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                                                               EXHIBIT 10.9

                                   FVC.COM, INC.

                   NON-EMPLOYEE DIRECTORS' CHANGE OF CONTROL PLAN

              ADOPTED BY THE BOARD OF DIRECTORS ON FEBRUARY 17, 1999

1.   INTRODUCTION; PURPOSES.

     (a)  The purpose of this Plan is to provide directors of the Company 
with protection of certain benefits in case of a termination of his or her 
status as a director of the Company in connection with a Change of Control of 
the Company.

     (b)  The Company, by means of the Plan, seeks (i) to retain the services 
of the current directors of the Company, (ii) to secure and retain the 
services of new directors and (iii) to provide incentives for its directors 
to exert maximum efforts for the success of the Company even in the face of a 
potential Change of Control of the Company.

2.   COVERAGE OF THE PLAN.

     (a)  Each person who on the Effective Date is a director of the Company 
and is not an employee of the Company shall be covered by the Plan.

     (b)  Each person who becomes a director of the Company but is not at 
such time an employee of the Company shall automatically be covered by the 
Plan as of the date of the person's election or appointment to the Board.

     (c)  Any director of the Company who was previously an employee of the 
Company and thus not eligible to be covered by this Plan shall be 
automatically covered by this Plan if and when (i) he or she ceases to be an 
employee of the Company and (ii) remains as a director of the Company.  The 
effective time of such coverage shall be the date upon which the person 
ceases to be an employee of the Company.

3.   DEFINITIONS.

     (a)  "ACCOUNTANTS" has the meaning given thereto in Section 6(b).

     (b)  "BOARD" means the Board of Directors of the Company.

     (c)  "CHANGE OF CONTROL" means: (i) a dissolution or liquidation of the 
Company; (ii) a sale of all or substantially all 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 before 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 

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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 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 are members of the Incumbent Board 
cease for any reason to constitute at least fifty percent (50%) of the Board.

     (d)  "CODE" means the Internal Revenue Code of 1986, as amended.

     (e)  "COMMITTEE" means a committee appointed by the Board in accordance 
with Section 4(c).

     (f)  "COMPANY" means FVC.COM, Inc., a Delaware corporation.

     (g)  "DIRECTOR" means a Company director who is covered by this Plan 
pursuant to Section 2.

     (h)  "EFFECTIVE DATE" means February 17, 1999.

     (i)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     (j)  "EXCISE TAX" has the meaning given thereto in Section 6.

     (k)  "INCUMBENT BOARD" means the individuals who, as of the Effective 
Date are members 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.

     (l)  "PLAN" means this Non-Employee Directors' Change of Control Plan.

4.   ADMINISTRATION

     (a)  The Board shall administer the Plan unless and until the Board 
delegates administration to a Committee, as provided in Section 4(c).

     (b)  The Board shall have the power, subject to, and within the 
limitations of, the express provisions of the Plan:

          (i)  To construe and interpret the Plan and the rights covered 
under it, and to establish, amend and revoke rules and regulations for its 
administration.  The Board, in the exercise of this power, may correct any 
defect, omission or inconsistency in the Plan, in a manner and to the extent 
it shall deem necessary or expedient to make the Plan fully effective.

                                     2.
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          (ii) To amend or terminate the Plan as provided in Section 9.

          (iii) Generally, to exercise such powers and to perform such acts 
as the Board deems necessary or expedient to promote the best interests of 
the Company that are not in conflict with the provisions of the Plan.

     (c)  The Board may delegate administration of the Plan to a committee of 
the Board composed of not fewer than two (2) members, all of the members of 
which committee shall be, members of the Board.  If administration is 
delegated to a committee, the Committee shall have, in connection with the 
administration of the Plan, the powers theretofore possessed by the Board, 
including the power to delegate to a subcommittee of two (2) or more members 
of the Board any of the administrative powers the Committee is authorized to 
exercise (and references in this Plan to the Board shall thereafter be to the 
Committee or such a subcommittee), subject, however, to such resolutions, not 
inconsistent with the provisions of the Plan, as may be adopted from time to 
time by the Board.  The Board may abolish the Committee at any time and 
revest in the Board the administration of the Plan.

5.   ACCELERATION IN THE EVENT OF A CHANGE OF CONTROL.  As of the date of a 
Change of Control of the Company, then, subject to Section 6, each of 
Director's outstanding stock options, restricted stock awards and restricted 
stock purchases and any options, awards or purchases held in the name of an 
estate planning vehicle for the benefit of Director or his or her immediate 
family, shall have their vesting and exercisability schedules accelerated in 
full.

6.   PARACHUTE PAYMENTS; EXCISE TAX.  In the event that the severance, 
acceleration of stock options and other benefits payable to Director as a 
result of a Change of Control of the Company (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 Section 6, 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 Director's benefits payable in connection 
therewith shall be either

     (a)  delivered in full, or

     (b)  delivered as to such lesser extent that 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 Director 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 Director otherwise agree in writing, any determination required 
under this Section 6 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, Director 
shall be given the choice of which benefits to reduce.  For purposes of 
making the calculations required by this Section 6, 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 Director shall furnish to the Accountants such 
information and documents as the Accountants may reasonably request in order 
to make a determination under this Section 6.  The Company shall bear all 
costs the Accountants may reasonably incur in connection with any 
calculations contemplated by this 

                                     3.
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Section 6.

7.   TERMINATION.  Prior to a Change of Control of the Company, the right to 
receive benefits under this Plan shall automatically terminate on the date 
upon which Director's status as a director of the Company terminates, as 
evidenced by the written resignation of Director, by action of the Board or 
of the stockholders of the Company removing Director as a director or 
otherwise.

8.   NOTICES.  Any notices provided for in this Plan shall be given in 
writing and shall be deemed effectively given upon receipt or, in the case of 
notices delivered by the Company to Director, five (5) days after deposit in 
the United States mail, postage prepaid, addressed to Director at the address 
specified in the corporate records of the Company or at such other address as 
Director hereafter designates by written notice to the Company.

9.   AMENDMENT OR TERMINATION OF THE PLAN.

     (a)  The Board at any time, and from time to time, may amend or 
terminate the Plan; PROVIDED, HOWEVER, that any such termination must occur 
prior to the occurrence of a Change of Control of the Company.

     (b)  Rights and obligations under this Plan of persons covered by this 
Plan before any amendment of the Plan made at or after the time of the 
occurrence of a Change of Control of the Company shall not be impaired by any 
amendment of the Plan unless (i) the Company requests the consent of the 
person covered by the Plan and (ii) such person consents in writing.

10.  GOVERNING LAW.  This Plan shall be governed by, and construed in 
accordance with, the laws of the State of California, regardless of the law 
that might be applied under applicable principles of conflicts of law.

                                     4.

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                                   FVC.COM, INC.

                   NON-EMPLOYEE DIRECTORS' CHANGE OF CONTROL PLAN


_____________________, Director:


     FVC.COM, Inc. (the "Company") acknowledges that you are covered by its 
Non-Employee Directors' Change of Control Plan (the "Plan").

Dated the _____ day of ____________, 19__.

                              Very truly yours,

                              FVC.COM, INC.


                              By_________________________________



ATTACHMENT:

     FVC.COM, Inc. Non-Employee Directors' Change of Control Plan

     The undersigned acknowledges that he or she is covered by the Plan and 
has received a copy of the attachment referenced above.  Furthermore, the 
undersigned agrees to be bound by the obligations of a Director described in 
the Plan, including, without limitation, the obligations described in Section 
6 of the Plan.

                              _____________________________
                              DIRECTOR

                              Address

                              __________________
                              __________________