TABLE OF CONTENTS




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|------------------------------------------- |  |  |  |  |  |  |  | 
|Exhibit 10.32                              
|EX-3.1.1.1 CERTIFICATE OF DECREASE         
|EX-10.6.3 CHANGE IN CONTROL AGREEMENT      
|EX-10.29.1 CHANGE IN CONTROL AGREEMENT     
|EX-10.30.1 CHANGE IN CONTROL AGREEMENT     
|EX-10.31 EMPLOYMENT AGREEMENT              
|EX-10.31.1 CHANGE IN CONTROL AGREEMENT     
|EX-10.32 EMPLOYMENT AGREEMENT              
|EX-10.32.1 CHANGE IN CONTROL AGREEMENT     
|EX-10.33 CHANGE IN CONTROL AGREEMENT       
|EX-21 SUBSIDIARIES OF THE REGISTRANT       
|EX-23 CONSENT OF PRICEWATERHOUSECOOPERS LLP



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Exhibit 10.32

December 20, 2000

Mr. Dalton Edgecomb
94-404 Southfield Avenue
Stamford, CT 06902

Dear Dalton:

On behalf of PictureTel Corporation (the Company), I am very pleased to offer
you an opportunity to immediately join our Company as the Vice President, Chief
Financial Officer and Corporate Officer of the Company reporting directly to
me.

The cash compensation in the offered position will contain two elements: an
annual base salary and an annual bonus opportunity under the PictureTel
Management Incentive Plan. The base salary for the position will be paid at the
biweekly rate of $8,461.53 (the equivalent of $220,000.00 annually based on 26
biweekly pay periods in the year). The offered base salary will be the minimum
paid while employed with the Company. As an Officer and Vice President of the
Company, a full performance and compensation (salary, bonus, and equity) review
is completed by the Compensation Committee of the Board during the quarter
immediately following the close of each fiscal year and recommendations acted
upon as appropriate.

The payment of a bonus under the Management Incentive Plan is predicated on the
Companys achievement of the annual revenue and profitability objectives
established at the start of the fiscal year and your performance in meeting
your Individual Goals for the year. The bonus opportunity will be 0% 40% of
base salary for full performance in meeting the objectives for the year, but
may range up to 80% of base salary for performance in excess of the plan. The
bonus, if any, is determined and paid in the first quarter following the close
of the fiscal year.

The Company will offer you a cash sign-on bonus in the amount of $50,000.00;
paid as follows: $25,000.00 within thirty (30) days of your hire date; and
$25,000.00 on the six month anniversary of your hire date.

In addition, we will recommend to the Compensation Committee of the Board of
Directors that you to be granted an option to purchase 125,000 shares of the
Common Stock of the Company (Option). The Option will vest over a four (4)
year period, with the first twenty-five (25) percent of the Option vesting one
(1) year following the date the option grant is approved and six and one
quarter (6.25) percent of the Option vesting each full three (3) month period
thereafter. The purchase price of the Option will be determined by the
Compensation Committee on the day your option grant is approved and will be no
less than the closing price as quoted on the National Market System of NASDAQ
on that date. Vesting shall be conditional on your continued full-time
employment with the company. All other conditions applicable to the Option
shall be set forth in a Stock Option Agreement representing the Option (which
shall follow the terms of the 1999 PictureTel Equity Plan) and such Stock
Option Agreement shall be delivered immediately following the day the Option is
approved. As a Vice President, additional option grants are subject to the
annual total compensation review discussed above.

The Company will provide you with full relocation assistance from Stamford,
Connecticut to the Andover, Massachusetts area. Relocation assistance will
include, but not be limited to, such things as the packing and shipment of your
household goods, the closing costs associated with the purchase of a new
residence, and one months base salary to cover miscellaneous expenses incurred
during your relocation. As appropriate, taxable expenses will be grossed up.
In the event that you voluntarily terminate your employment within eighteen
(18) months of relocation, the relocation expenses paid up to the termination
date shall be subject to repayment to the Company pro-rata for your service
with the company following the relocation.



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In the event that your employment with the Company is involuntarily terminated
for any reason other than for Cause, you will be entitled to receive a
continuation of your then current base salary for a period of twelve (12)
months (Severance Period). For purposes of this letter, Cause shall be
defined as and be limited to conviction of a felony or willful misconduct or
gross negligence in the performance of duties which result in material harm to
PictureTel. During the Severance Period, the Company will maintain your
eligibility to participate in the Companys group medical and dental plans and
will continue to contribute its share of the costs of such plans at the same
level as active employees. If you wish to continue your medical and dental
insurance coverage beyond the Severance Period, you may do so for up to a total
of eighteen (18) months (inclusive of the Severance Period) pursuant to your
rights under the Consolidated Budget Reconciliation Act (COBRA). If you elect
to continue coverage beyond the Severance Period, you will be responsible for
paying the full cost of the coverage.

Further, the Company will enter into a separate Change in Control Agreement
(CIC Agreement) which will provide you with certain benefits in the event of
an involuntary termination due to a change in control. The CIC Agreement will
include certain triggering events and provide, but not be limited to, severance
equal to the sum of (a) your then current base salary, plus (b) the highest
bonus paid in the three years preceding the triggering events, paid over a
consecutive twenty-four (24) month period. The full acceleration of all
unvested stock options in the event of a change in control is to be
specifically covered in the Stock Option Agreement and will not be included in
the CIC Agreement. The CIC Agreement will be executed concurrently with your
acceptance of our employment offer and the commencement of work with the
Company.

As an employee of the Company you will be entitled to participate in our
medical insurance benefit programs. We offer two options: (1) a competitive
medical and dental plan through Blue Cross Blue Shield of Massachusetts, or (2)
membership in the Harvard Pilgrim Community Health Plan, a Health Maintenance
Organization. You will be responsible for a portion of the premium cost, with
payment arranged through payroll deductions. A Section 125 reimbursement plan
to help with daycare and non-reimbursed medical expenses is available at your
election, also through payroll deductions. In addition, the Company provides
long-term disability, accidental death and dismemberment, and life insurance
coverage (life benefit equal to two (2) times your annual salary). The premiums
for the disability and life insurance are paid one hundred (100) percent by the
Company. The Company also offers a 401(k) Retirement Plan and a Section 423
Employee Stock Purchase Plan to all employees upon their becoming service
eligible. Finally, you will be entitled to paid holidays and vacation in
accordance with Company Policy

This offer is contingent on your providing proof of eligibility for employment.
On your first day of employment, please bring with you either: (a) a valid U.S.
Passport, or (b) a birth certificate and a drivers license, or (c) an original
Social Security card and a drivers license.

Please indicate your acceptance of this offer and your anticipated start date
by completing and signing the enclosed copy of this letter, the PictureTel
Application for Employment, and the Proprietary Information Agreement. Please
return all signed documents to Ralph Walker as soon as practical.

If you have any questions regarding this offer, please do not hesitate to call
Ralph or me. We look forward to your joining and being an important member of
our team.

Sincerely,

Lewis Jaffe
President and
Chief Operating Officer

ACCEPTED: ____________________________ Date: ____________

SS#: ________________ Anticipated Start Date: ________________