Exhibit 10.42

January 5, 1998


Mr. Peter Hauser
The Tudor Lodge
22 Winkfield Road
Windsor, SL  44BG
United Kingdom

Dear Peter:

This letter  supersedes our letter to you dated  September 2, 1997. I am pleased
to offer you the  position of Vice  President,  International  Sales,  reporting
directly to me.

Cash Compensation
-----------------

o        Annual Base Salary of L106,000.  Your base and commission will be spilt
         in accordance with your efforts  expended inside the UK and outside the
         UK, which is estimated to be 35% and 65%  respectively.  We  understand
         from you that your status in the UK is "Resident  but not  ordinarily a
         resident  in the UK".  Therefore  based on this  status  you  should be
         eligible  for relief from UK taxes in respect to your  efforts  outside
         the UK. For details on your  status,  you may want to refer to your own
         UK tax advisor.  Premisys is also willing to have you speak with one of
         our tax representatives  should you have additional questions about the
         eligibility requirements for this tax relief.

o        Commission  Plan  for FY 98 will be  L48,000  annually.  Premisys  will
         guarantee  commission  payment  of  L4,000  per month for the first six
         months,  thereafter  commission  will be paid  based  upon  achievement
         against quota.

o        During your first month of employment, you will be paid a sign-on bonus
         of L20,000 (less  appropriate  deductions).  In the event you terminate
         your employment  prior to your 12 month  anniversary  date, you will be
         required to repay the sign-on bonus to Premisys on a pro-rata basis.

o        We will also  recommend to the Board of Directors or its designee  that
         they issue you options for 80,000 shares of Premisys  stock as governed
         by the Premisys  Employee  Stock Plan,  which will vest as set forth in
         the Plan (a copy of this plan was faxed to you earlier).

o        You will be eligible to receive, per company policy, a car allowance in
         the amount of L800 per  month.  The car  allowance  is to assist you in
         covering your automobile expenses inside the UK.

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Mr. Peter Hauser
January 5, 1998
Page 2


o        Tuition  allowance  for your children of up to L10,000 per year will be
         paid to you based upon presentation of itemized receipts.  This will be
         paid only for the first two years of your employment.

It is understood that as part of the company's effort to protect its proprietary
information,  you will assist in  safeguarding  the Company's  trade secrets and
related sensitive  information.  Consequently,  you will enter into an Invention
Assignment and Proprietary  Information Agreement with the company on your first
day of work.

You will be eligible to participate in the benefits program offered by Premisys,
in accordance  with our policies.  These  benefits may change from time to time,
and may require that you meet applicable eligibility requirements, if any. These
benefits include medical, life insurance, vacation, holidays, and Employee Stock
Purchase  Plan.  Please  refer to the  benefit  summary.  that was  faxed to you
earlier.

The offer contained in this letter constitutes the entire compensation agreement
between you and the Company.  Any verbal agreement,  assurances or understanding
will not alter this offer.

Peter,  should you have any  questions  about this offer,  please  contact me at
(510) 353-7667.  Also, if you are in agreement with this offer,  sign it and fax
it back to my attention at (510) 353-2310.


Sincerely,

/S/ Nicholas Williams

Nicholas  Williams
President and Chief Operating Officer


I accept the above offer of employment, pursuant to the items and conditions set
forth in this letter.

Signature:  /S/ Peter Hauser                Date:  January 5, 1998
           ----------------------                -----------------

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