Prepared by MerrillDirect





EMPLOYMENT
AGREEMENT


             THIS EMPLOYMENT AGREEMENT
("Agreement") is effective as of January 29, 2001, by and between
TeraGlobal Communications Corp., a Delaware corporation
("TeraGlobal") and Robert E. Randall ("Randall") with
respect to the following facts.


             A.         TeraGlobal
is engaged primarily in the development, production and sale of networking
software for the delivery of integrated voice, video and data over common
broadband networks.


             B.          TeraGlobal
desires to engage Randall as its Chief Executive Officer and Randall desires to
accept such engagement to provide such services to TeraGlobal all on the terms
set forth in this Agreement.


             NOW THEREFORE, in consideration of
the foregoing premises and the mutual agreements set forth herein, the parties
hereto agree as follows:


             1.          Employment.  TeraGlobal engages Randall to serve as Chief
Executive Officer and Randall hereby accepts such engagement upon the terms and
conditions set forth in this Agreement.


             2.          Duties.  Randall will devote his full business time,
knowledge and skill to the performance of the duties and responsibilities as
Chief Executive Officer Officer of TeraGlobal. 
Randall shall perform the duties typically attendant in the role of
Chief Executive Officer, including oversight of all operating aspects of the
company. Randall shall report directly to the Board of Directors of TeraGlobal,
and shall perform such other duties as the Board of Directors reasonably may
require from time to time. 


             3.          Conflict
of Interest. Randall may act as a consultant for other companies,
non-profit trade organizations engaged in the telecommunications industry, and
may act as a member of the Board of Directors for such companies or
organizations.  This Agreement shall not
prohibit Randall from undertaking any such activities.  Randall understands that as an officer and
director of TeraGlobal he has a fiduciary duty of loyalty to TeraGlobal and
will not provide such services to any entity that directly competes with
TeraGlobal. 


             4.          Term
and Termination.  


                           4.1        Term.  The term of this
Agreement shall be for a period of two years,
subject to annual renewal by the parties prior to the anniversary of this
Agreement. 


                           4.2        Termination. 
Notwithstanding the foregoing, this
Agreement shall terminate immediately, effective upon the occurrence of any one
of the following events:


                                       
(a)         Randall's conviction of a felony or
other crime involving moral turpitude;


             

                                        (b)  
      Randall's continuing material breach of
or failure to perform his obligations hereunder, after reasonable written
notice, warning and opportunity to cure, or his continuing failure to abide by,
conform with or otherwise observe any material written TeraGlobal policy, or
the continuing failure to conform to the reasonable directives of the Board of
Directors;


                                       
(c)         Randall's death;


                                       
(d)        Randall's disability.  Randall shall be deemed disabled if he
becomes incapacitated by reason of sickness, accident or other physical or
mental disability and is unable to perform his normal duties under this Agreement
for a period of sixty (60) consecutive days, with or without reasonable
accommodation by TeraGlobal.


In the event that TeraGlobal terminates
Randall's employment pursuant to Sections 4.2 (a), (b), (c) or (d), TeraGlobal
shall promptly pay to Randall (or in the event that such termination is
pursuant to Section 4.2 (c), to Employee's estate or other legal
representative) the annual base salary provided for in Section 5.1 accrued to
the date of termination and not yet paid. 
Randall's rights and benefits under TeraGlobal's benefit plans and
programs shall be determined in accordance with the terms of such plans and
programs.


                           4.3        Severance Compensation. 
 If TeraGlobal terminates Randall's  employment other than pursuant to Sections
4.2(a), 4.2(b), or 4.2(c), then TeraGlobal shall continue to pay to Randall his
annual base salary, and contributions to medical, dental and life insurance
premiums, in the same periodic installments provided for in Section 5.1 hereof,
for a period equal to one month for each two months of service, up to a maximum
of twelve months (the "Severance Period").  If Randall is terminated under Section 4.2(d) any severance
compensation for base salary will be integrated with any disability insurance
proceeds paid to Randall during the Severance Period so that he receives no
more than an amount equal to 100% of his annual base salary under Section 5.1
during the Severance Period.  


             5.          Compensation
and Benefits.   


                           5.1        Base Salary.  As
compensation for all services rendered by
Randall under this Agreement, TeraGlobal shall pay Randall a base salary of Two
Hundred Twenty Five Thousand Dollars ($225,000.00) per annum.  This compensation shall be paid in
accordance with TeraGlobal's standard payroll procedures. 


                           5.2        Automobile Allowance. 
During the term of this Agreement, Randall
shall receive a $700 per month automobile allowance.


                           5.3        Bonus Salary.  Mr.
Randall shall be eligible to receive as
additional compensation for each year of this Agreement, a bonus payment equal
to 0-50% of his base salary, based on his performance.  The amount of any bonus salary, and the
timing of its payment, shall be determined by the Compensation Committee of the
Board of Directors in its sole discretion.       


             

                           5.4        Business Expenses.  During the term of
this Agreement, TeraGlobal
shall reimburse Randall for all reasonable and necessary out-of-pocket business
expenses of Randall related to Randall's duties hereunder in accordance with
the policies and procedures of TeraGlobal in effect from time to time.


                           5.5        Stock Options.  As
additional compensation for his duties as
Chief Executive Officer, Randall shall be granted 1,000,000 options to purchase
common stock of TeraGlobal pursuant to a separate nonqualified stock option
agreement and shall be eligible to receive additional option grants as
determined from time to time by the Compensation Committee of Board of
Directors of TeraGlobal.


                           5.6        Withholding.  All
compensation paid to Randall under this
Agreement shall be subject to customary withholding and employment taxes as
required by federal and state law.          


                           5.7        Vacation.  Randall
shall be entitled to three (3) weeks
annual paid vacation per year, subject to accrual and use in accordance with
written company policy in effect from time to time during the term of this
Agreement and applicable law.


             6.          Trade
Secrets.  


                           6.1        Trade Secrets In General
 .  During the course of Randall's employment,
Randall will have access to various trade secrets of TeraGlobal.  For purposes of this Agreement, "Trade
Secret" shall mean information that is not generally known to the public
and, as a result, is of economic benefit to TeraGlobal in the conduct of its
business.  Randall and TeraGlobal agree
that Trade Secrets shall include but not be limited to all information
developed or obtained by TeraGlobal and comprising the following items, whether
or not such items have been reduced to tangible form (e.g., physical writing):
all software code, methods, techniques, processes, ideas, trade names, service
marks, slogans, forms, customer lists, pricing structures, menus, business
plans, marketing programs and plans, layouts and designs, financial
information, operational methods and tactics, cost information, the identity of
or contractual arrangements with suppliers, the identity or buying habits of
customers, accounting procedures, and any document, record or other information
of TeraGlobal relating to the above. 
Trade Secrets include not only information belonging to TeraGlobal which
existed before the date of this Agreement, but also information developed by
Randall for TeraGlobal or its employees during the term of this Agreement.


                           6.2        Restriction on Use of Trade Secret
s.  Randall agrees that his use of Trade Secrets
is subject to the following restrictions during the term of the Agreement and
for an indefinite period thereafter so long as the Trade Secrets have not
become generally known to the public:


             

                                        (a)  
       Non-Disclosure.  Randall will not publish or disclose, or
allow to be published or disclosed, Trade Secrets to any person who is not an
employee of TeraGlobal unless such disclosure is necessary for the performance
of Randall's obligations under this Agreement. 



                                       
(b)        Use Restriction.  Randall shall use any Trade Secret only for
the limited purpose for which it was disclosed.  Randall shall not disclose any Trade Secret to any third party
other than in accordance with customary practices and existing agreements with
customers and shall disclose the Trade Secret only to other employees of
TeraGlobal or as provided under such agreements with customers having a need to
know.  Randall shall promptly notify
TeraGlobal of any Trade Secret disclosed other than in accordance herewith.


                                       
(c)        
Non-Removal.  Randall
will not remove any Trade Secrets from the offices of TeraGlobal or the
premises of any facility in which TeraGlobal is performing services, or allow
such removal, other than in accordance with customary practices and existing
agreements with customers.


                                       
(d)        Surrender Upon Termination.  Upon termination of his employment with
TeraGlobal for any reason, Randall will surrender to TeraGlobal all documents
and materials in his possession or control that contain Trade Secrets.


                                       
(e)         Prohibition Against Unfair Competition. At any time
after the termination of his employment with TeraGlobal for any reason, Randall
will not engage in competition with TeraGlobal while making use of the Trade
Secrets of TeraGlobal.


             7.          Inventions.  Any and all inventions, innovations, or
improvements (“Inventions”) made, developed or created by the Randall (whether
at the request or suggestion of TeraGlobal or otherwise, whether alone or in
conjunction with others, and whether during regular hours of work or otherwise)
during the term hereof that may be directly or indirectly useful in, or relate
to, the business of TeraGlobal, shall be promptly and fully disclosed by
Randall to TeraGlobal and shall be TeraGlobal's exclusive property as against
Randall and Randall shall promptly deliver to an appropriate representative of
TeraGlobal all papers, drawings, models, data and other material relating to
any Inventions that he makes or creates. 
Randall shall, at the request of TeraGlobal, and without any payment
therefor, execute any documents necessary or advisable in the opinion of TeraGlobal's
counsel to direct issuance of patents or copyrights to TeraGlobal with respect
to such Inventions as are to be TeraGlobal's exclusive property as against
Randall or to vest in TeraGlobal title to such Inventions as against
Randall.  The expense of securing any
such patent or copyright shall be borne by TeraGlobal.  Notwithstanding the foregoing, the Agreement
does not require assignment of an Invention which qualifies fully for
protection under Section 2870 of the California Labor Code, a copy which is
attached as Exhibit A.


             8.          Non Solicitation.  During the term of employment of Randall and
until the expiration of twenty-four (24) months following the termination of
the employment of Randall, Randall shall not:





                                       
(a)         advise or in any way encourage any
person, firm or corporation who is, at the time of termination of employment of
Randall, or was at any time during the term of employment of Randall with
TeraGlobal, a customer or client of TeraGlobal, to breach any contract with
TeraGlobal;


                                       
(b)        recruit, hire, assist others in the
soliciting, recruiting or hiring, or discuss other employment with, any person
who is at the time of termination of the employment of Randall with TeraGlobal,
or was at anytime during the employment of Randall with TeraGlobal, an employee
of TeraGlobal, or induce or attempt to induce any such employee to terminate
his or her employment with TeraGlobal.


             9.          Unfair
Competition, Misappropriation of Trade Secrets and Violation of Solicitation
Clauses.  Randall acknowledges that
unfair competition, misappropriation of Trade Secrets or violation of any of
the provisions contained in Sections 7 and 8 would cause irreparable injury to
TeraGlobal, that the remedy at law for any violation or threatened violation
thereof would be inadequate, and that TeraGlobal shall be entitled to temporary
and permanent injunctive or other equitable relief without the necessity of
proving actual damages.  Randall agrees
that such relief shall be available in a court of law regardless of the
arbitration provisions contained in Section 12 of this Agreement.      


             10.        Survivorship.  The respective rights and obligations of
Randall and TeraGlobal hereunder shall survive any termination of this
Agreement to the extent necessary to the intended preservation of such rights
and obligations.


             11.        Construction.  The headings used in this Agreement are for
convenience or reference only and shall not affect the construction of, or be
taken into consideration in interpreting, any provision of this Agreement.   The terms of this Agreement shall be
interpreted in accordance with their plain meaning and shall not be construed
for or against a particular party.


             12.        Arbitration.  Except as provided in Section 9, any dispute
or claim that may arise out of the provisions of this Agreement which cannot be
resolved by agreement of the parties acting in good faith within a reasonable
time, including any interpretation or alleged breach hereof, shall be resolved
by arbitration in accordance with the then-effective employment arbitration
rules of the San Diego, California, Chapter of the American Arbitration
Association.  Except as otherwise set
forth in Section 9 hereof, the parties intend that litigation not be used to
settle any dispute or claim arising out of this Agreement.  The written determination and award of the arbitrator
or arbitrators, as applicable, shall be final, binding and conclusive, and such
determination may be entered in any court of competent jurisdiction with each
side to pay their own attorneys' fees and costs.


             13.        Entire
Agreement.  This Agreement and any
agreements referred to in this Agreement, sets forth the entire understanding
and agreement between the parties with respect to the subject matter hereof and
supersedes all other oral or written representations and understandings. This
Agreement may only be modified by a writing signed by Randall and TeraGlobal.





             14.        Severability.  The parties agree that this Agreement is
severable and that in the event any provision of this Agreement is held to be
illegal, invalid or unenforceable, the legality, validity and enforceability of
the remaining provisions will not be affected or impaired.  Additionally, the parties expressly grant to
any court or other entity interpreting this Agreement the power and authority to
modify the terms of this Agreement to extent necessary to allow enforcement of
this Agreement to the fullest extent allowed by law, consistent with the intent
of the parties as evidenced by this Agreement.


             15.        Successors
and Assigns.  This Agreement shall
be binding upon, and inure to the benefit of TeraGlobal and its successors and
assigns.  The services called for under
this Agreement are personal to Randall, and Randall may not assign any of his
rights or obligations under this Agreement without TeraGlobal's prior written
consent.


             16.        Waivers.  No waiver of any of the provisions of this
Agreement shall be deemed to be or shall constitute a waiver of any other
provision of this Agreement, whether or not similar, nor shall any waiver
constitute a continuing waiver.  No
waiver of any provision of this Agreement shall be binding on the parties
hereto unless it is executed in writing by the party making the waiver.


             17.        Counterparts.  This Agreement may be executed in one or
more counterpart copies, each of which shall be deemed to be an original and
all of which taken together shall be deemed one and the same instrument.


             IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed as of the date first written
above.


	 	TeraGlobal
  Communications Corp.
	 	 
	 	 
	 	By: JOHN F.A.V. CECIL


	 	John F.A.V. Cecil, Chairman
	 	 
	 	 
	 	 
	 	ROBERT E. RANDALL


	 	Robert E. Randall






 


EXHIBIT
A


SECTION
2870

CALIFORNIA LABOR CODE


             (a)         Any provision in an employment
agreement which provides that an employee shall assign, or offer to assign, any
of his or her rights in an invention to his or her employer shall not apply to
an invention that the employee developed entirely on his or her own time
without using the employer's equipment, supplies, facilities, or trade secret
information except for those inventions that either:


             (1)         Relate
at the time of conception or reduction to practice of the invention to the
employer's business, or actual or demonstrably anticipated research or
development of the employer; or



             (2)         Result
from any work performed by the employee for the employer.



             (b)        To
the extent a provision in an employment agreement purports to require an
employee to assign an invention otherwise excluded from being required to be
assigned under subdivision (a), the provision is against the public policy of
this state and is unenforceable.