Prepared by MerrillDirect





NON-QUALIFIED STOCK
OPTION AGREEMENT


             THIS NON-QUALIFIED STOCK OPTION
AGREEMENT ("Agreement") is made by and between TeraGlobal
Communications Corp., a Delaware corporation ("TeraGlobal"), and
Robert E. Randall ("Randall").


             NOW, THEREFORE, in consideration of
the mutual benefit to be derived herefrom, TeraGlobal and Randall agree as
follows:


             1.          Grant
of Option.  TeraGlobal hereby grants
to Randall, the right, privilege and option ("Option") to purchase
1,000,000 shares of its common stock ("Stock") at $0.56 per share,
the closing  bid price on the first date
of his employment, as provided for in this Agreement.


             2.          Time
of Exercise of Option.  The Option
shall vest and may be exercised by Randall on the following schedule:


             Base Options:  Base options vest automatically provided
that Randall remains employed with TeraGlobal through the vesting date.




	January
  23, 2001	166,667
  Options
	January
  23, 2002	166,667
  Options
	January
  23, 2003	166,666
  Options






             Performance  Options: 
Performance options vest annually on the date of this Agreement, if and
only if TeraGlobal achieves the performance targets for the fiscal years set
forth below





	Fiscal
  Year 2001	166,667
  Options	 
	 	Performance Target: See attached
  Schedule A.	 
	Fiscal
  Year 2002	166,667
  Options	 
	 	Performance Target: To be determined by
  July 1, 2001	 
	Fiscal
  Year 2003	166,666
  Options
	 	Performance Target: To be determined by
  December 31, 2001
						







             3.          Method of Exercise.  Randall shall exercise the option in the
following manner:


                           3.1        Exercise Notice. 
Randall may exercise the Option, in whole or
in part by written notice to TeraGlobal in the form attached hereto as Exhibit
A (the "Exercise Notice"), stating the number of shares into which
the Option is being exercised.  Any exer­cise
may be with respect to any part or all of the shares then exercisable pursuant
to the Option. In the event the Option becomes exercisable by any person other
than Randall, the required notice under this Subsection 3.1 shall be
accompanied by appropriate proof of the right of such person to exercise the
Option.


                           3.2        Delivery of Shares. 
TeraGlobal will deliver a certificate for
the shares to Randall, subject to the terms of this Agreement and against
delivery to TeraGlobal of the Exercise Price as set forth in Subsection 3.3
below, at TeraGlobal's principal offices, or such other appropriate place as
may be mutually agreed upon.  The shares
will be issued out of previously authorized but unissued shares of Stock or
acquired or reacquired shares of Stock, as TeraGlobal may elect.  TeraGlobal shall not be required to issue
fractional shares.


             

                           3.3        Medium and Time of Payment.  The
Exercise Price shall be payable in full
upon any exercise of the Option by (i) a certified or bank cashier's check,
(ii) a promissory note (as described below), (iii) shares of Stock having a
fair market value on the Exercise Date in an amount equal to the Exercise
Price, or (iv) a combination of a certified or bank cashier's check, a
promissory note and shares of Stock having a fair market value on the Exercise
Date in an amount equal to the balance of the Exercise Price.


                           3.4        Fair Market Value.  The
fair market value of a share of Stock on
any relevant date (and for all other valuation purposes under this Agreement)
shall be determined in accordance with the following provisions:


                                       
3.4.1     Over-the-Counter Stock.  If the Stock is not at the time listed or
admitted to trading on any stock exchange but is traded in the over-the-counter
market, the fair market value shall be the mean between the highest bid and
lowest asked prices (or, if such information is available, the closing selling
price) of one share of Stock on the date in question in the over-the-counter
market, as such prices are reported by the National Association of Securities
Dealers through its NASDAQ system, or any successor system.  If there are no reported bid and asked
prices (or closing selling price) for the Stock on the date in question, then
the mean between the highest bid price and lowest asked price (or the closing
selling price) on the last preceding date for which such quotations exist shall
be determinative of fair market value.


                                       
3.4.2     Stock Exchange Traded Stock.  If the Stock is at the time listed or
admitted to trading on any stock exchange, then the fair market value shall be
the closing selling price of one share of Stock on the date in question on the
stock exchange determined by TeraGlobal's Board of Directors
("Board") to be the primary market for the Stock, as such price is
officially quoted in the composite tape of transactions on such exchange.  If there is no reported sale of Stock on
such exchange on the date in question, then the fair market value shall be the
closing selling price on the exchange on the last preceding date for which such
quotation exists.


                           3.5        Promissory Note. 
Subject to the requirements of applicable
state or Federal law or margin requirements, payment of all or part of the
purchase price of the Stock may be made by delivery of a full recourse
promissory note ("Promissory Note"). 
The Promissory Note shall be executed by Randall, made payable to
TeraGlobal and bear interest at such rate as the Board of Directors shall
determine, but in no case less than the minimum rate under the Internal Revenue
Code for the imputation of interest or original issue discount.  Unless otherwise determined by the Board,
interest on the Promissory Note shall be payable in quarterly installments on
March 31, June 30, September 30 and December 31 of each year.  A Promissory Note shall contain such other
terms and conditions as may be determined by the Board of Directors; provided,
however, that the full principal amount of the Promissory Note and all unpaid
interest accrued thereon shall be due not later than five years from the date
of exercise.  TeraGlobal may obtain from
Randall a security interest in the shares of Stock issued to Randall for the
purpose of securing payment of the Promissory Note and shall retain possession
of the stock certificates representing such shares in order to perfect its
security interest.





             4.          Restrictions on Exercise and
Delivery.  The exercise of each
Option shall be subject to the condition that, if at any time the Board of
Directors shall determine, in its sole and absolute discretion,


(a)         the satisfaction of any withholding tax
or other withholding liabilities, is necessary or desirable as a condition of,
or in connection with, such exercise or the delivery or purchase of Stock
pursuant thereto,



(b)        the listing, registration, or
qualification of any shares deliverable upon such exercise is desirable or
necessary, under any state or federal law, as a condition of, or in connection
with, such exercise or the delivery or purchase of shares pursuant thereto, or



(c)         the consent or approval of any
regulatory body is necessary or desirable as a condition of, or in connection
with, such exercise or the delivery or purchase of shares pursuant thereto,



then
in any such event, such exercise shall not be effective unless such with­holding,
listing, registration, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the Board.  Randall shall execute such documents and
take such other actions as are required by the Board to enable it to effect or
obtain such withholding, listing, registration, qualification, consent or
approval.  Neither TeraGlobal nor any
officer or director, or member of the Board, shall have any liability with
respect to the non-issuance  of the
shares or Randall's inability to sell shares as the result of any suspensions
imposed pursuant to this Section.


             5.          Termination
of Option.  Except as otherwise
provided in this Agreement, to the extent not previously exercised, the Option
shall terminate upon the first to occur of any of the following events:





(a)         TeraGlobal's dissolution or liquidation;



(b)        10 years from the date of this
Agreement;



(c)         the breach by Randall of any provision
of this Agreement;



(d)        90 days after termination of Randall's
participation as an employee or director with TeraGlobal;






(e)         six months after Randall's death, in which
event the person or persons to whom the rights of Randall hereunder shall pass
may exercise such Option to the extent that Randall, had Randall lived, would
have been entitled to exercise such Option on the date of Randall's death; or



(f)         as more fully set forth in Section
10.2, in the event of a Capital Transaction.



             6.          Nonassignability.  Options may not be sold, pledged, assigned
or transferred in any manner other than by will or by the laws of intestate
succession, and may be exercised during the Randall's lifetime only by
him.  Any transfer by Randall of any
Option granted under the Plan or this Agreement shall void such Option and
TeraGlobal shall have no further obligation with respect to such Option.  No Option shall be pledged or hypothecated
in any way, nor shall any Option be subject to execution, attachment or similar
process.


             7.          Restrictions
on Transfer of Shares Acquired. 
Randall represents and warrants to TeraGlobal that Randall understands
that, as of the date of this Agreement, (a) the Stock issuable upon exercise of
the Option has not been registered under the Securities Act of 1933, as amended
(the "Act") or qualified under any applicable state securities laws
and the Stock must be held indefinitely unless subsequently registered and qualified
thereunder or an exemption from registration and qualification is available,
and (b) TeraGlobal has made no agreements, covenants or undertakings whatsoever
(i) to register under the Act or any applicable securities laws the Stock
issuable upon exercise of this Option, or (ii) about the availability of any
exemption under the Act (including Rule 144 of the Act) or applicable state
securities.  Randall further represents
and warrants to TeraGlobal that he will not transfer the Stock in violation of the
provisions of any applicable securities statute or regulation.


             8.          Restrictive
Legends.  Each certificate
evidencing the shares of Stock acquired under this Agreement, including any
certificate issued to any transferee thereof, shall be imprinted with the
following legend, as well as any legend required by applicable state securities
laws:


THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED OR TRANSFERRED IN A
TRANSACTION WHICH WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, IN RELIANCE UPON AN EXEMPTION AFFORDED BY SUCH ACT.  NO SALE OR TRANSFER OF THESE SHARES SHALL BE
MADE, NO ATTEMPTED SALE OR TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE
REQUIRED TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION
SHALL HAVE BEEN DULY REGISTERED UNDER THE ACT OR (B) THE ISSUER SHALL HAVE
FIRST RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH REGISTRATION
IS NOT REQUIRED.



          

          9.          Rights as Shareholder.  Neither Randall nor his executor,
administrator, heirs or legatees, shall have any rights or privileges of a
shareholder of TeraGlobal in respect of the Stock unless and until certificates
representing such Stock shall have been issued in Randall's name.


             10.        Adjustments Upon Changes In
Capitalization.


                           10.1      Subdivisions or Consolidations. 
Subject to any required action by
TeraGlobal's shareholders, the number of Shares covered by any unexercised and
outstanding portion of the Option, and the Exercise Price in respect thereof,
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Stock resulting from a subdivision or consolidation of shares
of Stock or the payment of a Stock dividend (but only on all outstanding shares
of Stock) or any other increase or decrease in the number of such shares of
Stock effected without receipt of consideration by TeraGlobal.  Any fraction of a Share that would otherwise
result from an adjustment pursuant to this Subsection shall be rounded downward
to the next full number of Shares without other compensation or consideration.


                           10.2      Capital Transactions.  Upon a sale
of all or substantially all of
the assets of TeraGlobal, a merger or consolidation in which TeraGlobal is not
the surviving corporation, or any other similar transaction (all of the
foregoing shall be referred to as a "Capital Transaction"), if the
exercisability of the unexercised and outstanding portion of the Option is not
accelerated by the Board (as set forth below), and the acquiring corporation,
to the extent applicable, assumes TeraGlobal's obligations under the
unexercised and outstanding portion of the Option, then Randall shall be
entitled thereafter to purchase shares of Stock and other securities and
property in the kind and amount, and at the price, which Randall would have
been entitled had the unexercised and outstanding portion of the Option been
exercised prior to such event.


                           10.3      Board Discretion.  To the extent
that the foregoing adjustments
relate to Stock or securities of TeraGlobal, such adjustments shall be made by
the Board in its reasonable discretion. 
The grant of the Option shall not affect in any way the right or power
of TeraGlobal to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure or to merge or to consolidate or
to dissolve, liquidate or sell, or transfer all or any part of its business or
assets.  Whenever TeraGlobal shall take
any action resulting in any adjustment provided for in this Section TeraGlobal
shall forthwith deliver notice of such action to Randall, which notice shall
set forth the number of Shares subject to the unexercised and outstanding
portion of the Option and the Exercise Price in respect thereof resulting from
such adjustment.


                           10.4
     Acceleration of Vesting.  In the event of a Capital Transaction and to
the extent the Option is not yet fully vested in Randall, Randall shall have
the right immediately prior to such sale of assets, merger or consolidation, or
public offering or similar transaction, to exercise the Option in whole or in
part.


             11.        No Right of Employment.  Neither the grant nor exercise of any Option
nor anything in the Plan or this Agreement shall impose upon TeraGlobal or any
other corporation any obligation to employ or continue to employ any Randall.  The right of TeraGlobal and any other
corporation to terminate any employee shall not be diminished or affected
because an Option has been granted to such employee.







             12.        Notices.  Any notice to be given under the terms of
this Agreement shall be addressed to TeraGlobal in care of its Secretary at its
principal office, and any notice to be given to Randall shall be addressed to
such Randall at the address maintained by TeraGlobal for such person or at such
other address as Randall may specify in writing to TeraGlobal.


             13.        Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of Randall, his heirs and successors, and
of TeraGlobal, its successors and assigns.


             14.        Governing
Law.  This Agreement shall be
governed by the laws of the State of California.


             15.        Descriptive
Headings.  Titles to Sections are
solely for information purposes.


             IN WITNESS WHEREOF, this Agreement
is effective as of, and the date of grant shall be, January 29, 2001.


	 	 	TERAGLOBAL COMMUNICATIONS CORP.,
	 	 	 
	 	 	 
	 	 	By:JOHN
  F.A.V. CECIL


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


	 	 	Robert E. Randall