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                                                                 EXHIBIT 10.42

                              [COMPANY LETTERHEAD]

September 28, 2000



James Griffin
14170 Squirrel Hollow Lane
Saratoga, CA 95070

RE:     ADDITIONAL EMPLOYMENT TERMS

Dear James:

This letter will clarify the terms of your employment with FVC.COM, INC. as
Executive Vice President, Product Operations, effective October 2, 2000.

The Company may terminate your employment at any time and for any or no reason,
with or without Cause (as defined herein) or advance notice by giving written
notice of such termination. Similarly, you may terminate your employment with
the Company at any time at your election, in your sole discretion, for any or no
reason upon two (2) weeks notice to the Company during which time you shall
provide reasonable transition assistance to the Company. The Company reserves
the right to ask you to expedite your resignation date and to leave prior to the
end of the two-week notice period. The at-will nature of your employment
relationship may not be modified except by a written agreement between you and
the Chief Executive Officer of the Company.

Notwithstanding the above, if the Company terminates your employment without
Cause, then upon your furnishing to the Company an executed release and waiver
of claims (a form of which is attached hereto as EXHIBIT A), you shall be
entitled to receive: (i) severance payments in the form of continuation of your
base salary in effect at the time of your termination, subject to standard
payroll deductions and withholdings, for a period of six (6) months; (ii) bonus
continuation payments totaling your pro-rata share of the Target Bonus in effect
on the date of termination, paid on a monthly basis for six (6) months after the
date of termination; and (iii) your medical benefits paid for by the Company,
assuming that you are eligible for COBRA upon termination, until the earlier of
either (a) six (6) months after the date of termination, or (b) the date that
you become eligible to receive medical benefits with another company or business
entity. If your employment is terminated for Cause, or you voluntarily terminate
your employment from the Company, all compensation and benefits will cease
immediately and you will receive no additional payments from the Company other
than your accrued base salary and accrued and unused vacation benefits earned
through the date of your termination.

For purposes of this letter agreement, "Cause" shall mean (i) gross negligence
or willful misconduct by you, including, but not limited to, dishonesty which
materially and adversely reflects upon your ability to perform your duties for
the Company, (ii) your conviction of, or the entry of a pleading of guilty or
nolo contendere by you to, any crime involving moral turpitude or any felony,
(iii) fraud, embezzlement or theft against the Company, (iv) a material breach
by you of any material provision of any employment contract, assignment of
inventions, confidentiality and/or nondisclosure agreement between you and the
Company, or (v) your willful and habitual failure to attend to your duties as
assigned by the officer of the Company to whom you report if such
non-performance is not cured by you within thirty (30) days after you receive
written notice from the Company.

In the event that you are entitled to the benefits under the Company's Executive
Officer's Change of Control Plan, you will not be entitled to any of the
benefits or payments under this letter agreement.

This letter does not change the terms of your employment as set forth in the
Offer Letter executed by you on September 15, 2000 in any way other than as set
forth above.

This letter agreement, together with your September 15, 2000 Offer Letter and
Proprietary Information and Inventions Agreement, forms the complete and
exclusive statement of the terms of your employment with the Company and
supersedes any other agreements or promises made to you by anyone, whether oral
or written.

Please sign and date this Agreement, and return it to me on or before October 2,
2000 if you wish to accept employment with the Company under the terms described
above.

We look forward to a productive and enjoyable work relationship.

Sincerely,


/s/ Ralph Ungermann
-----------------------------
Ralph Ungermann

Chief Executive Officer and Chairman of the Board of Directors



Accepted:


/s/ James Griffin
-----------------------------
James Griffin


Date: October 2, 2000
-----------------------------

Attachment:    Exhibit A:    Waiver and Release


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                                    EXHIBIT A

                      FORM OF RELEASE AND WAIVER OF CLAIMS

        In consideration of the payments and other benefits set forth in SECTION
__ of the Employment Agreement dated ___________, to which this form is
attached, I, JAMES GRIFFIN, hereby furnish FVC.COM, INC. (the "Company"), with
the following release and waiver ("Release and Waiver").

        I hereby release, and forever discharge the Company, its officers,
directors, agents, employees, stockholders, successors, assigns affiliates and
Benefit Plans, of and from any and all claims, liabilities, demands, causes of
action, costs, expenses, attorneys' fees, damages, indemnities and obligations
of every kind and nature, in law, equity, or otherwise, known and unknown,
suspected and unsuspected, disclosed and undisclosed, arising at any time prior
to and including my employment Termination Date with respect to any claims
relating to my employment and the termination of my employment, including but
not limited to, claims pursuant to any federal, state or local law relating to
employment, including, but not limited to, discrimination claims, claims under
the California Fair Employment and Housing Act, and the Federal Age
Discrimination in Employment Act of 1967, as amended ("ADEA"), or claims for
wrongful termination, breach of the covenant of good faith, contract claims,
tort claims, and wage or benefit claims, including but not limited to, claims
for salary, bonuses, commissions, stock, stock options, vacation pay, fringe
benefits, severance pay or any form of compensation. The only claims excepted
from this Release are the following claims: a) any claims I may have for
benefits under the workers' compensation and unemployment insurance laws; b) my
legal right to continue medical coverage under COBRA; c) my right to vested
benefits under the Company `s 401(k) retirement plan; and d) my right to vested
stock in the Company.

        I also acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY
AFFECTED HIS SETTLEMENT WITH THE DEBTOR." I hereby expressly waive and
relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to any claims I may have against the
Company.

        I acknowledge that, among other rights, I am waiving and releasing any
rights I may have under ADEA, that this Release and Waiver is knowing and
voluntary, and that the consideration given for this Release and Waiver is in
addition to anything of value to which I was already entitled as an executive of
the Company. I further acknowledge that I have been advised, as required by the
Older Workers Benefit Protection Act, that: (a) the Release and Waiver granted
herein does not relate to claims which may arise after this Release and Waiver
is executed; (b) I have the right to consult with an attorney prior to executing
this Release and Waiver (although I may choose voluntarily not to do so); and if
I am over 40 years of age upon execution of this Release and Waiver: (c) I have
twenty-one (21) days from the date of termination of my employment with the
Company in which to consider this Release and Waiver (although I may choose
voluntarily to execute this Release and Waiver earlier); (d) I have seven (7)
days following the execution of this Release and Waiver to revoke my consent to
this Release and Waiver; and (e) this Release and Waiver shall not be effective
until the seven (7) day revocation period has expired.

Date:                                      By:
     -------------------                      ------------------------------
                                                 JAMES GRIFFIN


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September 14, 2000

Jim Griffin
14170 Squirrel Hollow Lane

Saratoga, CA 95070

Dear Jim:

FVC.COM (the "Company) is pleased to offer you a position as Executive Vice
President, Product Operations on the following terms and conditions. You will
report to Ralph Ungermann, President and CEO. Your start date will be as soon as
possible but no later than October 1, 2000.

Your annual base salary will be $220,000 per year, less payroll deductions and
withholdings, payable semi-monthly. You will also receive $80,000 annual
variable pay (based on achievement of Company target goals and MBOs related to
your specific job function), less payroll deductions and withholdings, payable
quarterly, equaling a total target salary of $300,000 per year.

You will have the option to purchase 250,000 shares of Common Stock pursuant to
the terms and conditions of the Company's stock option plan. The purchase price
per share will be the fair market value of the stock on the date of grant, as
determined by the Company's Board of Directors.

As an employee of FVC.COM, you will receive the customary benefits provided to
our employees, consistent with our standard plans. The Company may modify
compensation and benefits from time to time, as it deems necessary. Benefits,
payroll and other human resource management services are provided through TriNet
Employer Group, Inc. TriNet is an employer services bureau contracted by the
Company to perform selected employer responsibilities on our behalf including
the administration of payroll, benefits and other administrative functions. The
Company may change or terminate the TriNet relationship at any time with or
without notice.

You will be given an Employee Handbook and other information concerning standard
policies and benefits, The Company may modify, revoke, suspend or terminate any
of the terms, plans, policies and/or procedures described in the Employee
Handbook or otherwise communicated to you in whole or part, from time to time,
as it deems necessary. The Company may also change your position, duties, and
work location from time to time, as it deems necessary,

As a member of our team, you will be informed periodically of the Company's
policies and procedures for employees. As an FVC.COM employee, you will be
expected to abide by Company rules and regulations, and sign and comply with the
Company's Proprietary Information and Inventions Agreement which prohibits
unauthorized use or disclosure of FVC.COM's proprietary information.

To ensure rapid and economical resolution of any disputes which may arise under
this employment agreement, you and the Company agree that any and all disputes
or controversies, whether of law or fact of any nature whatsoever, with the sole
exception of those disputes which may arise from your Proprietary Information
and Inventions Agreement, arising from or regarding the interpretation,
performance, enforcement, or breach of this employment agreement shall be
resolved by confidential, final and binding arbitration (rather than trial by
jury or court or resolution in some other forum) under. the then-existing rules
of Judicial Arbitration and Mediation Services ("JAMS").

        The terms of this letter constitute our entire agreement regarding the
terms of your employment, including the Proprietary Information and Inventions
Agreement, and supersede any other agreements or promises made to you by anyone,
whether oral or written, and can only be modified in a writing signed by an
officer of the Company. This offer is contingent uponm receiving at least three
names of references and satisfactory responses from those references.

        As required by law, this offer of employment is subject to satisfactory
proof of your right to work in the United States. Your employment with FVC.COM
is at-will. This means you may terminate your employment with the Company at any
time and for any reason whatsoever simply by notifying the Company. Likewise,
the Company may terminate employment at any time and for any reason whatsoever,
with or without cause or advance notice. This at-will employment relationship
cannot be changed except in a written agreement signed by the President of the
Company.

If you choose to accept offer under the terms described above, please sign below
and return this letter to Human Resources - Attn.: Myra Mauricio by September
22, 2000.

We at FVC.COM look forward to having you as a member of our team. We believe
that the success of FVC will depend, above all else, on the quality and teamwork
of its people. We look forward to your favorable reply, and to a productive and
enjoyable work relationship.

Very truly yours,

FVC.COM

By: /s/ Ralph Ungermann
   ---------------------------
        Ralph Ungermann
        President and CEO

                                           ACCEPTED BY: /s/ Jim Griffin
                                                       ------------------------
                                                           Jim Griffin

                                                  DATE: September 15, 2000
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