, fails to make any payments due or is otherwise in breach of
         this Agreement and as a result the Employee retains counsel in order
         to enforce this Agreement, the Company or its Successor shall pay all
         fees and costs incurred by Employee's counsel in enforcing the terms
         of this Agreement.

14)      Review and Revocation Period.  Employee represents that he has read
         this Release and carefully and fully understands all of its
         provisions. HE ACKNOWLEDGES THAT HE HAS BEEN ADVISED TO CONSULT WITH
         AN ATTORNEY AND TO THOROUGHLY DISCUSS ALL ASPECTS OF THIS RELEASE WITH
         LEGAL COUNSEL, PRIOR TO HIS SIGNING THIS RELEASE. Employee understands
         that said consultation is at his expense. Employee also understands
         that he may revoke this Release during the seven (7) day period
         following the date on which he signs this Release, and that this
         Release shall not become effective or enforceable until after the
         expiration of this seven (7) day revocation period. Employee may
         revoke by notifying the Company's CEO, in writing, at the Company's
         corporate offices, 8337 South Park Circle, Orlando, Florida 32819.

         a)  The revocation must be received by Company's CEO on or before the
             expiration of the seven (7) day period. ACCORDINGLY, NO PAYMENTS
             UNDER THIS RELEASE WILL BE PAID UNTIL AFTER THE REVOCATION PERIOD
             HAS EXPIRED.

15)      Confidentiality, Nondisclosure and Non-disparage.  The terms of this
         Release are highly confidential and the confidentiality provisions are
         a key element of Company's willingness to enter into this Release. The
         parties hereby agree that this Release, and the terms and conditions
         reflected herein, shall be kept confidential and shall not be
         disclosed to any third party, including any person, group, media or
         entity of any kind whatsoever. The only exceptions are that: a) either
         party may release it as required by law or the order of a court or
         government agency; b) Employee may provide it in confidence to
         Employee's spouse, attorney, and/or tax advisor; and c) Company or the
         Company's successor may provide it to its attorney, accountant, or any
         employee with a legitimate business reason to know the contents of the
         Agreement. Without the confidentiality requirements set forth herein,
         the parties would not have entered into the Release. Neither party
         shall disparage nor otherwise make any negative comments or provide
         any negative information about the other party, including not saying
         anything unflattering or derogatory about the other party's management
         and business practices, the Company's products or services, or about
         any individual associated with Company (including directors or
         officers), provided however that nothing in this Section 15 would
         limit an individual's testimony or other statement under oath as
         required by law. The only exception to this paragraph is that this
         Release may be used as evidence in a subsequent proceeding in which
         any of the parties allege a breach of the Release. If this Release must
         be filed in any court proceeding, the person seeking to file it will
         seek to do so under seal, subject to the court's approval.

16)      No Admission of Liability.  It is expressly understood and agreed that
         this Release shall not be construed as, or be deemed to be, evidence
         of an admission or concession of any fault or liability or damage
         whatsoever on the part of either of the parties hereto.


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17)      Governing Law; Enforcement of Release.  This Release shall be governed
         and enforced in accordance with the laws of the State of Florida. The
         Florida courts shall have exclusive jurisdiction over the enforcement
         of this Release. Venue shall lie exclusively in the federal and state
         courts in Orlando, Orange County, Florida.

18)      Binding Effect.  All of the terms, covenants, warranties and
         representations contained herein shall be binding upon the parties,
         and their respective heirs, all persons or entities legally
         responsible for the actions of the parties hereto, assigns, officers,
         directors, agents, principals, successors, employees, shareholders and
         predecessors in interest of the parties to the full extent permitted
         by law.

19)      All Claims, Complete Agreement, Modification.  This Release is in
         settlement of all claims that Employee now has or ever had or may
         claim against Released Parties, consistent with applicable law. This
         Release constitutes the entire agreement between the parties and
         supersedes all prior agreements, oral or otherwise, with respect to
         the subject matter hereof. This Release is not intended to and does
         not relieve the Employee from complying with the terms of the
         Proprietary Information Agreement that survive Employee's termination
         of employment, including, but not limited to, the restrictions
         regarding the nondisclosure of Confidential Information (as defined in
         the Proprietary Information Agreement) and the non-solicitation of
         Company's employees. Neither this Release nor any term hereof may be
         changed, waived, discharged or terminated orally, except by an
         instrument in writing signed by the party against which enforcement of
         the change, waiver, discharge or termination is sought.

20)      Headings and Gender.  The headings in this Release are for purposes of
         reference only and shall not limit or otherwise affect the meaning
         hereof. Unless the context otherwise requires, references in this
         Release to any gender shall be construed to include all other genders,
         references in the singular shall be construed to include the plural,
         and references in the plural shall be construed to include the
         singular.

21)      Opportunity to Consider and Confer.  Employee acknowledges that he has
         had the opportunity to read, study, consider, and deliberate upon this
         Release, has been given the opportunity to consult with counsel or an
         otherwise competent representative, and he fully understands and is in
         complete agreement with all terms of this Release and that he is
         entering into the Release of his own free will. In executing this
         Release Employee agrees that has not relied on any representation or
         statement not set forth in this Release.

22)      Severability.  If any clause or provision in this Release is found to
         be void, invalid, or unenforceable, it shall be severed from the
         remaining provisions and clauses that shall remain in full force and
         effect.

23)      Signing of Release.  The undersigned agree that prior to signing they
         have read this document consisting of seven (7) pages (including
         signature page).

TRITON NETWORK SYSTEMS, INC. WANTS EMPLOYEE TO CONSULT AN ATTORNEY BEFORE
EMPLOYEE SIGNS THIS RELEASE. EMPLOYEE SHOULD THOROUGHLY UNDERSTAND THE EFFECTS
OF THE RELEASE BEFORE SIGNING IT.

[SIGNATURES ON FOLLOWING PAGE]


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IN WITNESS WHEREOF, the parties hereto have executed this Release as of the
date first written above with the intent be legally bound hereby.

ACCEPTANCE OF RELEASE


"Company"

TRITON NETWORK SYSTEMS, INC. a Florida corporation.


By:
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    Ken Vines
    CEO



"Employee"

By: /s/ Douglas R.B. Campbell
    ----------------------------------
    Douglas R.B. Campbell
    VP & General Manager




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