EXHIBIT 10.9
                         GENERAL RELEASE OF ALL CLAIMS,
                               COVENANT NOT TO SUE
                        AND CONFIDENTIALITY OF AGREEMENT

I,  Joseph J.  Francesconi,  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 its President and CEO.

2.   N.E.T.  and I wish to preserve  the good will that exists  between us while
     settling  all  disputes  that may exist  between  us and  avoiding  further
     controversies.

3.   N.E.T.  and I mutually  agree to sever our  employer/employee  relationship
     effective  on March 31,  1999,  or the date a  successor  to my position is
     named (which shall be no later than May 31, 1999),  whichever  comes later,
     ("termination date").

4.   In  consideration  for  this  agreement,   N.E.T.  agrees  to  furnish  the
     following:

     a.   Continuation  of my salary at the gross rate of $400,000.00 per annum,
          for a period of up to three years from the termination date.

     b.   During the third year  following the  termination  date, I may receive
          salary  continuation at the gross rate of $400,000.00 per annum,  less
          any  salary I am earning  from work.  Any  payments  pursuant  to this
          subparagraph  is money in  addition  to  anything  I would  already be
          entitled and is  consideration  for my  agreement  to this  separation
          agreement and release.  Should I secure  employment at any time during
          the third year after the termination date, I shall immediately  inform
          the Sr. Vice President of Corporate Services of N.E.T.

     c.   All salary  continuation  discussed  in paragraph a above will be paid
          pro rata on a bi-weekly  basis,  in  accordance  with regular  payroll
          practices,  less all applicable payroll deductions as required by law.
          Unless I direct  otherwise  in writing,  checks will be either  direct
          deposited  or mailed to me at the  following  address:  1319 San Mateo
          Drive, Menlo Park, CA 94025.

     d.   I shall be  eligible  to receive a Variable  Compensation  Payment for
          fiscal year 99 only, if any Variable  Compensation is granted to other
          eligible N.E.T.  officers. 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.

     e.   Continuation of medical,  dental, life and disability insurance during
          the period of salary  continuation,  up to a maximum  of three  years.
          Notification under COBRA will be issued on the termination date.


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                                                                    EXHIBIT 10.9

     f.   Immediate  payment  on the  termination  date of  deferred,  Long Term
          Variable  Compensation  bonus from fiscal years 1996 ($100,000),  1997
          ($41,250), and 1998 ($110,000), for a gross total of $251,250.00, 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.

     g.   Continuation of my automobile allowance of up to $500.00 per month and
          my tax  planning  allowance of up to  $2,500.00,  per annum during the
          period of salary continuation, up to a maximum of three years from the
          termination date.

     h.   Immediate   vesting  on  the   termination   date  of  all  shares  of
          non-qualified  stock  options  and  all  shares  of  restricted  stock
          options,  plus any 1999 grant of stock  optionsfor which I am eligible
          pursuant to the N.E.T.  Stock Option  Agreement.  These options may be
          exercised during their remaining term.

     i.   Any accrued vacation as of the termination date will be paid out to me
          by  the  termination  date.   Vacation  will  cease  accruing  on  the
          termination date.

     j.   Reasonable  steps will be taken by N.E.T.  to assure that my telephone
          extension  will  remain  active to voice  mail  until the date  salary
          continuation ends. I agree to promptly advise N.E.T. in the event that
          this voice mail benefit is no longer needed by me.

     k.   I agree the  consideration  I will  receive in this  paragraph 4 is in
          addition  to  anything  to which I would  already be  entitled  and is
          consideration  for my  agreement  to  this  separation  agreement  and
          release.

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, causes of action if 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  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


<PAGE>

                                                                    EXHIBIT 10.9

     Housing Act, 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.

     The  provisions  of  Section  1542 of the  California  Civil  Code  and any
     analogous state or federal law, if any way applicable, are hereby waived by
     me. I  specifically  affirm my intention to release not only those claims I
     know 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 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


<PAGE>

                                                                    EXHIBIT 10.9

     representatives of 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,  which I am keeping
     as part of the consideration under this agreement:

           PC, N.E.T.  asset no. 022959, serial no. 9827BYQ3D694
           Monitor, serial no. 7163736
           Printer, serial no. 567BLB818W
           PowerMac 7200/90, N.E.T. asset no. 019676, serial no. FC602C4355F
           Apple Monitor serial no. 515161VH1XX
           Nokia 6160 cell phone, serial no. 23513816024

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  Inventors  Agreement  signed  by me (a copy of  which  is
     attached  hereto and  incorporated  herein by this  reference),  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.

12.  I understand  and agree that the furnishing of the  consideration  for this
     Release  will not be deemed or  construed at any time 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
     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.


<PAGE>

                                                                    EXHIBIT 10.9

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 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.

16.  During the period I am receiving salary continuation from N.E.T.,  unless I
     receive written permission to do so, 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.  If I breach this  agreement,  in
     addition to any other  remedies  N.E.T.  may have,  N.E.T.'s  obligation to
     provide me any salary continuation will cease immediately.

17.  I  acknowledge  that I have  been  given  at least  21 days to  review  the
     foregoing Release to 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 Agreement  specifically  supersedes the provisions regarding
     pay due at  termination  of  employment  contained  in the  CEO  Employment
     Continuation  Agreement,  signed  April 14,  1998.  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.

18.  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: January 26, 1999                          /s/ Joseph J. Francesconi
                                                     ---------------------------
                                                         Joseph J. Francesconi

     Network Equipment Technologies, Inc.

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

     Date: January 26, 1999