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                                                                   EXHIBIT 10.33

January 16,2003

Robert Romano
3006 Rivercrest Drive
Austin, TX 78746

RE: EMPLOYMENT TERMS

Dear Robert:

First Virtual Communications, Inc. (the "Company") is pleased to confirm your
new position as Vice President of Marketing, pursuant to the terms of this
letter agreement ("Agreement").

1.       DUTIES

You will be expected to perform various duties consistent with your position. As
a Section 16 officer, this position reports to the Company's Chief Executive
Officer, unless otherwise assigned by the Company. Additionally you will be
expected to achieve certain performance targets and Company goals related to
your specific job function ("PERFORMANCE TARGETS"). Such Performance Targets
shall be set and measured at the sole discretion of the Company's President and
Chief Executive Officer ("CEO").

2.       COMPENSATION

Effective January 1, 2003, your base salary will be $175,000 per year (less
payroll deductions and all required withholdings), which will be subject to
annual review. You will be paid bi-weekly and you will be eligible for the
following standard Company benefits: health insurance, earned time off and
holidays. Details about these benefit plans are available for your review, upon
request from the Company's Director of Human Resources. You will also be
eligible to receive up to $25,000 per quarter of Quarterly Bonus Opportunity
based on your achievement of specific Quarterly Performance Targets. Such
Performance Targets shall be set at the beginning or each quarter and reviewed
with you. Attainment of those objectives will be measured as a percentage and
such measurement will be at the sole discretion of the company's President and
Chief Executive Officer. Your bonus payment will be calculated and paid at the
end of each quarter based on your percentage attainment against the Quarterly
Bonus Objectives times the $25,000 Quarterly Bonus Opportunity. Your total
target annual cash compensation is $275,000. The Company may modify benefits and
compensation packages from time to time, as it deems necessary.

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3.       TERMINATION OF EMPLOYMENT

Employment at First Virtual Communications is "at will." The Company may
terminate your employment at any time and for any or no reason, with or without
Cause or advance notice, by giving you written notice of such termination.
Similarly, you may terminate your employment with the Company at any time at
your election, in your sole discretion, for any or no reason upon written notice
to the Company. The term of your employment relationship may not be modified
except by a written agreement signed by the Chief Executive Officer or President
of the Company.

In the event that the Company terminates your employment without "Cause", then
upon your furnishing to the Company an executed release and waiver of claims,
you shall be entitled to receive severance payment in the form of continuation
of your total target cash compensation in effect at the time of your
termination, subject to the standard payroll deductions and withholdings, for a
period of four (4) months after the date of termination. During the severance
period, assuming that you are eligible for COBRA, you shall be entitled to
receive medical benefits for yourself and eligible dependents paid for by the
Company until the earlier of (a) four (4) months after the date of termination,
or (b) the date that you become eligible to receive medical benefits from
another company or business entity.

"CAUSE" means your: (i) gross negligence or willful misconduct in connection
with the performance of your duties to the Company that in the written
determination of a majority of the Board has not been cured within thirty (30)
days following receipt by you of written notice from the Board identifying such
acts of gross negligence or willful misconduct; (ii) failure to achieve your
Quarterly Performance Targets, following 30 days written notice from the CEO of
such failure; (iii) commission of a felony (other than a traffic-related
offense) that in the written determination of a majority of the Board has caused
material injury to the Company's business; (iv) dishonesty with respect to a
significant matter relating to the Company's business and intended to result in
personal enrichment of you or your family at the expense of the Company; or (v)
material breach of this Offer Letter and Employment Agreement, Proprietary
Information and Inventions Agreement or Indemnification Agreement by and between
you and the Company, which material breach has not been cured within thirty (30)
days following receipt by you of written notice from the Board identifying such
material breach.

If your employment is terminated for Cause, or you voluntarily terminate your
employment from the Company, all compensation and benefits will cease
immediately and you will receive no additional payment from the Company other
than your accrued base salary and accrued and unused vacation benefits earned
through your date of termination.

4.       COMPANY POLICY

As a Company employee, you are expected to abide by the Company's policies,
procedures, rules and regulations and acknowledge in writing that you have read
the Company's Employee Handbook, which will govern the terms and conditions of
your

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employment. The Company's Employee Handbook may be modified from time to time at
the sole discretion of the Company. Normal working hours are from 8:00 a.m. to
5:00 p.m., Monday through Friday. As an exempt salaried employee, you will be
expected to work additional hours as required by the nature of your work
assignments.

5.       PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

As a condition of employment, you will be required to sign and comply with the
Proprietary Information and Inventions Agreement, attached hereto as Exhibit B,
which prohibits unauthorized use or disclosure of the Company's proprietary
information, among other things.

In your work for the Company, you will be expected not to use or disclose any
confidential information, including trade secrets, of any former employer or
other person to whom you have an obligation of confidentiality. Rather, you will
be expected to use only that information which is generally known and used by
persons with training and experience comparable to your 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. During our discussions about
your proposed job duties, you assured us that you would be able to perform those
duties within the guidelines just described.

You agree that you will not bring onto Company premises any unpublished
documents or property belonging to any former employer or other person to whom
you have an obligation of confidentiality.

6.       ENTIRE AGREEMENT

This Agreement, together with your Proprietary Information and Inventions
Agreement and the stock documents referred to herein, constitute the complete
and exclusive statement of the terms of your employment with the Company. The
employment terms in this Agreement supersede any other agreements or promises
made to you by anyone, whether oral or written. The terms of this Agreement
cannot be modified, except in a writing signed by the Company's Chief Executive
Officer or President.

7.       GOVERNING LAW

This Agreement will be governed by and construed according to the laws of the
State of California. You hereby expressly consent to the personal jurisdiction
of the state and federal courts located in San Jose, California for any lawsuit
filed there against you by the Company arising from or related to this
Agreement.

8.       SUCCESSORS AND ASSIGNS.

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This Agreement will be binding upon your heirs, executors, administrators and
other legal representatives and will be for the benefit of the Company, its
successors, and its assigns. Please sign and date this Agreement, and return it
to the Company's Human Resources Department. We understand you have accepted
employment with the Company under the terms described above. As required by law,
this offer is subject to satisfactory proof of your right to work in the United
States. We look forward to your favorable reply and to a productive and
enjoyable work relationship.

Please sign this document as acceptance of the employment terms listed in this
agreement and the attached.

Sincerely,

FIRST VIRTUAL COMMUNICATIONS, INC.

__________________________________
Tammy Polanco
Director Human Resources

_________________________________
Accepted: Robert Romano

Date:

Attachments: Exhibit A: Proprietary Information and Inventions Agreement