EXHIBIT 10.10

                         GENERAL RELEASE OF ALL CLAIMS,
                               COVENANT NOT TO SUE
                          AND CONFIDENTIALITY AGREEMENT

I, Samuel Ezekiel,  on behalf of myself, my representatives,  heirs,  executors,
administrators,  successors, and assigns,  (hereinafter collectively referred to
as  "I/me"),  and NETWORK  EQUIPMENT  TECHNOLOGIES,  INC.,  its  affiliated  and
subsidiary entities, and the officers, directors, agents, employees,  attorneys,
successors,  and assigns of all of them (hereinafter collectively referred to as
"N.E.T."), agree as follows:

1. I am currently  employed by N.E.T.  as Sr. Vice  President,  Marketing in its
Fremont office.

2. The parties  wish to preserve  the good will that exists  between  them while
settling  all  disputes  that  may  exist  between  them  and  avoiding  further
controversies.

3.  Continuation  of my  employment  with N.E.T.  is not in the best interest of
either party,  and N.E.T.  and I mutually  agree to sever our  employer/employee
relationship effective April 1, 1999 ("termination date").

4.  N.E.T.  will  pay to me the  sum of  $17,500  per  month  commencing  on the
termination  date,  and ending on March 31, 2000 ("ending  date").  Installments
will be paid bi-weekly, less all applicable deductions. N.E.T. shall continue to
provide the following benefits: medical, dental, disability, and life insurances
until the ending date to the same extent as made available to regular  employees
of N.E.T. Any accrued vacation as of the termination date will be paid out to me
by the termination date.

I shall be eligible to receive a Variable  Compensation  Payment for fiscal year
1999, if any Variable  Compensation is granted to other eligible N.E.T. officers
and one year of  Officer's  Variable  Compensation,  if any is  granted to other
eligible  N.E.T.  officers for fiscal year 2000 (computed using the mid-point of
the applicable  range and the company "meets plan").  The Variable  Compensation
payment to me, if any,  shall be calculated in a manner that is consistent  with
payments made to other N.E.T.  officers, and such payment, if any, shall be made
to me at the same  time  that  similar  payments  are made to the  other  N.E.T.
officers.

Immediate  payment  on the  termination  date of  deferred,  Long Term  Variable
Compensation bonus from fiscal years 1997 ($33,750),  and 1998 ($30,000),  for a
gross total of  $63,750.00,  plus any Long Term Variable  Compensation  bonus to
which I would be  entitled  during  fiscal  year 1999.  The  deferred  Long Term
Variable  Compensation  payment to me, if any,  shall be  calculated in a manner
that is  consistent  with any deferred  Long Term  Variable  Compensation  bonus
awarded to other N.E.T. officers.

My stock options and  restricted  stock will continue to vest through the ending
date.  Any options vested by such date may be exercised up to three months after
the ending date,  subject to the N.E.T.  Stock Option Agreement  concerning such
options.

N.E.T. Confidential

<PAGE>

Should  I  secure   employment   or  enter   full-time   consulting  or  similar
relationships  with  one  or  more  entities  or  persons  (collectively  "other
employment")  during the period set forth above in the first  paragraph  of this
Section  4, I shall  immediately  inform the Sr.  Vice  President  of  Corporate
Services of N.E.T.  and my entitlement to  continuation of benefits and payments
provided  under this Release shall  terminate on the earlier of thirty (30) days
after commencement of such other employment or the above ending date.

5. For and in consideration  of the obligations of N.E.T.  incurred in Section 4
of this General Release Of All Claims,  Covenant Not To Sue And  Confidentiality
Agreement  (hereinafter  "Release"),  I hereby  completely  release  and forever
discharge  N.E.T.  from  all  claims,  rights,  demands,  actions,  obligations,
liabilities,  debts and  causes of action  of any and  every  kind,  nature  and
character  whatsoever,  known or unknown,  which I may now have or have ever had
against N.E.T.  (hereinafter,  "all claims"),  including without  limitation all
claims arising from or in any way connected with my employment by N.E.T.  or the
termination of that  employment,  whether based in tort or contract  (express or
implied),  or on any federal,  state, or local law, statute, or regulation,  and
all  claims I may have filed or caused to be filed in any court of law or before
any state or federal administrative agency before the execution of this Release.

6. I understand  and agree that in  consideration  of the foregoing I am waiving
any rights I may have had, now have, or in the future may have to pursue any and
all  remedies  available  to me under  any  employment-related  cause of  action
against N.E.T.,  including  without  limitation,  claims of wrongful  discharge,
emotional distress,  defamation,  breach of contract,  breach of the covenant of
good faith and fair dealing,  vacation pay after the resignation date, violation
of the provisions of the California  Labor Code, the California  Fair Employment
and  Housing  Act,  and any claims  under  federal or  California  statutory  or
decisional law pertaining to wrongful discharge, discrimination, retaliation, or
breach of public policy,  any claims arising under Title VII of the Civil Rights
Act of 1964, as amended, the California Constitution, the Equal Pay Act of 1963,
the Age Discrimination in Employment Act of 1967 as amended ("ADEA"),  the Civil
Rights Act of 1866, the Employee  Retirement  Income Security Act, and any other
laws and regulations relating to employment. In order to assure that this waiver
of rights under the ADEA is effective, I hereby acknowledge and agree that I may
have,  and have had, at least 21 days after receipt of this Release within which
to review, consider and discuss this Release with an attorney of my choosing and
to decide whether or not to execute this Release. I understand that I have seven
(7) days after  execution of this Release within which to revoke this Release by
providing to the Sr. Vice  President of Corporate  Services of N.E.T.  a signed,
written statement  revoking this Release.  Finally,  I understand and agree that
this Release shall not become  effective and that I shall not be entitled to any
consideration  hereunder  (even if  already  received)  until such seven (7) day
period has expired without any revocation.

7. I  understand  and agree that this is a full and final  release  covering all
known, unknown and unanticipated injuries, debts, claims, or damages to me which
have arisen or may have arisen in connection with my employment with N.E.T.,  as
well as those  injuries,  debts,  claims or damages  not now known or  disclosed
which  may  arise  from  my  employment,  as  specifically  described  above.  I
understand that Section 1542 of the California Civil Code, provides 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.

N.E.T. Confidential                     -2-

<PAGE>

The  provisions of Section 1542 of the  California  Civil Code and any analogous
state or federal  law,  if in any way  applicable,  are  hereby  waived by me. I
specifically  affirm my  intention to release not only those claims I know about
but also those claims against N.E.T. that I may not know about.

8. I agree that I will not initiate or cause to be initiated  against N.E.T. any
compliance review,  suit, action,  investigation,  or proceeding of any kind, or
participate in same,  individually or as a representative  or member of a class,
whether under any contract  (express or implied) or otherwise,  or under any law
or regulation,  whether federal,  state, or local,  pertaining in any way to any
matter  herein  released,  unless I am required to do so by law. I further agree
that I have no right to future  employment with N.E.T. and that N.E.T. will have
no obligation to re-employ me at any time in the future.

9. I will maintain both the fact and terms of this Release and any consideration
that I receive  in strict  confidence,  and will not  disclose  the fact of this
Release or any of its terms,  including the fact or amount of any payment to any
other person or entity (other than my spouse, my attorney and accountant in this
matter solely for use in providing  counsel and advice to me in this matter) for
any reason,  at any time,  without the prior written  consent of N.E.T.,  unless
required by law.  N.E.T.  agrees to maintain the fact and terms of this Release,
and  payments  under  this  Release  in  confidence,  except  for those  agents,
employees and  representatives  of N.E.T.  with a need to know. I understand and
agree that this  confidentiality  provision is an essential and material term of
this  Release  and I agree  that if I violate  this  provision,  N.E.T.  will be
relieved of any obligation to make future  payments to me under this  agreement;
that I will refund one-half of all sums previously paid to me hereunder and that
N.E.T.  will be entitled,  without  limitation,  to pursue  legal and  equitable
remedies for such violation.

10. I represent and warrant that I do not have in my possession, and that I have
not failed to return to N.E.T. (a) any records, documents, data, specifications,
drawings,  blueprints,  reproductions,  sketches, notes, reports,  proposals, or
copies of the foregoing, or other documents or material, or (b) any equipment or
other  property  belonging  to N.E.T.  or any of its  subsidiaries  or employees
except the following:

________________________________________________________________________________

___________________________________________________(write "None" if appropriate)

I will provide make,  model,  serial number and N.E.T.  asset tag number for any
equipment described above within two (2) weeks of execution of this Release. The
above identified items shall be returned as follows:

________________________________________________________________________________

________________________________________________________________________________


11. I  represent  and warrant  that I have  complied  with and will  continue to
comply  with all  terms  of the  N.E.T.  Employee  Proprietary  or  Confidential
Information  and  Inventions   Agreement  signed  by  me,   including,   without
limitation, refraining from soliciting N.E.T. employees; reporting to N.E.T. any
inventions  (as defined  therein)  conceived  or made by me; and  preserving  as
confidential all trade secrets,  confidential  information,  knowledge,  data or
other  confidential  information  relating  to  products,  processes,  know-how,
designs,  formulas, test data, customer lists, customer information,  employees,
the abilities of employees or other  confidential  subject matter  pertaining to
any  business  of  N.E.T.  or  any  of  its  clients,  customers,  licensees  or
affiliates.


N.E.T. Confidential                     -3-

<PAGE>

12. I understand  and agree that the  furnishing of the  consideration  for this
Release  will not be deemed or  construed  at any time or for any  purpose as an
admission of liability or wrongdoing by N.E.T.  Liability for any and all claims
is expressly  denied by N.E.T.  I further  understand and agree that the each of
the  releases,  waivers  and other  provisions  of Sections 5 through 11 and the
covenants  contained  in  Section  15 are  material  inducements  to N.E.T.  for
entering into this Release and that,  for the breach of any of them N.E.T.  will
be  entitled  to  pursue  legal  and  equitable  remedies,   including,  without
limitation, the right to seek restitution and injunctive relief.

13.  This  Release  shall be deemed to have  been  entered  into in the State of
California  by residents  of that state and shall be  construed  and enforced in
accordance with and governed by the laws of that state.

14.  Should  any part,  term,  or  provision  of this  Release  be  declared  or
determined by any court to be illegal or invalid,  the validity of the remaining
parts,  terms,  or provisions  will not be affected  thereby and said illegal or
invalid  part,  term,  or  provision  will  be  deemed  not to be a part of this
Release.

15.  N.E.T.  and I will fully  cooperate  in any  internal  N.E.T.  or  external
investigations  or  litigation  concerning  or  relating  to  N.E.T.  and any of
N.E.T.'s or my activities during the time that I was employed by or serving as a
consultant to N.E.T.  N.E.T.  and I will promptly advise the other of any formal
or informal  requests for information or cooperation  that may concern or relate
to the  interests  of the other in  connection  with any such  investigation  or
litigation.  Without the written  consent of N.E.T.,  prior to the ending date I
will not become  employed by nor be a consultant to any person or company that I
know or reasonably should have known at the time of commencing such relationship
competes directly with products or services marketed by N.E.T.

16.  I  acknowledge  that I have  been  given at  least  21 days to  review  the
foregoing  Release  and to  consult  counsel  of my own  choice  concerning  the
waivers,  releases and other provisions  before signing this Release,  that I am
fully aware of the  contents of this Release and of its legal  effect,  that the
preceding  paragraphs recite the sole  consideration for this Release,  that all
agreements and  understandings  between N.E.T. and me are embodied and expressed
herein, and that I enter into this Release freely,  without coercion,  and based
on my own judgment and not in reliance upon any representations or promises made
by N.E.T.  or anyone,  other than those  contained  herein.  Except as expressly
provided  herein,  this Release shall supersede and render null and void any and
all prior  agreements  between  the  parties.  This  Release may not be modified
except  in a  writing  signed  by me and the Sr.  Vice  President  of  Corporate
Services of N.E.T.

17. Should I at any time contest the validity or enforceability of this Release,
I  agree  to  immediately   repay  to  N.E.T.  any  and  all  monies  and  other
consideration that have been provided to me by N.E.T. pursuant to this Release.


Date: February 10, 1999                              /s/ Samuel Ezekiel
                                                ---------------------------
                                                        Samuel Ezekiel

Network Equipment Technologies, Inc.

By: /s/ Roger A. Barney
    --------------------------------
Its: Sr. VP Corporation Services

Date: February 10, 1999



N.E.T. Confidential                      -4-