Exhibit 10.14

                        Roseville Communications Company
                                  P.O. Box 969
                           Roseville, California 95678



                                January 16, 2001



Bill M. DeMuth
Vice President, Chief Technology Officer
Roseville Communications Company
P.O. Box 969 Roseville, California 95678

Dear Bill:

     Roseville  Communications Company (the "Company") considers it essential to
the best interests of the Company and its  shareholders  to foster the continued
employment of key management personnel in a period of uncertainty  regarding the
Company's  future  in  light  of the  consolidation  in  the  telecommunications
industry.  In this  connection,  the  Board of  Directors  of the  Company  (the
"Board")  recognizes that the possibility of a change in control exists and that
such possibility,  and the uncertainty and questions which it necessarily raises
among  management,  may result in the  departure or  distraction  of  management
personnel  to the  detriment  of the  Company  and its  shareholders  when their
undivided  attention and commitment to the best interests of the Company and its
shareholders are particularly important.

     Accordingly,  the Board has  determined  that  appropriate  steps should be
taken to reinforce  and encourage  the  continued  attention  and  dedication of
members of the Company's  management,  including you, to their  assigned  duties
without distraction in the face of potentially disturbing  circumstances arising
from the possibility of a change in control of the Company.

     In order to  induce  you to  remain in the  employ  of the  Company  and in
consideration  of your  agreement  set forth in  Section 2 hereof,  the  Company
agrees that you shall  receive the benefits  set forth in this letter  agreement
("Agreement")  in the  event of a  "change  in  control  of the  Company"  and a
"constructive  termination"  (each as  defined  in  Section 2 hereof)  under the
circumstances described below.

     1. Term of Agreement.  This Agreement shall commence on the date hereof and
shall  continue in effect through  December 31, 2001;  provided,  however,  that
commencing  on January 1, 2001 and each January 1  thereafter,  the term of this
Agreement shall  automatically  be extended for one additional year unless,  not
later than by November 30 of the  preceding  year,  the Company shall have given
notice that it does not wish to extend this Agreement;  provided,  further, that
following a change in control of the Company (as  hereinafter  defined) the term
of this Agreement shall automatically  extend to the date which is two (2) years
following such change in control.

     2. Change in Control and  Constructive  Termination.  No benefits  shall be
payable  hereunder  unless  there  shall  have been a change in  control  of the
Company and  thereafter a  constructive  termination,  as set forth  below.  For
purposes of this Agreement, a "change in control of the Company" shall be deemed
to have  occurred if (A) any "person" (as such term is used in Section 13(d) and
14(d) of the  Exchange  Act),  other than a trustee or other  fiduciary  holding
securities  under an employee  benefit  plan of the  Company,  is or becomes the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or indirectly, of securities of the Company representing Twenty percent (20%) or
more of the  combined  voting power of the  Company's  then  outstanding  voting
securities;  (B) there is a merger or  consolidation of the Company in which the
Company does not survive as an independent  public company;  or (C) the business
or businesses of the Company for which your services are  principally  performed
are disposed of by the Company pursuant to a partial or complete  liquidation of
the Company,  a sale of assets (including stock of a subsidiary) of the Company,
or otherwise. For purposes of this Agreement,  "constructive  termination" shall
mean a change in control  of the  company,  as well as,  and as a direct  result
thereof,  (i) a decrease in the total amount of your base salary below its level
in effect on the date hereof or as the same may be increased  from time to time,
or a decrease in the bonus  percentage to which you are  entitled,  without your
consent, provided,  however, nothing herein shall be construed to guarantee your
bonus  award  if  performance  is  below  target,  or  (ii) a  reduction  in the
importance  of  your  job  responsibilities   without  your  consent,  with  the
determination of whether a reduction in job responsibility has taken place to be
in your discretion or, (iii) your geographical  relocation without your consent.
Absent written consent,  after a change in control of the Company,  no action or
inaction by you within ninety (90) days  following the  occurrence of the events
described in (i), (ii) or (iii) hereof shall be deemed consent to such events.

     3. Compensation  Following Change of Control and Constructive  Termination.
Subject to the terms and  conditions  of this  Agreement,  following a change in
control of the Company and  constructive  termination,  as defined in Section 2,
the  Company  shall pay you a lump sum  payment,  within ten (10) days after the
constructive termination, in the amount equal to the sum of:

          (A) The sum of your then  effective  annual  base  salary  through the
     termination date and any accrued vacation pay, plus

          (B) two times the sum of (I) your full  annual base salary on the date
     of the constructive termination, plus (II) the greater of your target bonus
     or the most recent annual bonus paid to you.

In addition, the Company shall continue to provide to you and your family at the
Company's  expense,  for twenty-four (24) months following the change in control
and the constructive termination, the life insurance,  medical, dental and other
benefits  provided  to you and your  family  immediately  prior to the change in
control and  constructive  termination.  The  Company  also shall pay to you all
legal fees and  expenses  incurred  by you in  seeking to obtain or enforce  any
right or  benefit  provided  by this  Agreement.  You shall not be  required  to
mitigate  the amount of any payment  provided  for in this  Section 3 by seeking
other  employment or  otherwise,  nor shall the amount of any payment or benefit
provided for in this Section 3 be reduced by any  compensation  earned by you as
the result of employment by another employer or by retirement benefits after the
date of termination, or otherwise.

         4.       Certain Additional Payments by the Company.

     (i)  Anything in this  Agreement to the  contrary  notwithstanding,  in the
event it shall be determined  that any payment or distribution by the Company to
or for your benefit  (whether paid or payable or  distributed  or  distributable
pursuant to the terms of this  Agreement or otherwise,  but  determined  without
regard to any additional  payments  required under this Section 4) (a "Payment")
would be  subject to the excise  tax  imposed  by Section  4999 of the  Internal
Revenue Code of 1986, as amended (the "Code") or any corresponding provisions of
state or local tax laws,  or any interest or penalties  are incurred by you with
respect to such excise tax (such excise tax, together with any such interest and
penalties,  are hereinafter  collectively referred to as the "Excise Tax"), then
you shall be entitled to receive an additional payment (a "Gross-Up Payment") in
an amount such that after your payment of all taxes  (including  any interest or
penalties imposed with respect to such taxes),  including,  without  limitation,
any income taxes (and any interest and penalties  imposed with respect  thereto)
and Excise Tax imposed  upon the Gross-Up  Payment,  you retain an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

     (ii)  Subject to the  provisions  of  Section  4(iii),  all  determinations
required to be made under this Section 4, including  whether and when a Gross-Up
Payment is required and the amount of such Gross-Up  Payment and the assumptions
to be utilized in arriving at such determination, shall be made by Ernst & Young
LLP or such other certified  public  accounting firm as may be designated by you
(the "Accounting Firm"),  which shall provide detailed  supporting  calculations
both to the  Company  and you within 15  business  days of the receipt of notice
from you that there has been a Payment,  or such earlier time as is requested by
the Company.  In the event that the Accounting  Firm is serving as accountant or
auditor for the individual, entity or group effecting the change of control, you
shall  appoint  another  nationally  recognized  accounting  firm  to  make  the
determinations  required hereunder (which accounting firm shall then be referred
to as the Accounting  Firm  hereunder).  All fees and expenses of the Accounting
Firm shall be borne solely by the Company.  Any Gross-Up Payment,  as determined
pursuant to this Section 4, shall be paid by the Company to you within five days
of the receipt of the Accounting Firm's determination.  Any determination by the
Accounting  Firm shall be binding  upon the  Company and you. As a result of the
uncertainty  in the  application  of Section 4999 of the Code at the time of the
initial  determination  by the Accounting  Firm  hereunder,  it is possible that
Gross-Up  Payments which will not have been made by the Company should have been
made  ("Underpayment"),  consistent  with the  calculations  required to be made
hereunder.  In the event that the  Company  exhausts  its  remedies  pursuant to
Section  4(iii) and you  thereafter are required to make a payment of any Excise
Tax, the Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such  Underpayment  shall be promptly paid by the Company to or
for your benefit.

     (iii) You shall  notify the Company in writing of any claim by the Internal
Revenue Service that, if successful, would require the payment by the Company of
the Gross-Up Payment.  Such  notification  shall be given as soon as practicable
but no later than ten  business  days after you are  informed in writing of such
claim and shall  apprise the Company of the nature of such claim and the date on
which such claim is requested to be paid.  You shall not pay such claim prior to
the  expiration of the 30-day  period  following the date on which you give such
notice  to the  Company  (or such  shorter  period  ending  on the date that any
payment of taxes with respect to such claim is due). If the Company notifies you
in writing  prior to the  expiration  of such  period that it desires to contest
such claim, you shall:

               (A) give the Company any information  reasonably requested by the
          Company relating to such claim,

               (B) take such action in connection  with contesting such claim as
          the Company  shall  reasonably  request in writing  from time to time,
          including,  without  limitation,  accepting legal  representation with
          respect  to such  claim  by an  attorney  reasonably  selected  by the
          Company,

               (C) cooperate with the Company in good faith in order effectively
          to contest such claim, and

               (D) permit the Company to participate in any proceedings relating
          to such claim; provided,  however, that the Company shall bear and pay
          directly all costs and  expenses  (including  additional  interest and
          penalties)   incurred  in  connection  with  such  contest  and  shall
          indemnify and hold you harmless, on an after-tax basis, for any Excise
          Tax or income tax  (including  interest  and  penalties  with  respect
          thereto)  imposed as a result of such  representation  and  payment of
          costs and expenses.  Without limitation on the foregoing provisions of
          this Section 4(iii),  the Company shall control all proceedings  taken
          in connection with such contest and, at its sole option, may pursue or
          forego any and all administrative appeals,  proceedings,  hearings and
          conferences  with the  taxing  authority  in respect of such claim and
          may, at its sole option,  either direct you to pay the tax claimed and
          sue for a refund or contest the claim in any permissible  manner,  and
          you agree to  prosecute  such  contest to a  determination  before any
          administrative tribunal, in a court of initial jurisdiction and in one
          or more appellate  courts,  as the Company shall determine;  provided,
          however, that if the Company directs you to pay such claim and sue for
          a refund, the Company shall advance the amount of such payment to you,
          on an  interest-free  basis and shall indemnify and hold you harmless,
          on an after-tax  basis,  from any Excise Tax or income tax  (including
          interest or penalties  with respect  thereto)  imposed with respect to
          such  advance or with  respect to any imputed  income with  respect to
          such advance;  and further  provided that any extension of the statute
          of limitations relating to payment of taxes for your taxable year with
          respect to which such contested amount is claimed to be due is limited
          solely to such contested amount. Furthermore, the Company's control of
          the  contest  shall be  limited  to  issues  with  respect  to which a
          Gross-Up Payment would be payable  hereunder and you shall be entitled
          to settle or contest,  as the case may be, any other  issue  raised by
          the Internal Revenue Service or any other taxing authority.

     (iv) If, after your receipt of an amount  advanced by the Company  pursuant
to Section  4(iii),  you become  entitled to receive any refund with  respect to
such claim, you shall (subject to the Company's  complying with the requirements
of  Section  4(iii))  promptly  pay to the  Company  the  amount of such  refund
(together  with any interest  paid or credited  thereon  after taxes  applicable
thereto).  If, after your receipt of an amount advanced by the Company  pursuant
to Section 4(iii), a determination is made that you shall not be entitled to any
refund with respect to such claim and the Company does not notify you in writing
of its intent to contest  such denial of refund  prior to the  expiration  of 30
days after such determination, then such advance shall be forgiven and shall not
be required to be repaid and the amount of such  advance  shall  offset,  to the
extent thereof, the amount of Gross-Up Payment required to be paid.

         5.       Successors; Binding Agreement.

     (i) The Company will require any successor (whether direct or indirect,  by
merger,  consolidation or otherwise) to all or substantially all of the business
and/or  assets of the  Company to  expressly  agree to perform  this  Agreement.
Failure of the  Company to obtain such  assumption  and  agreement  prior to the
effectiveness  of any such  succession  shall be a breach of this  Agreement and
shall entitle you to compensation from the Company in the same amount and on the
same terms as you would be entitled  hereunder  following a change in control of
the  Company  and  constructive   termination,   except  that  for  purposes  of
implementing  the  foregoing,  the date on which  any  such  succession  becomes
effective  shall be  deemed  the  date on  which  you  become  entitled  to such
compensation from the Company.  As used in this Agreement,  "Company" shall mean
the Company as  hereinbefore  defined and any  successor to its business  and/or
assets as  aforesaid  which  assumes  and agrees to perform  this  Agreement  by
operation of law, or otherwise.

     (ii) This  Agreement  shall inure to the benefit of and be  enforceable  by
your executors,  administrators,  successors, heirs, distributees,  devisees and
legatees.  If you  should  die while any  amount  would  still be payable to you
hereunder  if you had  continued to live,  all such  amounts,  unless  otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
your devisee,  legatee or other  designee or, if there is no such  designee,  to
your estate.

     6.  Notice.  For  purposes  of  this  Agreement,   notices  and  all  other
communications  provided for in this Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
registered mail,  return receipt  requested,  postage prepaid,  addressed to the
respective  addresses  set forth on the first page of this  Agreement,  provided
that all notices to the Company  shall be directed to the attention of the Board
with a copy to the Secretary of the Company,  or to such other address as either
party may have furnished to the other in writing in accordance herewith,  except
that notice of a change of address shall be effective only upon receipt.

     7. Miscellaneous. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by you and such  officer  as may be  specifically  designated  by the
Board.  No waiver by either  party hereto at any time of any breach by the other
party  hereto  of, or  compliance  with,  any  condition  or  provision  of this
Agreement  to be  performed  by such  other  party  shall be  deemed a waiver of
similar or  dissimilar  provisions  or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied,  with  respect to the  subject  matter  hereof have been made by either
party  which  are not  expressly  set  forth in this  Agreement.  The  validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of California.

     8. Validity.  The invalidity or  unenforceability  of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

     9.  Counterparts.  This Agreement may be executed in several  counterparts,
each of which shall be deemed to be an original but all of which  together  will
constitute one and the same instrument.

     10.  Supercedes  Prior  Agreements.  The  Company  and you agree  that this
Agreement supercedes all prior agreements,  whether written or oral, relating to
the subject matter of this Agreement  including,  without limitation,  any prior
letter  agreements  relating  to payments in the event of a change in control of
the Company,  or any  provisions of any letters of offer of employment  with the
Company."

     If this  letter sets forth our  agreement  on the  subject  matter  hereof,
kindly  sign and return to the Company the  enclosed  copy of this letter  which
will then constitute our agreement on this subject.

                                    Sincerely yours,

                                    ROSEVILLE COMMUNICATIONS COMPANY


                                    By
                                      ------------------------------------------
                                             Thomas E. Doyle
                                             Chairman

AGREED TO this _____ day

of ________________, 2001.

-------------------------------
Bill M. DeMuth