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                                                                    EXHIBIT 10.6
                       [SKYSTREAM CORPORATION LETTERHEAD]


                                                       Monday, September 8, 1997
Susan Ketcham
735 Nevada Avenue
San Mateo, CA 94402
(650) 343-0489

Dear Susan:

I am pleased to offer you the position of Director of Finance, reporting to
myself, Jim Olson, President and Chief Executive Officer at SkyStream
Corporation. In this position, you will be responsible for all aspects of
SkyStream's accounting and finance activities. You will also be responsible for
all aspects of our Human Resources function. As Director of Finance you will
receive a starting base salary of ninety thousand dollars ($90,000) per year.
You will also receive an annual bonus based on meeting mutually agreed
objectives. Your targeted bonus for meeting these objectives will be $20,000.
Your salary shall be paid twice per month and is subject to withholding for
federal, state and other applicable taxes.

Further, we will recommend to SkyStream's Board of Directors that you be
granted incentive stock options to purchase, 55,000 shares of SkyStream common
stock which will vest over a four year vesting schedule from the date of your
employment. Vesting will be annual for the first year and monthly the following
three years.

As an employee of SkyStream, you and your dependents will be entitled to
SkyStream medical, dental, life/AD&D, and 401k benefits as made available to
all SkyStream employees. Information on the details of our plans will be
delivered to you separately.

When you report to work, you will be expected to execute our standard company
agreement relative to patents, inventions and confidential information.

This is an offer for "at will" employment, and does not constitute an offer or
guarantee of employment for any period of time. Your employment and
compensation can be terminated at any time for any reason or for no reason,
subject to the terms hereof and your rights to compensation hereunder. If in
the first year of your employment, the company is acquired or sold, and, as a
result of such acquisition you are involuntarily or constructively terminated
without cause, you will nonetheless vest an aggregate of 25% of your stock
options. This letter constitutes the full and entire understanding and
agreement between the parties with respect to the subject of employment, and
supersedes any prior discussions.

This offer is effective through September 12, 1997. It will expire if not
accepted in writing by that date. I anticipate your start date to be October 1,
1997, or earlier. I look forward to your acceptance. Please sign and return one
of these letters upon acceptance and retain the other for your records.

Susan, we are all very excited about you joining SkyStream. We believe that
your background and accomplishments are ideal for what we need. I am confident
that you are the right person to lead our finance function and become a
valuable member of my executive team. The video networking and distribution
market is poised to explode and we excitedly look forward to exploiting that
opportunity with you at SkyStream.

Sincerely,



James D. Olson
Chief Executive Officer


ACCEPTED:   /s/ SUSAN KETCHAM                DATED:       9/8/97
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