<PAGE>

                                                                 EXHIBIT 10.38

                               FVC.COM, INC.

                           EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of December 14, 
1998, is made by and between FVC.COM, INC. (the "COMPANY"), and RICHARD M. 
BEYER ("EXECUTIVE").

     1.   DUTIES AND SCOPE OF EMPLOYMENT.

          (a)  POSITION.  The Company shall employ Executive as the Chief 
Executive Officer of the Company reporting to the Board of Directors of the 
Company (the "Board") and shall appoint Executive as a member of the Board.  
The Board agrees to nominate Executive for re-election to the Board so long 
as Executive is the Company's Chief Executive Officer.  As Chief Executive 
Officer of the Company, Executive shall have the duties and responsibilities 
customarily associated with such position, including senior management powers 
and responsibilities for the Company's business and affairs.

          (b)  OBLIGATIONS.  Executive shall devote his full business efforts 
and time to the Company. Executive agrees not to engage actively in any other 
employment, occupation or consulting activity for any direct or indirect 
remuneration without the prior approval of the Board; provided, however, that 
Executive may serve in any capacity with any civic, educational or charitable 
organization, or as a member of corporate boards of directors or committees 
thereof, including those upon which Executive currently serves, without the 
approval of the Board, so long as such activities do not interfere with his 
duties and obligations under this Agreement. It is expressly understood and 
agreed that to the extent that any such activities have been conducted by 
Executive prior to the date of this Agreement, the continued conduct of such 
activities (or the conduct of activities similar in scope or nature thereto) 
shall not be deemed to interfere with the performance of Executive's 
responsibilities to the Company. Notwithstanding anything to the contrary set 
forth herein, nothing herein shall be deemed to restrict Executive's right to 
continue to manage his personal investments, provided that Executive may not 
own more than two percent (2%) of the outstanding securities of any other 
corporation or entity that is or may be competitive with the Company or with 
any corporation or entity that directly or indirectly controls, is controlled 
by, or is under common control with the Company..

     2.   TERM.  Executive's employment with the Company pursuant to this 
Agreement shall commence on January 7, 1999 (the "Effective Date") and shall 
continue, subject to the terms and conditions herein set forth, until 
terminated by either or both parties.

     3.   EMPLOYEE BENEFITS.  During his employment hereunder, Executive 
shall be eligible to participate in: (i) all employee pension and retirement 
benefit plans currently and hereafter maintained by the Company, including, 
without limitation, incentive, profit-sharing, savings, deferred compensation 
and retirement plans, practices, policies and programs according to their 
terms; (ii) all employee health and welfare benefit plans currently and 
hereinafter maintained by the Company, including, without limitation, life, 
group health and disability insurance, plans, policies and programs according 
to their terms; and (iii) such other employee benefits as are set forth in 
this Agreement.

                                       1
<PAGE>

     4.   COMPENSATION.

          (a)  BASE SALARY. The Company shall pay Executive as compensation 
for his services a base salary at the annualized rate of three hundred 
thousand dollars ($300,000) (the "Base Salary").  The Base Salary shall be 
paid periodically in accordance with normal Company payroll practices and 
subject to the usual required withholding, and shall be reviewed annually for 
possible adjustment in light of Executive's performance of his duties and the 
Company's profitability and other relevant factors, as determined by the 
Board or the Compensation Committee of the Board (the "Compensation 
Committee").  Executive understands and agrees that neither his job 
performance nor promotions, commendations, bonuses or the like from the 
Company give rise to or in any way serve as the basis for modification or 
amendment, by implication or otherwise, of this Agreement.

          (b)  ANNUAL BONUS.  For each of the Company's fiscal years, 
commencing with the Company's 1999 fiscal year and for each fiscal year 
thereafter as long as this Agreement is in effect, Executive shall be 
eligible for an annual bonus (the "Annual Bonus"), provided that certain 
personal and corporate performance targets to be set by the Compensation 
Committee are met or exceeded.  Such performance targets shall be adopted by 
the Compensation Committee after discussion with Executive within ninety (90) 
days after the start of the Company's fiscal year, and a copy shall be 
delivered in writing to Executive within fifteen (15) days thereafter.   The 
Compensation Committee, in its sole discretion, shall determine whether such 
goals have been achieved.  Executive's target bonus ("Target Bonus") for each 
year shall be no less than one-third of Executive's Base Salary for such 
year.  The Annual Bonus shall be paid in accordance with normal company 
executive bonus payment practice and subject to the usual required 
withholding, and, subject to Sections 6 and 7 below, the payment of any 
portion of the Annual Bonus shall also be contingent on Executive still being 
employed by the Company as of the regular date of payment for such portion of 
the Annual Bonus.

          (c)  STOCK OPTION.  Upon commencement of employment, Executive 
shall be granted a compensatory stock option with a term of ten (10) years to 
purchase six hundred thousand (600,000) shares of the common stock of the 
Company (the "Option"), which shall be issued under the Company's 1997 Equity 
Incentive Plan. To the maximum extent possible the Option shall be an 
incentive stock option as such term is defined in Section 422 of the Internal 
Revenue Code of 1986, as amended (the "Code").  The shares covered by the 
Option shall vest and become exercisable over a period of sixty (60) months:  
ten percent (10%) of the shares covered by the Option shall vest six (6) 
months after the date of grant of the Option and the remaining shares covered 
by the Option shall vest and become exercisable on a daily basis thereafter.  
The exercise price per share for the shares covered by the Option shall be 
the exercise price per share of the common stock of the Company determined as 
of the date of the grant.  All other terms and conditions of the Option shall 
be the standard terms and conditions used in the standard form of stock 
option agreement used by the Company.

     5.   EXPENSES. The Company shall pay or reimburse Executive for 
reasonable travel, entertainment or other expenses incurred by Executive in 
the furtherance of or in connection with the performance of Executive's 
duties hereunder in accordance with the Company's established policies.

                                       2
<PAGE>

     6.   SEVERANCE BENEFITS.

          (a)  CERTAIN INVOLUNTARY TERMINATIONS OR TERMINATIONS WITH GOOD 
REASON.  If Executive's employment with the Company terminates involuntarily 
other than for Cause (as defined below), death, or physical or mental 
disability which prevents Executive from satisfactorily performing the normal 
duties and responsibilities of his office in the good faith determination of 
the Board for a period of more than one hundred twenty (120) consecutive days 
("Disability")), or if Executive terminates his employment with the Company 
voluntarily with Good Reason (as defined below), then, subject to the 
limitations and conditions of Section 8 below:  (i) Executive shall be 
entitled to receive Base Salary continuation payments at the Base Salary rate 
in effect on the date of termination, paid on a monthly basis, for twelve 
(12) months after the date of termination, in addition to any accrued but 
unpaid Base Salary, bonus payments, and/or accrued and unused vacation;  (ii) 
each of Executive's outstanding stock options and restricted stock awards 
shall have their vesting and exercisability schedules accelerated by a period 
of one (1) year as of the date of termination; (iii) Executive shall be 
entitled to receive bonus continuation payments totaling the Target Bonus in 
effect on the date of termination, paid on a monthly basis, for twelve (12) 
months after the date of termination; and (iv) if at the time of termination 
Executive is covered by the Company's group health plan, the Company shall 
provide to Executive, subject to Executive and his eligible spouse and/or 
dependents electing continuation coverage under COBRA, one hundred percent 
(100%) Company-paid group health coverage at the same level of coverage as 
was provided to Executive immediately prior to the date of termination (the 
"Company-Paid Coverage"). If such coverage included Executive's spouse and/or 
dependents immediately prior to the date of termination, such spouse and/or 
dependents shall also be covered at Company expense. Company-Paid Coverage 
shall continue until the earlier of (x) twelve (12) months from the date of 
termination, or (y) the date that Executive and his spouse and/or dependents 
become covered under another employer's group health plan that provides 
Executive and his spouse and/or dependents with comparable benefits and 
levels of coverage. In no event shall Executive be obligated to seek other 
employment or take any other action to mitigate the amounts payable to 
Executive hereunder.

     For purposes of this Agreement, "Cause" is defined as Executive's:  (i) 
gross negligence or willful misconduct in connection with the performance of 
his duties hereunder which in the written determination of a majority of the 
Board has not been cured within thirty (30) days following receipt by 
Executive of written notice from the Board identifying such acts of gross 
negligence or willful misconduct; (ii) commission of a felony (other than a 
traffic-related offense) which in the written determination of a majority of 
the Board has caused material injury to the Company's business; (iii) 
dishonesty with respect to a significant matter relating to the Company's 
business and intended to result in personal enrichment of Executive or his 
family at the expense of the Company; or (iv) material breach of this 
Agreement or any agreement by and between Executive and the Company, which 
material breach has not been cured within thirty (30) days following receipt 
by Executive of written notice from the Board identifying such willful 
material breach.

     For purposes of this Agreement, "Good Reason" is defined as: (i) any 
material reduction of Executive's duties, authority or responsibilities 
relative to Executive's duties, authority, or responsibilities as in effect 
immediately prior to such reduction (including, without limitation, Executive 
ceasing to be Chief Executive Officer of the Company and/or ceasing to report 
to the

                                       3
<PAGE>

Board), except if agreed to in writing by Executive; (ii) a reduction by the 
Company in the Base Salary or Target Bonus opportunity of Executive as in 
effect immediately prior to such reduction; (iii) the relocation of Executive 
to a facility or a location more than thirty-five (35) miles from Executive's 
then present location, without Executive's written consent; (iv) any material 
breach of this Agreement by the Company, which material breach has not been 
cured within thirty (30) days following receipt by the Company's Chief 
Financial Officer of written notice from the Executive identifying such 
material breach; (v) any failure by the Company to obtain the assumption of 
this Agreement by any successor or assign of the Company; or (vi) if, after 
any Change in Control (as defined below), Executive is not, or does not 
become, Chief Executive Officer of the combined or acquiring entity, 
reporting to its Board of Directors; and

          (b)  CERTAIN TERMINATIONS ON DEATH OR DISABILITY.   If Executive's 
employment with the Company terminates involuntarily for death or Disability 
on or prior to January 1, 2001, each of Executive's outstanding stock options 
and restricted stock awards shall have their vesting and exercisability 
schedules accelerated by one (1) year as of the date of termination.

     7.   SEVERANCE BENEFITS IN THE EVENT OF A CHANGE OF CONTROL. 
Notwithstanding any provisions of the preceding Section 6 of this Agreement, 
if within eighteen (18) months following the date of a Change of Control (as 
defined below) of the Company, Executive's employment with the Company 
terminates involuntarily other than for Cause, death or Disability, or if 
within such eighteen (18) month period, Executive terminates his employment 
with the Company voluntarily with Good Reason, then, subject to the 
limitations and conditions of Section 8 below:  (i) Executive shall be 
entitled to receive Base Salary continuation payments at the Base Salary rate 
in effect on the date of termination, paid on a monthly basis, for twelve 
(12) months after the date of termination, in addition to any accrued but 
unpaid Base Salary, bonus payments, and/or accrued and unused vacation; (ii) 
each of Executive's outstanding stock options and restricted stock awards 
shall have their vesting and exercisability schedules accelerated by eighteen 
(18) months as of the date of termination; (iii) Executive shall be entitled 
to receive bonus continuation payments totaling the Target Bonus in effect on 
the date of termination, paid on a monthly basis, for twelve (12) months 
after the date of termination; and (iv) if at the time of termination 
Executive is covered by the Company's group health plan, the Company shall 
provide to Executive, subject to Executive and his eligible spouse and/or 
dependents electing continuation coverage under COBRA, one hundred percent 
(100%) Company-paid group health coverage at the same level of coverage as 
was provided to Executive immediately prior to the date of termination (the 
"Company-Paid Coverage"). If such coverage included Executive's spouse and/or 
dependents immediately prior to the date of termination, such spouse and/or 
dependents shall also be covered at Company expense. Company-Paid Coverage 
shall continue until the earlier of (x) twelve (12) months from the date of 
termination, or (y) the date that Executive and his spouse and/or dependents 
become covered under another employer's group health plan that provides 
Executive and his spouse and/or dependents with comparable benefits and 
levels of coverage. In no event shall Executive be obligated to seek other 
employment or take any other action to mitigate the amounts payable to 
Executive hereunder.

     If Executive receives benefits under this Section 7, Executive shall not 
receive any additional benefits under the preceding Section 6 of this 
Agreement.

                                       4
<PAGE>

     For purposes of this Agreement, "Change of Control" means: (i) a 
dissolution or liquidation of the Company; (ii) a sale of all or 
substantially all of the assets of the Company; (iii) a merger or 
consolidation in which the Company is not the surviving corporation and in 
which beneficial ownership of securities of the Company representing at least 
fifty percent (50%) of the combined voting power entitled to vote in the 
election of directors has changed; (iv) a reverse merger in which the Company 
is the surviving corporation but the shares of the common stock of the 
Company outstanding immediately preceding the merger are converted by virtue 
of the merger into other property, whether in the form of securities, cash or 
otherwise, and in which beneficial ownership of securities of the Company 
representing at least fifty percent (50%) of the combined voting power 
entitled to vote in the election of directors has changed; (v) an acquisition 
by any person, entity or group within the meaning of Section 13(d) or 14(d) 
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or 
any comparable successor provisions (excluding any employee benefit plan, or 
related trust, sponsored or maintained by the Company or subsidiary of the 
Company or other entity controlled by the Company) of the beneficial 
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange 
Act, or comparable successor rule) of securities of the Company representing 
at least fifty percent (50%) of the combined voting power entitled to vote in 
the election of directors; or, (vi) in the event that the individuals who, as 
of the date of the execution of this Agreement, are members of the Company's 
Board (the "Incumbent Board"), cease for any reason to constitute at least 
fifty percent (50%) of the Board.  (If the election, or nomination for 
election by the Company's stockholders, of any new director is approved by a 
vote of at least fifty percent (50%) of the Incumbent Board, such new 
director shall be considered as a member of the Incumbent Board.)

     In the event that the severance, acceleration of stock options and other 
benefits provided for in this Agreement or otherwise payable to Executive (i) 
constitute "parachute payments" within the meaning of Section 280G (as it may 
be amended or replaced) of the Code and (ii) but for this paragraph, would be 
subject to the excise tax imposed by Section 4999 (as it may be amended or 
replaced) of the Code (the "Excise Tax"), then Executive's benefits hereunder 
shall be either

          (a)  delivered in full, or

          (b)  delivered as to such lesser extent which would result in no 
portion of such benefits being subject to the Excise Tax, whichever of the 
foregoing amounts, taking into account the applicable federal, state and 
local income taxes and the Excise Tax, results in the receipt by Executive on 
an after-tax basis, of the greatest amount of benefits, notwithstanding that 
all or some portion of such benefits may be taxable under the Excise Tax.  
Unless the Company and Executive otherwise agree in writing, any 
determination required under this paragraph shall be made in writing in good 
faith by the outside accounting firm responsible for auditing the Company's 
financial records (the "Accountants").  In the event of a reduction in 
benefits hereunder, Executive shall be given the choice of which benefits to 
reduce. For purposes of making the calculations required by this paragraph, 
the Accountants may make reasonable assumptions and approximations concerning 
applicable taxes and may rely on reasonable, good faith interpretations 
concerning the application of the Code. The Company and Executive shall 
furnish to the Accountants such information and documents as the Accountants 
may reasonably request in order to make a determination under this paragraph. 
The Company shall bear all costs

                                       5
<PAGE>

the Accountants may reasonably incur in connection with any calculations 
contemplated by this paragraph.

     8.   LIMITATIONS AND CONDITIONS ON BENEFITS.  The benefits and payments 
provided under this Agreement shall be subject to the following terms and 
limitations:

          (a)  WITHHOLDING TAXES.  The Company shall withhold appropriate 
federal, state and local income and employment taxes from any payments 
hereunder.

          (b)  PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT PRIOR TO 
RECEIPT OF EMPLOYMENT BENEFITS.  Executive shall execute and deliver to the 
Company a form of the Company's proprietary information and inventions 
agreement, a copy of which is attached hereto as Exhibit A (the "Proprietary 
Information and Inventions Agreement"), prior to the Effective Date and prior 
to the receipt of any benefits under this Agreement.  Additionally, Executive 
agrees that all documents, records, apparatus, equipment and other physical 
property which is furnished to or obtained by Executive in the course of his 
employment with the Company shall be and shall remain the sole property of 
the Company.  Executive agrees not to make or retain copies, reproductions or 
summaries of any such property, except as otherwise necessary while acting in 
the normal course of business.  In the event of any breach by Executive of 
the Proprietary Information and Inventions Agreement, all severance benefits 
payable under Sections 6 and 7 of this Agreement shall immediately terminate.

          (c)  EMPLOYEE AGREEMENT AND RELEASE PRIOR TO RECEIPT OF SEVERANCE 
BENEFITS.  If, pursuant to either Section 6 or Section 7 above, Executive's 
employment with the Company terminates involuntarily other than for Cause, 
death or Disability, or Executive terminates his employment with the Company 
voluntarily with Good Reason, then prior to, and as a condition of the 
receipt of any benefits under this Agreement on account of such termination, 
Executive shall, as of the date of such termination, execute an employee 
agreement and release in the form attached hereto as Exhibit B (the "Employee 
Agreement and Release").  Such Employee Agreement and Release shall 
specifically relate to all of Executive's rights and claims in existence at 
the time of such execution and shall confirm Executive's obligations under 
the Company's standard form of Proprietary Information and Inventions 
Agreement.  Executive has twenty-one (21) days to consider whether to execute 
such Employee Agreement and Release and Executive may revoke such Employee 
Agreement and Release within seven (7) days after execution of such Employee 
Agreement and Release.  In the event Executive does not execute such Employee 
Agreement and Release with the twenty-one (21) days specified above, or if 
Executive revokes such Employee Agreement and Release within the seven (7) 
day period specified above, no benefits shall be payable to Executive on 
account of a termination under Sections 6 or 7 of this Agreement.

     9.   ASSIGNMENT. This Agreement shall be binding upon and inure to the 
benefit of (i) the heirs, executors and legal representatives of Executive 
upon Executive's death and (ii) any successor of the Company. Any such 
successor of the Company shall be deemed substituted for the Company under 
the terms of this Agreement for all purposes. As used herein, "successor" 
shall include any firm, corporation or other business entity which at any 
time, whether by purchase, merger or otherwise, directly or indirectly 
acquires all or substantially all of the assets

                                       6
<PAGE>

or business of the Company or fifty percent (50%) or more of the total voting 
power represented by the Company's then outstanding voting securities.

     10.  NOTICES. All notices, requests, demands and other communications 
called for hereunder shall be in writing and shall be deemed given (i) when 
delivered personally, (ii) three (3) days after being mailed by certified 
mail, (iii) one (1) business day after being sent by Federal Express or a 
similar private next-business-day delivery company, or (iv) when sent by 
facsimile (fax), provided that a copy is sent by certified mail on the same 
day; in each case addressed to the parties or their successors in interest at 
the following addresses, or at such other addresses as the parties may 
designate by written notice in the manner aforesaid:

          If to the Company:  FVC.COM, Inc.
                              3393 Octavius Drive, Suite 102
                              Santa Clara, CA 95054
                              Attn:  Chairman of the Board
                              Fax:  408/988-7077

          If to Executive:    Richard M. Beyer
                              13503 Fremont Road
                              Los Altos Hills, CA  94022
                              Home Fax:  (650) 949-5246

     11.  SEVERABILITY.  In the event that any provision hereof becomes or is 
declared by a court of competent jurisdiction to be illegal, unenforceable or 
void, this Agreement shall continue in full force and effect without said 
provision.

     12.  ENTIRE AGREEMENT.  This Agreement represents the entire agreement 
and understanding between the Company and Executive concerning Executive's 
employment relationship with the Company, and supersedes and replaces any and 
all prior agreements and understandings concerning Executive's employment 
relationship with the Company.

     13.  NO ORAL MODIFICATION, CANCELLATION OR DISCHARGE.  This Agreement 
may only be amended, canceled or discharged in writing signed by Executive 
and the Company.

     14.  GOVERNING LAW. This Agreement shall be governed by the laws of the 
State of California.

     15.  DISPUTE RESOLUTION.  Unless otherwise prohibited by law or 
specified below, all disputes, claims, and causes of action (including but 
not limited to any claims of statutory discrimination of any type), in law or 
equity, arising from or relating to this Agreement or its enforcement, 
performance, breach, or interpretation, shall be resolved solely and 
exclusively by final, binding and confidential arbitration through Judicial 
Arbitration & Mediation Services/Endispute, Inc. ("JAMS") under the then 
existing JAMS arbitration rules.  This arbitration shall be held in the San 
Francisco Bay area.  Nothing in this section is intended to prevent either 
party from obtaining injunctive relief in court to prevent irreparable harm 
pending the conclusion of any such arbitration.  The prevailing party in any 
such arbitration proceedings

                                       7
<PAGE>

shall be entitled to reimbursement of all reasonable costs incurred in the 
course of such proceedings.

     16.  EFFECTIVENESS. This Agreement is effective immediately after it has 
been signed by both parties.

                                       8
<PAGE>

     IN WITNESS WHEREOF, the undersigned have executed this Agreement on the 
respective dates set forth below

                              FVC.COM, INC.

                              By:  /s/  Ralph K. Ungermann
                                 ----------------------------------
                                         Ralph K. Ungermann
                                         Chairman and Chief Executive Officer


                              RICHARD BEYER

                              /s/  Richard Beyer
                              -------------------------------------
                              Signature

                                       9
<PAGE>

                                  EXHIBIT A

                                FVC.COM, INC.

               FORM OF PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

     In consideration of my employment or continued employment by FVC.COM, 
INC. (the "Company"), and the compensation now and hereafter paid to me, I 
hereby agree as follows:

     1.   RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE.  At all times 
during the term of my employment and thereafter, I will hold in strictest 
confidence and will not disclose, use, lecture upon or publish any of the 
Company's Proprietary Information (defined below), except as such disclosure, 
use or publication may be required in connection with my work for the Company 
and an officer of the Company expressly authorizes such in writing.  I hereby 
assign to the Company any rights I may have or acquire in such Proprietary 
Information and recognize that all Proprietary Information shall be the sole 
property of the Company and its assigns and the Company and its assigns shall 
be the sole owner of all trade secret rights, patent rights, copyrights, mask 
work rights, trade secret rights and all other rights throughout the world 
(collectively, "Proprietary Rights") in connection therewith.

     The term "Proprietary Information" shall mean trade secrets, 
confidential knowledge, data or any other proprietary information of the 
Company.  By way of illustration but not limitation, "Proprietary 
Information" includes (a) trade secrets, inventions, mask works, ideas, 
processes, formulas, source and object codes, data, programs, other works of 
authorship, cell lines, know-how, improvements, discoveries, developments, 
designs and techniques (hereinafter collectively referred to as 
"Inventions"); and (b) information regarding plans for research, development, 
new products, marketing and selling, business plans, budgets and unpublished 
financial statements, licenses, prices and costs, suppliers and customers; 
and information regarding the skills and compensation of other employees of 
the Company.

     2.   THIRD PARTY INFORMATION.  I understand, in addition, that the 
Company has received and in the future will receive from third parties 
confidential or proprietary information ("Third Party Information") subject 
to a duty on the Company's part to maintain the confidentiality of such 
information and to use it only for certain limited purposes.  During the term 
of my employment and thereafter, I will hold Third Party Information in the 
strictest confidence and will not disclose (to anyone other than Company 
personnel who need to know such information in connection with their work for 
the Company) or use, except in connection with my work for the Company, Third 
Party Information unless expressly authorized by an officer of the Company in 
writing.

     3.   ASSIGNMENT OF INVENTIONS.

          3.1  ASSIGNMENT.  I hereby assign to the Company all my right, 
title and interest in and to any and all Inventions (and all Proprietary 
Rights with respect thereto) whether or not patentable or registrable under 
copyright or similar statutes, made or conceived or reduced to practice or 
learned by me, either alone or jointly with others, during the period of my 
employment with the Company.  Inventions assigned to or as directed by the 
Company by this

                                       1
<PAGE>

paragraph 3 are hereinafter referred to as "Company Inventions."  I recognize 
that this Agreement does not require assignment of any invention which 
qualifies fully for protection under Section 2870 of the California Labor 
Code (hereinafter "Section 2870"), which provides as follows:

          (1)  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:

               (A)  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.

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

          (2)  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 (i), the provision is against the 
public policy of this state and is unenforceable.

          3.2  GOVERNMENT.  I also assign to or as directed by the Company 
all my right, title and interest in and to any and all Inventions, full title 
to which is required to be in the United States by a contract between the 
Company and the United States or any of its agencies.

          3.3  WORKS FOR HIRE.  I acknowledge that all original works of 
authorship which are made by me (solely or jointly with others) within the 
scope of my employment and which are protectable by copyright are "works made 
for hire," as that term is defined in the United States Copyright Act (17 
U.S.C., Section 101).

     4.   ENFORCEMENT OF PROPRIETARY RIGHTS.  I will assist the Company in 
every proper way to obtain and from time to time enforce United States and 
foreign Proprietary Rights relating to Company Inventions in any and all 
countries.  To that end I will execute, verify and deliver such documents and 
perform such other acts (including appearances as a witness) as the Company 
may reasonably request for use in applying for, obtaining, perfecting, 
evidencing, sustaining and enforcing such Proprietary Rights and the 
assignment thereof.  In addition, I will execute, verify and deliver 
assignments of such Proprietary Rights to the Company or its designee.  My 
obligation to assist the Company with respect to Proprietary Rights relating 
to such Company Inventions in any and all countries shall continue beyond the 
termination of my employment, but the Company shall compensate me at a 
reasonable rate after my termination for the time actually spent by me at the 
Company's request on such assistance.

     In the event the Company is unable for any reason, after reasonable 
effort, to secure my signature on any document needed in connection with the 
actions specified in the preceding paragraph, I hereby irrevocably designate 
and appoint the Company and its duly authorized officers and agents as my 
agent and attorney in fact, which appointment is coupled with an interest, to 
act for and in my behalf to execute, verify and file any such documents and 
to do all

                                       2
<PAGE>

other lawfully permitted acts to further the purposes of the preceding 
paragraph thereon with the same legal force and effect as if executed by me.  
I hereby waive and quitclaim to the Company any and all claims, of any nature 
whatsoever, which I now or may hereafter have for infringement of any 
Proprietary Rights assigned hereunder to the Company.

     5.   OBLIGATION TO KEEP COMPANY INFORMED.  During the period of my 
employment and for six (6) months after termination of my employment with the 
Company, I will promptly disclose to the Company fully and in writing and 
will hold in trust for the sole right and benefit of the Company any and all 
Inventions authored, conceived or reduced to practice by me, either alone or 
jointly with others.  In addition, after termination of my employment, I will 
promptly disclose to the Company all patent applications filed by me or on my 
behalf within a year after termination of employment.  At the time of each 
such disclosure, I will advise the Company in writing of any Inventions that 
I believe fully qualify for protection under Section 2870; and I will at that 
time provide to the Company in writing all evidence necessary to substantiate 
that belief.  I understand that the Company will keep in confidence and will 
not disclose to third parties without my consent any proprietary information 
disclosed in writing to the Company pursuant to this Agreement relating to 
Inventions that qualify fully for protection under the provisions of Section 
2870. I will preserve the confidentiality of any Invention that does not 
fully qualify for protection under Section 2870.  I agree to keep and 
maintain adequate and current records (in the form of notes, sketches, 
drawings and in any other form that may be required by the Company) of all 
Proprietary Information developed by me and all Inventions made by me during 
the period of my employment at the Company, which records shall be available 
to an remain the sole property of the Company at all times.

     6.   PRIOR INVENTIONS.  Inventions, if any, patented or unpatented, 
which I made prior to the commencement of my employment with the Company are 
excluded from the scope of this Agreement. To preclude any possible 
uncertainty, I have set forth on Exhibit A attached hereto a complete 
disclosure of all Inventions that I have, alone or jointly with others, 
conceived, developed or reduced to practice or caused to be conceived, 
developed or reduced to practice prior to the commencement of my employment 
with the Company, that I consider to be my property or the property of third 
parties and that I wish to have excluded from the scope of this Agreement.  
If disclosure of any such Invention on Exhibit A would cause me to violate 
any prior confidentiality agreement, I understand that I am not to disclose 
such Inventions on Exhibit A.  Instead, I am to disclose in the applicable 
space on Exhibit A, only a cursory name for each such Invention, a listing of 
the party(s) to whom it belongs and the fact that full disclosure as to such 
Invention has not been made for that reason.

     7.   ADDITIONAL ACTIVITIES.  I agree that during the period of my 
employment by the Company I will not, without the Company's express written 
consent, engage in any employment or business activity other than for the 
Company.  As further assurance that I will not improperly use or disclose any 
Proprietary Information of the Company, I agree that, for the period of my 
employment by the Company and for one (l) year after the date of termination 
of my employment by the Company, I will not (i) solicit or induce any 
employee of the Company to leave the employ of the Company or (ii) solicit 
the business of any customer of the Company (other than, prior to termination 
of my employment, on behalf of the Company and, after termination of my 
employment, with respect to products or services of a type not supplied by 
the Company).

                                       3
<PAGE>

          If any restriction set forth in this Section is found by any court 
of competent jurisdiction to be unenforceable because it extends for too long 
a period of time or over too great a range of activities or in too broad a 
geographic area, it shall be interpreted to extend only over the maximum 
period of time, range of activities or geographic area as to which it may be 
enforceable.

     8.   NO IMPROPER USE OF MATERIALS.  During my employment by the Company 
I will not improperly use or disclose any confidential information or trade 
secrets, if any, of any former employer or any other person to whom I have an 
obligation of confidentiality, and I will not bring onto the premises of the 
Company any unpublished documents or any property belonging to any former 
employer or any other person to whom I have an obligation of confidentiality 
unless previously and specifically consented to in writing by that former 
employer or person.  I will use in the performance of my duties only 
information which is generally known and used by persons with training and 
experience comparable to my own, which is common knowledge in the industry or 
otherwise legally in the public domain, or which is otherwise provided or 
developed by the Company or by me while employed by the Company.

     9.   NO CONFLICTING OBLIGATION.  I represent that my performance of all 
the terms of this Agreement and as an employee of the Company does not and 
will not breach any agreement or obligation of mine relating to any time 
prior to my employment by the Company.  I have not entered into, and I agree 
I will not enter into, any agreement either written or oral in conflict 
herewith.

     10.  RETURN OF COMPANY DOCUMENTS.  When I leave the employ of the 
Company, I will deliver to the Company any and all drawings, notes, 
memoranda, specifications, devices, formulas, molecules, cells and documents, 
together with all copies thereof, and any other material containing or 
disclosing any Company Inventions, Third Party Information or Proprietary 
Information of the Company, whether kept at the Company, home or elsewhere.  
I further agree that any property situated on the Company's premises and 
owned by the Company, including disks and other storage media, filing 
cabinets or other work areas, is subject to inspection by Company personnel 
at any time with or without notice. Prior to leaving, I will cooperate with 
the Company in completing and signing the Company's termination statement for 
technical and management personnel confirming the above and my obligations 
under this Agreement.

     11.  LAW AND REMEDIES.  I understand that the unauthorized taking of the 
Company's trade secrets (i) could result in civil liability under California 
Civil Code Section 3426, and that, if willful, could result in an award for 
triple the amount of the Company's damages and attorneys' fees; and (ii) is a 
crime under California Penal Code Section 499(c), punishable by imprisonment 
for a time not exceeding one year, or by a fine not exceeding five thousand 
dollars ($5,000), or by both.  Because my services are personal and unique 
and because I may have access to and become acquainted with the Proprietary 
Information of the Company, the Company shall have the right to enforce this 
Agreement and any of its provisions by injunction, specific performance or 
other equitable relief, without bond and without prejudice to any other 
rights and remedies that the Company may have for a breach of this Agreement.

                                       4
<PAGE>

     12.  NOTICES.  Any notices required or permitted hereunder shall be 
given to the appropriate party at the address specified below or at such 
other address as the party shall specify in writing.  Such notice shall be 
deemed given upon personal delivery to the appropriate address or if sent by 
certified or registered mail, three days after the date of mailing.

     13   GENERAL PROVISIONS.

          13.1 GOVERNING LAW.  This Agreement will be governed by and 
construed according to the laws of the State of California without respect to 
its choice of law provisions.

          13.2 ENTIRE AGREEMENT.  This Agreement is the final, complete and 
exclusive agreement of the parties with respect to the subject matter hereof 
and supersedes and merges all prior discussions between us.  No modification 
of or amendment to this Agreement, nor any waiver of any rights under this 
Agreement, will be effective unless in writing and signed by the party to be 
charged therewith.  Any subsequent change or changes in my duties, salary or 
compensation will not affect the validity or scope of this Agreement.  As 
used in this Agreement, the period of my employment includes any time during 
which I may be retained by the Company as a consultant.

          13.3 SEVERABILITY.  If one or more of the provisions in this 
Agreement are deemed unenforceable by law, then such provision will be deemed 
stricken from this Agreement and the remaining provisions will continue in 
full force and effect.

          13.4 SUCCESSORS AND ASSIGNS.  This Agreement will be binding upon 
my heirs, executors, administrators and other legal representatives and will 
be for the benefit of the Company, its successors, and its assigns.

          13.5 SURVIVAL.  The provisions of this Agreement shall survive the 
termination of my employment and the assignment of this Agreement by the 
Company to any successor in interest or other assignee.

          13.6 EMPLOYMENT.  I agree and understand that nothing in this 
Agreement shall confer any right with respect to continuation of my 
employment by the Company, nor shall it interfere in any way with my right or 
the Company's right to terminate my employment at any time, with or without 
cause.

          13.7 WAIVER.  No waiver by the Company of any breach of this 
Agreement shall be a waiver of any preceding or succeeding breach.  No waiver 
by the Company of any right under this Agreement shall be construed as a 
waiver of any other right.  The Company shall not be required to give notice 
to enforce strict adherence to all terms of this Agreement.

     This Agreement shall be effective as of the first day of my employment 
with the Company, namely:  January 7, 1999.

     I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE 
DURING MY EMPLOYMENT, AND RESTRICTS MY RIGHT TO DISCLOSE OR USE THE COMPANY'S 
CONFIDENTIAL INFORMATION DURING OR SUBSEQUENT TO MY EMPLOYMENT.

                                       5
<PAGE>

     I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE 
COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.

                                       /s/  Richard M. Beyer
                                       -------------------------------------
                                       RICHARD M. BEYER

                                       Address:

                                       13503 Fremont Road
                                       Los Altos Hills, CA  94022




ACCEPTED AND AGREED TO:

FVC.COM, INC.



By:   /s/  Ralph K. Ungermann
      ------------------------------
     RALPH K. UNGERMANN,
     Chairman of the Board

Address:    FVC.COM, Inc.
            3393 Octavius Drive, Suite 102
            Santa Clara, CA 95054

                                       6
<PAGE>

                                  EXHIBIT A.2


FVC.COM, Inc.
3393 Octavius Drive, Suite 102
Santa Clara, CA 95054


Gentlemen:

     1.   Except as noted in Section 2 below, the following is a complete 
disclosure of all inventions or improvements relevant to the subject matter 
of my employment by FVC.COM, Inc. (the "Company") that have been made or 
conceived or first reduced to practice by me alone or jointly with others 
prior to my engagement by the Company:

          No inventions or improvements.

          See below:

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          Additional sheets attached.


     2.   Due to a prior confidentiality agreement, I cannot complete the 
disclosure under Section 1 above with respect to inventions or improvements 
generally listed below, the proprietary rights and duty of confidentiality 
with respect to which I owe to the following party(s):

     INVENTION OR IMPROVEMENT           PARTY(S)       RELATIONSHIP

1.   ------------------------------     -----------    ----------------------
2.   ------------------------------     -----------    ----------------------
3.   ------------------------------     -----------    ----------------------

          Additional sheets attached.

     3.   I propose to bring to my employment the following devices, 
materials and documents of a former employer or other person to whom I have 
an obligation of confidentiality that are not generally available to the 
public, which materials and documents may be used in my employment pursuant 
to the express written authorization of my former employer or such other 
person (a copy of which is attached hereto):

                                       1
<PAGE>

          No material.

          See below:

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------
          Additional sheets attached.


Effective as of January 7, 1999.



                                       Very truly yours,

                                       /s/  Richard M. Beyer
                                       ---------------------------------------
                                       Richard M. Beyer

                                       2
<PAGE>

                                  EXHIBIT B

                                FVC.COM, INC.

                         EMPLOYEE AGREEMENT AND RELEASE

     I UNDERSTAND AND AGREE COMPLETELY TO THE TERMS SET FORTH IN THE 
FOREGOING AGREEMENT.

     I hereby confirm my obligations under the Company's standard form of 
proprietary information agreement.

     I acknowledge that I have read and understand Section 1542 of the 
California Civil Code which reads as follows: "A general release does not 
extend to claims which the creditor does not know or suspect to exist in his 
favor at the time of executing the release, which if known by him must have 
materially affected his settlement with the debtor." I hereby expressly waive 
and relinquish all rights and benefits under that section and any law of any 
jurisdiction of similar effect with respect to my release of any claims I may 
have against the Company.

     Except as otherwise set forth in this Agreement, I hereby release, 
acquit and forever discharge the Company, its parents and subsidiaries, and 
their officers, directors, agents, servants, employees, shareholders, 
successors, assigns and affiliates, of and from any and all claims, 
liabilities, demands, causes of action, costs, expenses, attorneys fees, 
damages, indemnities and obligations of every kind and nature, in law, 
equity, or otherwise, known and unknown, suspected and unsuspected, disclosed 
and undisclosed (other than any claim for indemnification I may have as a 
result of any third party action against me based on my employment with the 
Company), arising out of or in any way related to agreements, events, acts or 
conduct at any time prior to and including the Effective Date of this 
Agreement, including but not limited to: all such claims and demands directly 
or indirectly arising out of or in any way connected with my employment with 
the Company or the termination of that employment, including but not limited 
to, claims of intentional and negligent infliction of emotional distress, any 
and all tort claims for personal injury, claims or demands related to salary, 
bonuses, commissions, stock, stock options, or any other ownership interests 
in the Company, vacation pay, fringe benefits, expense reimbursements, 
severance pay, or any other form of compensation; claims pursuant to any 
federal, state or local law or cause of action including, but not limited to, 
the federal Civil Rights Act of 1964, as amended; the federal Age 
Discrimination in Employment Act of 1967, as amended ("ADEA"); the federal 
Americans with Disabilities Act of 1990; the California Fair Employment and 
Housing Act, as amended; tort law; contract law; wrongful discharge; 
discrimination; fraud; defamation; emotional distress; and breach of the 
implied covenant of good faith and fair dealing; provided, however, that 
nothing in this paragraph shall be construed in any way to release the 
Company from its obligation to indemnify you pursuant to the Company's 
Indemnification Agreement and to provide you with continued coverage under 
the Company's directors and officers liability insurance policy to the same 
extent that it has provided such coverage to previously departed officers and 
directors of the Company.

     I acknowledge that I am knowingly and voluntarily waiving and releasing 
any rights I may have under ADEA.  I also acknowledge that the consideration 
given for the waiver and release in the preceding paragraph hereof is in 
addition to anything of value to which I was

                                       1
<PAGE>

already entitled.  I further acknowledge that I have been advised by this 
writing, as required by the ADEA, that: (A) my waiver and release do not 
apply to any rights or claims that may arise after the Effective Date of this 
Agreement; (B) I have the right to consult with an attorney prior to 
executing this Agreement; (c) I have twenty-one (21) days to consider this 
Agreement (although I may choose to voluntarily execute this Agreement 
earlier); (D) I have seven (7) days following the execution of this Agreement 
by the parties to revoke the Agreement; and (E) this Agreement shall not be 
effective until the date upon which the revocation period has expired, which 
shall be the eighth day after this Agreement is executed by me, provided that 
the Company has also executed this Agreement by that date ("Effective Date").

                                       By: /s/  Richard M. Beyer
                                           ----------------------------------
                                                   Richard M. Beyer

                                       Date:  December 14, 1998
                                            ---------------------------------


                                       2