AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


     THIS  AMENDED  AND  RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made
and  entered  into  as  of  the  ________  day  of November, 1999 by and between
CONCURRENT  COMPUTER  CORPORATION,  a  Delaware  corporation  with its corporate
headquarters  in  Georgia  ("Company"),  and  STEVE  G. NUSSRALLAH ("Employee").

     WHEREAS, the Company and Employee have entered into an Employment Agreement
dated  as  of  November  17,  1998  (the  "Original  Agreement");  and

     WHEREAS,  the Company and Employee desire to amend and restate the Original
Agreement  and  thereby  to  replace  and  supercede  it  with  this  Agreement;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and  agreements contained herein, and for other good and valuable consideration,
the  receipt  and adequacy of which are hereby acknowledged, the parties hereto,
intending  to  be  legally  bound,  hereby  agree  as  follows:

     1.   EMPLOYMENT.  The  Company  hereby  employs  Employee,  and  Employee
          ----------
hereby  accepts  employment,  upon  the  terms of and subject to this Agreement.

     2.   TERM.  The  term  ("Term") of this Agreement shall commence and this
          ----
Agreement shall become effective as of the date hereof, and shall continue until
otherwise  terminated  by  either party at any time in accordance with the terms
hereof.

     3.   DUTIES.  During  his  employment  hereunder  from  the  date  hereof
          ------
through  December  31,  1999,  Employee  shall  serve as the President and Chief
Operating  Officer  of  the  Company.  In  such  capacity,  Employee  shall have
responsibility  for  the  day-to-day  operations  of the Company, subject to the
authority  and  control  of  the  Chief  Executive  Officer of the Company.  The
Company  shall take such actions as necessary to appoint Employee as a member of
the  Board  of  Directors of the Company effective on the date hereof or as soon
thereafter  as practicable.  Commencing January 1, 2000, Employee shall serve as
the  President  and  Chief  Executive Officer of the Company.  In such capacity,
Employee shall have general and active charge of the business and affairs of the
Company,  and  responsibility  for  the  day-to-day  operations  of the Company,
subject  to  the authority and control of the Board of Directors of the Company.
Throughout  the term of employment hereunder, the Employee shall devote his full
time  and  undivided  attention during normal business hours to the business and
affairs  of  the  Company,  as  appropriate  to  his duties and responsibilities
hereunder,  except for reasonable vacations and illness or other disability, but
nothing  in  this Agreement shall preclude the Employee from devoting reasonable
periods  required  for serving as a director or member of any advisory committee
of  not  more  than  two  (at  any time) "for profit" organizations involving no
conflict  of  interest with the interests of the Company (subject to approval by
the  Board  of Directors, which approval shall not be unreasonably withheld), or
from  engaging  in  charitable  and  community  activities, or from managing his
personal  investments, provided such activities do not materially interfere with
the  performance  of  his  duties  and  responsibilities  under  this Agreement.


                                      -1-
<PAGE>
     4.   COMPENSATION.
          ------------

          a.     Salary:  Employee  shall  be paid an initial salary of $280,000
per  year,  payable  in  equal  installments  not less than monthly.  Commencing
January 1, 2000, Employee shall be paid a salary of $318,000 per year payable in
equal  installments  not  less  than  monthly.  The  Employee's  salary shall be
reviewed  at  least  annually.

          b.     Stock  Option/Bonus:  In  addition to salary, Employee shall be
entitled  to  participate  in the Company's Stock Option Plan (the "Stock Option
Plan")  and  Employee  was  granted  an option (herein "Option # 1") to purchase
1,000,000  shares  of  common stock of the Company (such number to be subject to
adjustment  as  provided  in  section 5, paragraph 3, of the Stock Option Plan),
such  grant occurring on November 17, 1998.  The per share exercise price of the
option was the fair market value of the Company's common stock as of the date of
grant  ($2.75), and the option vests in three equal annual installments over the
three-year  period  that  commenced  November  17,  1998.  The Employee was also
granted  a  long-term  option  (herein  "Option  # 2") to purchase up to 250,000
shares  of  common  stock  of  the Company, such grant occurring on November 17,
1998,  at  an exercise price equal to the fair market value of a share of common
stock as of the date of grant ($2.75), and the option shall vest in its entirety
on  November  17, 2001, and the Employee has also been granted an option (herein
"Option  #  3")  to purchase up to 50,000 shares of common stock of the Company,
such  grant occurring on August 17, 1999, at an exercise price equal to the fair
market value of a share of common stock as of the date of grant ($8.00), and the
option  shall vest in three equal annual installments over the three year period
that  commenced  on  August  17,  1999.  Further,  Employee has been and will be
provided  with  an  annual  bonus  opportunity  with an initial target bonus for
Employee  of  $150,000, representing 60% of Employee's prior annual salary under
the Original Agreement (hereafter the "Executive Bonus Plan"), the actual amount
to  be  paid  depending  upon  the  degree of achievement of various objectives.
Commencing  January  1,  2000,  Employee  shall be provided with an annual bonus
opportunity  of  65%  of  Employee's annual salary as set forth in Paragraph 4.a
above,  the actual amount to be paid depending upon the degree of achievement of
various objectives.  The objectives for each year and other terms and conditions
of  the  bonus  opportunity  shall be established by the Board of Directors or a
committee  thereof  and shall be reasonably consistent with the business plan of
the  Company  for  such  year,  or portion thereof, established in advance.  The
target bonus opportunity may be increased to no more than an additional 100% for
superior  performance  as defined and determined under the Executive Bonus Plan.

          c.     Insurance:  During  his employment hereunder, Employee shall be
entitled  to  participate  in  such health, life, disability and other insurance
programs, if any, that the Company may offer to other key executive employees of
the  Company  from  time  to  time.

          d.     Other  Benefits:  During  his  employment  hereunder,  Employee
shall  be entitled to such other benefits, if any, that the Company may offer to
other  key  executive employees of the Company from time to time.  Certain other
benefits  are  described  on  Schedule  A  hereto.  In addition, the Company and
Employee  have entered into an Indemnification Agreement in the form the Company
may  enter  into  with other key executive employees of the Company from time to
time.


                                      -2-
<PAGE>
          e.     Vacation:  Employee  shall  be  entitled to four weeks vacation
leave  (in  addition to holidays) in each calendar year during the Term, or such
additional  amount  as  may be set forth in the vacation policy that the Company
shall  establish  from  time  to  time.

          f.     Expense  Reimbursement:  Employee  shall,  upon  submission  of
appropriate supporting documentation, be entitled to reimbursement of reasonable
out-of-pocket  expenses  incurred  in the performance of his duties hereunder in
accordance  with  policies  established  by  the  Company.  Such  expenses shall
include,  without  limitation,  reasonable  entertainment expenses, gasoline and
toll  expenses  and  cellular  phone  use  charges, if such charges are directly
related  to  the  business  of  the  Company.

     5.   GROUNDS  FOR  TERMINATION.  The Company may terminate this Agreement
          -------------------------
for  Cause.  As  used  herein, "Cause" shall mean any of the following:  (a) the
Employee  (1) has been convicted of a felony, or (2) has been held liable to the
Company  by  a  court  of competent jurisdiction for a breach of fiduciary duty,
tort  or  other  violation of law, which results in a material adverse affect on
the  Company;  or  (b)  the Employee (i) has willfully and grossly neglected his
duties  as  set  forth under this Agreement, or (ii) has intentionally failed to
observe  specific  written  directives  or  policies  of the President and Chief
Executive  Officer  or the Board of Directors, which directives or policies were
consistent with his positions, duties and responsibilities hereunder and did not
violate  applicable  law,  and  which  neglect  or  failure had, or will have, a
material adverse effect on the Company.  Prior to any termination for Cause, the
Employee  shall  be given written notice (the "Cause Notification") by the Board
of  Directors  which  notice  shall  set  forth  (1)  the  specific action(s) or
inaction(s)  which constitute "Cause" under this Agreement, (2) that the Company
intends  to  terminate  the Employee's employment for Cause under this Section 5
unless  the  Employee  takes  remedial  action (as set forth below), and (3) the
remedial  action(s)  which  the  Company  would  accept.  Within  15 days of his
receipt  of such Cause Notification, the Employee shall have the right to have a
meeting  with  the  Board  of  Directors  to  discuss  such  specific actions or
omissions.  Within  30  days  after  receipt of such Cause Notification (or such
later  date  as  the  Board  may  determine  in  good  faith  and communicate to
Employee),  but  in  no event less than a reasonable period after the receipt of
the Cause Notification by the Employee (the "Remedy Period"), the Employee shall
have the opportunity to remedy the situation.  In the event that the Employee is
terminated  following  the  Remedy Period, the Employee shall be furnished as of
his  date of termination an additional written notice specifying (1) his date of
termination,  (2) each and every reason for the Employee's termination for Cause
by  the  Company, and (3) each and every reason that the Company does not accept
the  remedial  action  taken  by  the Employee.  To the extent that the Employee
incurs  legal expenses by seeking the advice and representation of legal counsel
to  respond to a Cause Notification for an event listed in clause (b) above (but
not  clause (a) above) or to respond to a subsequent termination of the Employee
for  such  Cause  under this Agreement (including, but not limited to, any legal
action  against the Company challenging such termination), the Employee shall be
entitled  to reimbursement by the Company of all such legal expenses incurred by
the  Employee  up  to a maximum aggregate amount of $100,000.  In the event that
the  Company  terminates  the employment of the Employee for Cause in accordance
with  the  provisions of this Paragraph 5, then the provisions of Paragraph 7 of
this  Agreement  shall  apply.


                                      -3-
<PAGE>
     6.   TERMINATION  BY  EMPLOYEE  FOR  GOOD REASON.  Employee may terminate
          -------------------------------------------
this  Agreement and his employment with the Company (including its subsidiaries)
at  any  time  with  Good  Reason.  "Good  Reason"  shall  exist  if:

          a.     the  Company  demotes  or  otherwise  elects  or  appoints  the
Employee  to  lesser  offices  than set forth in Section 3, or fails to elect or
appoint him to such; provided, however, that it shall not constitute Good Reason
for  Employee  to  terminate this Agreement or his employment if Employee is not
elected  or  re-elected  to,  or  is removed from, the Board of Directors of the
Company  by its shareholders pursuant to the Company's Articles of Incorporation
or  Bylaws  or  otherwise  as  permitted  by  law.

          b.     the  Company causes a material change in the nature or scope of
the  authorities,  powers, functions, duties or responsibilities attached to the
Employee's  positions  as  described  in  Section  3;

          c.     the Company causes Employee to relocate more than 50 miles from
Atlanta,  Georgia;

          d.     the  Company  decreases  the  Employee's compensation below the
levels  provided  for  by  the terms of Section 4 (taking into account increases
made  from  time  to  time  in  accordance  with  Section  4);

          e.     the  Company  materially  reduces the Employee's benefits under
any  employee  benefit plan, program or arrangement of the Company (other than a
change  that  affects all employees similarly situated) from the level in effect
upon  the  Employee's  commencement  or  participation;

          f.     the Company commits any other material breach of the provisions
of  this  Agreement  (except  those  set  forth  in  Paragraph 4.a) and employee
provides  at  least 15 days' prior written notice to at least two members of the
Company's  Board  of Directors of the existence of such breach and his intention
to  terminate  this  Agreement  (no  such termination shall be effective if such
breach  is  cured  during  such  period);

          g.     the  Company  fails  to comply with the provisions of Paragraph
4.a.  for  an  uninterrupted  10  day  period;  or

          h.     in  the  event  the  Company  fails to dispose of its real-time
division  by January 1, 2000 and the Company fails to complete a public offering
by  June  15,  2000,  raising  at  least  $40,000,000,  with  respect  to  the
Video-on-Demand  division,  whereby, 1) the Video-on-Demand division is spun off
from  the  Company  and  becomes  a publicly traded company, and 2) the Employee
shall  become  the  CEO  of  the  new  video-on-demand  public  company.

In  the event that the Employee terminates his employment in accordance with the
provisions  of  this  Paragraph  6,  then  the provisions of Paragraph 8 of this
Agreement  shall  apply.

     7.   PAYMENT  AND  OTHER  PROVISIONS  FOR  TERMINATION  FOR  CAUSE  OR BY
          --------------------------------------------------------------------
EMPLOYEE  WITHOUT  GOOD  REASON.  In  the  event  Employee's employment with the
-------------------------------
Company  (including  its subsidiaries) is terminated by the Company for Cause as
provided  in  Paragraph  5  then, on or before Employee's last day of employment
with  the  Company,  the provisions of this Paragraph 7 shall apply.  These same
provisions  shall apply if the Employee terminates his employment other than for
Good  Reason  in  accordance  with  the  provisions  of  Paragraph  6  hereof.

          a.     Compensation:  The  Company shall pay in a lump sum to employee
such  amount  of compensation due Employee for services rendered to the Company,


                                      -4-
<PAGE>
as  well  as  compensation  for unused vacation time, as has accrued but remains
unpaid.  Any  and  all  other  rights  to  compensation  of  any kind granted to
Employee  under  this  Agreement  shall terminate as of the date of termination,
except  as  may  be  otherwise  required  by  statute.

          b.     Noncompetition/Nonsolicitation  Period:  The  provisions  of
Paragraphs  14  and  15  shall  continue to apply with respect to Employee for a
period  of  one  year  following  the  date  of  termination.

     8.   PAYMENT  AND  OTHER PROVISIONS FOR TERMINATION FOR GOOD REASON OR BY
          --------------------------------------------------------------------
THE  COMPANY  OTHER THAN FOR CAUSE.  In the event Employee's employment with the
----------------------------------
Company (including its subsidiaries) is terminated by the Company for any reason
other  than for Cause as provided in Paragraph 5 and other than as a consequence
of  Employee's  death or disability, then the following provisions apply.  These
same  provisions  shall  apply  if  Employee  terminates his employment for Good
Reason  in accordance with the provisions of Paragraph 6 hereof, however, if the
Employee  exercises  his right to terminate under section 6h above, the Employee
agrees  to  give  the Company at least 90 days notice of his intent to terminate
his  employment  under  such  section  6h.  The  Employee  may  give such notice
beginning  March  15,  2000.

          a.     Salary and Bonus Payments:  On or before Employee's last day of
employment  with  the  Company,  the Company shall promptly pay in a lump sum to
Employee  as  compensation  for  services  rendered to the Company a cash amount
equal  to  twice  (three  times  such sum in the case of a termination occurring
during  the period (a "Change of Control Period") beginning on the occurrence of
a Change in Control (as defined in Paragraph 8.f. below) and ending on the third
anniversary  of  such  Change  in  Control)  the sum of the amount of Employee's
annual  base  salary  and  the target bonus under the Executive Bonus Plan as in
effect  immediately  prior  to  his date of termination.  At the election of the
Company,  the  cash  amount  referred  to  in this Paragraph 8.a. may be paid to
Employee  in  periodic installments in accordance with the normal salary payment
procedures  of  the  Company,  except  that for a termination occurring during a
Change  of  Control  Period,  the cash amount referred to in this Paragraph 8.a.
shall  be  paid  in  a  single  lump  sum  on  the  date  of  termination.

          b.     Vesting  of  Options  and  Rights:  Notwithstanding the vesting
period provided for in the Stock Option Plan and related stock option agreements
between  the  Company  and  Employee  for  stock  options  ("options") and stock
appreciation  rights  ("rights")  granted Employee by the Company,  one-third of
the options and stock appreciation rights provided to Employee under section  4b
of  this  Agreement, excluding Option #3 and the portion of Option #1 and Option
#2  which  have  already  vested prior to termination, shall be exercisable upon
termination  of  employment.  In  addition,  Employee  shall  have  the right to
exercise such options and rights for the shorter of (i) one year (three years in
the case of a termination occurring during a Change of Control Period) following
his termination of employment or (ii) with respect to each option, the remainder
of  the  period  of  exercisability under the terms of the appropriate documents
that grant such options.  However, notwithstanding the foregoing and the vesting
period  provided  for  in  the  Stock  Option  Plan and any related stock option
agreements  between  the  Company  and Employee, all options and rights shall be
fully  vested  and exercisable upon termination of employment occurring during a
Change  in  Control  Period, and the period of exercise shall be as described in
the  preceding  sentence.

          c.     Benefit  Plan  Coverage:  The  Company  shall  maintain in full
force and effect for Employee and his dependents for two years after the date of


                                      -5-
<PAGE>
termination,  all life, health, accident, and disability benefit plans and other
similar  employee  benefit plans, programs and arrangements in which Employee or
his  dependents  were  entitled  to participate immediately prior to the date of
termination,  in such amounts as were in effect immediately prior to the date of
termination,  provided  that  such continued participation is possible under the
general  terms  and provisions of such benefit plans, programs and arrangements.
In  the  event  that  participation  in any benefit plan, program or arrangement
described  above  is barred, or any such benefit plan, program or arrangement is
discontinued  or  the  benefits thereunder materially reduced, the Company shall
arrange  to  provide Employee and his dependents for two years after the date of
termination with benefits substantially similar to those that they were entitled
to receive under such benefit plans, programs and arrangements immediately prior
to the date of termination.  If immediately prior to the date of termination the
Company  provided Employee with any club memberships, Employee shall be entitled
to  continue  such  memberships  at  his sole expense.  Notwithstanding any time
period  for  continued  benefits  stated in this Paragraph 8.c., all benefits in
this Paragraph 8.c. will terminate on the date that Employee becomes an employee
of another employer and eligible to participate in the employee benefit plans of
such  other  employer.  To  the  extent that Employee was required to contribute
amounts  for  the  benefits  described  in  this  Paragraph  8.c.  prior  to his
termination, he shall continue to contribute such amounts for such time as these
benefits  continue  in  effect  after  termination.

          d.     Savings and Other Plans:  Except as otherwise more specifically
provided  herein  or  under  the  terms  of  the  respective  plans  relating to
termination  of  employment,  Employee's  active participation in any applicable
savings,  retirement, profit sharing or supplemental employment retirement plans
or  any  deferred  compensation  or  similar  plan  of the Company or any of its
subsidiaries  shall  continue  only through the last day of his employment.  All
other  provisions,  including  any  distribution and/or vested rights under such
plans,  shall  be  governed  by  the  terms  of  those  respective  plans.

          e.     Noncompetition/Nonsolicitation  Period:  The  provisions  of
Paragraph  14  and  15 shall continue, beyond the time periods set forth in such
paragraphs, to apply with respect to employee for the shorter of (x) twenty-four
(24)  months  following  the  date  of termination or (y) until such time as the
Company  has  failed  to  comply with the provisions of subparagraph 8.a. for an
uninterrupted  10-day  period and such failure is not cured within 15 days after
written  notice  of  such  failure  is  delivered  to  at least two non-employee
directors  of  the Company, provided, that in such circumstances, Employee shall
remain  entitled  to  exercise his rights under this Agreement.  However, in the
case  of  a  termination  occurring  during  a  Change  of  Control  Period, the
provisions  of  Paragraphs 14 and 15 shall be without force and effect and shall
not  apply  to  Employee.

          f.     For  purposes  of  this Agreement, the term "Change of Control"
shall  mean:

                 i.   The  acquisition,  other  than  from  the  Company, by any
individual, entity or  group (within the meaning of Rule 13d-3 promulgated under
the  Exchange  Act or any successor provision)(any of the foregoing described in
this  Paragraph  8.c.i.  hereafter  a "Person") of 33% or more of either (a) the
then  outstanding  shares  of  Capital  Stock  of  the Company (the "Outstanding
Capital  Stock") or (b) the combined voting power of the then outstanding voting
securities  of  the  Company  entitled  to  vote  generally  in  the election of
directors  (the "Voting Securities"), provided, however, that any acquisition by
(x)  the  Company  or  any  of it subsidiaries, or any employee benefit plan (or


                                      -6-
<PAGE>
related trust) sponsored or maintained by the Company or any of its subsidiaries
or (y) any Person that is eligible, pursuant to Rule 13d-1(b) under the Exchange
Act,  to  file  a  statement  on  Schedule  13D  with  respect to its beneficial
ownership  of  Voting  Securities, whether or not such Person shall have filed a
statement  on  Schedule  13G, unless such Person shall have filed a statement on
Schedule  13D  with respect to beneficial ownership of 33% or more of the Voting
Securities  or  (z)  any  corporation  with  respect  to  which,  following such
acquisition,  more  than  60%  of,  respectively, the then outstanding shares of
common  stock  of  such  corporation  and  the combined voting power of the then
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the  Outstanding Capital Stock and Voting Securities
immediately  prior  to  such acquisition in substantially the same proportion as
their  ownership,  immediately  prior  to  such  acquisition, of the Outstanding
Capital  Stock and Voting Securities, as the case may be, shall not constitute a
Change  of  Control;  or

                 ii.   Individuals  who, as of November 17, 1998, constitute the
Board  (the  "Incumbent  Board")  cease  for any reason to constitute at least a
majority  of  the  Board,  provided  that  any  individual  becoming  a director
subsequent to November 17, 1998 whose election or nomination for election by the
Company's  shareholders  was  approved  by  a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though such
individual  were  a  member  of  the  Incumbent  Board,  but excluding, for this
purpose, any such individual whose initial assumption of office is in connection
with  an  actual  or threatened election contest relating to the election of the
Directors  of  the  Company (as such terms are used in Rule 14a-11 of Regulation
14A,  or  any  successor  section,  promulgated  under  the  Exchange  Act);  or

                 iii.   Approval  by  the  shareholders  of  the  Company  of  a
reorganization,  merger  or  consolidation  (a  "Business Combination"), in each
case,  with respect to which all or substantially all holders of the Outstanding
Capital  Stock  and  Voting  Securities  immediately  prior  to  such  Business
Combination  do  not,  following  such  Business  Combination, beneficially own,
directly  or  indirectly,  more  than 60% of, respectively, the then outstanding
shares  of  common  stock  and the combined voting power of the then outstanding
voting  securities  entitled  to vote generally in the election of directors, as
the  case may be, of the corporation resulting from the Business Combination; or

                 iv.   (a)  a complete liquidation or dissolution of the Company
or  (b) a sale or other disposition of all or substantially all of the assets of
the  Company  other  than to a corporation with respect to which, following such
sale or disposition, more than 60% of, respectively, the then outstanding shares
of  common  stock  and  the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors is then owned
beneficially,  directly  or  indirectly,  by  all  or  substantially  all of the
individuals  and  entities  who were the beneficial owners, respectively, of the
Outstanding  Capital  Stock and Voting Securities immediately prior to such sale
or  disposition  in  substantially the same proportion as their ownership of the
Outstanding Capital Stock and Voting Securities, as the case may be, immediately
prior  to  such  sale  or  disposition.

     9.   TERMINATION  BY  REASON  OF  DEATH.  If  Employee  shall  die  while
          -----------------------------------
employed  by  the  Company  and during the effective term of this Agreement, all
Employee's  rights under this Agreement shall terminate with the payment of such
amounts  of  annual  base  salary as have accrued but remain unpaid and prorated


                                      -7-
<PAGE>
amount  of  targeted  bonus  under the Executive Bonus Plan through the month in
which  his  death  occurs,  plus  six  additional months of the fixed salary and
targeted  bonus.  All  benefits under Paragraphs 8.b. and 8.d. shall be extended
to  Employee's  estate as described in such paragraphs.  In addition, Employee's
eligible  dependents  shall  receive  continued  benefit  plan  coverage  under
Paragraph  8.c.  for  six  months  from  the  date  of  Employee's  death.

     10.  TERMINATION BY DISABILITY.   Employee's employment hereunder may be
          -------------------------
terminated  by the Company for disability.  In such event, all Employee's rights
under  this Agreement shall terminate with the payment of such amounts of annual
base  salary  as  have  accrued but remain unpaid as of the thirtieth (30th) day
after  such notice is given except that all benefits under Paragraphs 8.b., 8.c.
and  8.d.  shall  be  extended  to  Employee  as  described  in such paragraphs,
provided, however, that with respect to Paragraph 8.c., the period for continued
benefit  plan  coverage  shall  be  limited  to  six  months  from  the  date of
termination.  In  addition, the noncompetition and nonsolicitation provisions of
Paragraphs 14 and 15 shall continue to apply for a period of six months from the
date  of  termination  for  disability.  For  purposes  of  this  Agreement,
"disability"  is  defined to mean that, as a result of Employee's incapacity due
to  physical  or  mental  illness:

          a.     Employee  shall  have been absent from his duties as an officer
of  the  Company  on  a  substantially  full-time  basis for six (6) consecutive
months;  and

          b.     Within  thirty (30) days after the Company notifies Employee in
writing  that it intends to replace him, Employee shall not have returned to the
performance  of  his  duties as an officer for the Company on a full-time basis.
Such  notice  may  be  given  by the Company at any time after Employee has been
absent  for  a  total  of  four  consecutive  months.

     11.  RETIREMENT.  Employee  shall  be  entitle  to  participate  in  the
          ----------
Company's  Retirement  Savings Plan and any other retirement plan hereafter made
available  to  senior  executive  officers of the Company in accordance with the
provisions  thereof  as  in  effect  from  time  to  time.

     12.  INDEMNIFICATION.  If  litigation  shall  be  brought  to enforce or
          ---------------
interpret  any  provision  contained  herein,  the  non-prevailing  party  shall
indemnify  the  prevailing party for reasonable attorneys' fees (including those
for  negotiations,  trial  and  appeals)  and  disbursements  incurred  by  the
prevailing  party  in  such  litigation,  and  hereby  agrees to pay prejudgment
interest  on  any  money judgment obtained by the prevailing party calculated at
the  generally  prevailing  Nations  Bank  of  Florida,  N.A.  (or any successor
thereto)  base  rate  of  interest  charge to its commercial customers in effect
from  time  to  time from the date that payments(s) to him should have been made
under  this  Agreement.

     13.  NONCOMPETITION.
          --------------

          a.     At  all  times  during Employee's employment hereunder, and for
such  additional  periods  as  may  otherwise  be set forth in this Agreement in
reference  to  this  Paragraph  13,  Employee shall not, directly or indirectly,
engage  in  any  business, enterprise or employment, whether as owner, operator,
shareholder,  director,  partner,  creditor,  consultant,  agent or any capacity
whatsoever that manufactures products designed to compete directly with products
of  the Company or markets such products anywhere in the world where the Company
(i)  is  engaged  in  business or (ii) has evidenced an intention of engaging in
business.  Employee  acknowledges that he has read the foregoing and agrees that


                                      -8-
<PAGE>
the  nature  of  the  geographical  restrictions  are  reasonable  given  the
international  nature  of  the  Company's  business.   In  the  event that these
geographical  or  temporal  restrictions  are  judicially  determined  to  be
unreasonable,  the  parties  agree  that  the  restrictions  shall be judicially
reformed  to  the  maximum  restrictions  which  are  reasonable.

          b.     Notwithstanding  the  provisions of the preceding Subparagraph,
the  Employee  may accept employment with a company that would be deemed to be a
competitor  of  the  Company  as  described  in  the  previous  subparagraph
("Competitor"),  so  long  as  (i)  the Competitor has had annual revenues of at
least  $1  billion in each of the prior two fiscal years, (ii)  the Competitor's
revenues  for products and maintenance in direct competition with the Company do
not  exceed 50% of its total revenues, and (iii) the Employee's responsibilities
are  solely  for divisions or subsidiaries of the Competitor that do not compete
with  the  Company.

     14.  NONSOLICITATION  OF  EMPLOYEES  AND CUSTOMERS.  At all times during
          ---------------------------------------------
the  Employee's  employment  hereunder,  and  for such additional periods as may
otherwise be set forth in this Agreement, in reference to this Paragraph 14, the
Employee shall not, directly or indirectly, for himself or for any other person,
firm,  corporation,  partnership,  association  or  other  entity (a) attempt to
employ,  employ  or  enter into any contractual arrangement with any employee or
former  employee of the Company, its affiliates, subsidiaries or predecessors in
interest,  unless  such employee or former employee has not been employed by the
Company,  its  affiliates, subsidiaries  or predecessors in interest, during the
six  months  prior  to  the  Employee's attempt to employ him, or (b) call on or
solicit  any  of  the actual or targeted prospective customers of the Company or
its  affiliates,  subsidiaries  or  predecessors in interest with respect to any
matters  related  to  or  competitive  with  the  business  of  the  Company.

     15.  CONFIDENTIALITY.
          ---------------

          a.     Nondisclosure:  The  Employee  acknowledges and agrees that the
Confidential  Information  (as  defined below) is a valuable, special and unique
asset  of  the  Company's  business.  Accordingly, except in connection with the
performance  of  his duties hereunder, the Employee shall not at any time during
or  subsequent  to  the  term  of his employment hereunder disclose, directly or
indirectly,  to any person, firm, corporation, partnership, association or other
entity  any  proprietary  or confidential information relating to the Company or
any  information  concerning the Company's financial condition or prospects, the
Company's  customers, the design, development, manufacture, marketing or sale of
the  Company's  products  or  the  Company's  methods  of operating its business
(collectively,  "Confidential Information").  Confidential Information shall not
include  information  which, at the time of disclosure, is known or available to
the general public by publications or otherwise through no act or failure to act
on  the  part  of  Employee.

          b.     Return  of  Confidential  Information:  Upon  termination  of
Employee's employment, for whatever reason and whether voluntary or involuntary,
or at any time at the request of the Company, Employee shall promptly return all
Confidential  Information  in the possession or under the control of Employee to
the  Company  and shall not retain any copies or other reproductions or extracts
thereof.  Employee  shall  at  any time at the request of the Company destroy or
have  destroyed  all  memoranda, notes, reports, and documents, whether in "hard
copy"  form  or  as  stored on magnetic or other media, and all copies and other
reproductions  and  extracts thereof, prepared by Employee and shall provide the
Company  with  a  certificate  that  the  foregoing  materials have in fact been
returned  or  destroyed.


                                      -9-
<PAGE>
          c.     Books  and  Records:  All  books,  records and accounts whether
prepared  by  Employee  or otherwise coming into Employee's possession, shall be
the  exclusive  property of the Company and shall be returned immediately to the
Company  upon  termination  of  Employee's  employment  hereunder  or  upon  the
Company's  request  at  any  time.

     16.  INJUNCTION/SPECIFIC PERFORMANCE/SETOFF.  Employee acknowledges that
          --------------------------------------
a  breach  of  any  of  the  provisions of Paragraphs 13, 14, or 15 hereof would
result  in  immediate  and  irreparable  injury  to  the Company which cannot be
adequately  or  reasonably  compensated at law.  Therefore, Employee agrees that
the  Company  shall be entitled, if any such breach shall occur or be threatened
or  attempted,  to  a  decree  of  specific  performance  and to a temporary and
permanent  injunction,  without the posting of a bond, enjoining and restraining
such  breach  by Employee or his agents, either directly or indirectly, and that
such  right  to  injunction  shall  be cumulative to whatever other remedies for
actual  damages  to which the Company is entitled.  Employee further agrees that
the  Company  may  set  off  against  or  recoup from any amounts due under this
Agreement to the extent of any losses incurred by the Company as a result of any
breach  by  Employee  of  the  provisions  of  Paragraphs  13,  14 or 15 hereof.

     17.  SEVERABILITY.  Any  provision  in this Agreement that is prohibited
          ------------
or  unenforceable  in  any  jurisdiction  shall,  as  to  such  jurisdiction, by
ineffective  only  to the extent of such prohibition or unenforceability without
invalidating  or  affecting  the  remaining  provisions  hereof,  and  any  such
prohibition  or  unenforceability  in  any  jurisdiction shall not invalidate or
render  unenforceable  such  provision  in  any  other  jurisdiction.

     18.  SUCCESSORS:  This  Agreement  shall  be  binding  upon Employee and
          ----------
inure  to the benefit of the Company and any permitted successor of the Company.
Neither  this  Agreement  nor  any  rights  arising hereunder may be assigned or
pledged  by  Employee  or  anyone  claiming through Employee; or by the Company,
except  to  any corporation which is the successor in interest to the Company by
reason  of a merger, consolidation or sale of substantially all of the assets of
the Company.  The foregoing sentence shall not be deemed to have any effect upon
the  rights  of  Employee  upon  a  Change  of  Control.

     19.  CONTROLLING  LAW:  This Agreement shall in all respects be governed
          ----------------
by,  and  construed  in  accordance  with,  the  laws  of  the State of Georgia.

     20.  NOTICES:  Any  notice  required  or permitted to be given hereunder
          -------
shall  be  written and sent by registered or certified mail, telecommunicated or
hand  delivered at the address set forth herein or to any other address of which
notice  is  given:

     TO  THE  COMPANY:          CONCURRENT  COMPUTER  CORPORATION
                                4375  RIVER  GREEN  PARKWAY
                                DULUTH,  GEORGIA  30096

     TO  THE  EMPLOYEE:         STEVE  G.  NUSSRALLAH
                                605  BUTTERCUP  TRACE
                                ALPHARETTA,  GEORGIA  30022

     21.   ENTIRE  AGREEMENT.  This Agreement constitutes the entire agreement
           -----------------
between  the parties hereto on the subject matter hereof and may not be modified
without  the  written agreement of both parties hereto.  As such, this Agreement
completely  replaces  and  supercedes  the  Original  Agreement.


                                      -10-
<PAGE>
     22.   WAIVER.  A  waiver  by any party of any of the terms and conditions
           ------
hereof  shall  not  be  construed  as  a  general  waiver  by  such  party.

     23.   COUNTERPARTS.     This  Agreement  may be executed in counterparts,
           ------------
each  of  which  shall  be  deemed  an original and both of which together shall
constitute  a  single  agreement.

     24.   INTERPRETATION.  In  the event of a conflict between the provisions
           --------------
of this Agreement and any other agreement or document defining rights and duties
of  Employee  or the Company upon Employee's termination, including the Original
Agreement,  the  rights  and  duties  set forth in this Agreement shall control.

     25.   CERTAIN  LIMITATIONS  ON  REMEDIES.  Paragraph  7.b  provides  that
           ----------------------------------
certain  payments  and  other  benefits  shall  be received by Employee upon the
termination  of  Employee  by  the  Company other than for Cause and states that
these  same  provisions  shall  apply  if  Employee terminates his employment in
accordance  with  the  provisions of paragraph 6 hereof.  It is the intention of
this Agreement that if the Company terminates Employee other than for Cause (and
other  than  as  a  consequence  of  Employee's  death,  disability  or  normal
retirement)  or  if  Employee  terminates  his employment in accordance with the
provisions of paragraph 6 hereof, then the payments and other benefits set forth
in  Paragraph  7.b shall constitute the sole and exclusive remedies of Employee.
This  Paragraph  25  shall  have no effect upon the provisions of Paragraph 8 of
this  Agreement.

     IN  WITNESS  WHEREOF,  this  Employment  Agreement has been executed by the
parties  as  of  the  date  first  above  written.



CONCURRENT  COMPUTER  CORPORATION                      EMPLOYEE


/S/ E. Courtney Siegel                                 /S/ Steve  G.  Nussrallah
----------------------                                 -------------------------
E. Courtney Siegel                                     Steve  G.  Nussrallah
Chairman, President and Chief Executive Officer



                                                                        555839.4


                                      -11-
<PAGE>
                                   SCHEDULE A



                                 OTHER BENEFITS
                                 --------------



1.     Use  of  golf  club  membership  maintained  by  the Company at a private
country  club  to  be  designated  by  Employee.  The  initiation  fee  for such
membership  should  not  exceed  $70,000  without  the  approval  of  the Board.



2.     Commencing  January  1,2000,  first  class  tickets  on  airlines  when
travelling  on  Company  business.


                                      -12-
<PAGE>