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                                                                    EXHIBIT 10.5

                       FIRST VIRTUAL COMMUNICATIONS, INC.

                   EXECUTIVE OFFICERS' CHANGE OF CONTROL PLAN

             ADOPTED BY THE BOARD OF DIRECTORS ON FEBRUARY 17, 1999
              AMENDED BY THE BOARD OF DIRECTORS ON OCTOBER 23, 2003

1. INTRODUCTION; PURPOSES.

         (a)      The purpose of this Plan is to provide certain executive
officers of the Company with protection of certain benefits in case of a
termination of his or her employment with 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 certain current executive officers of the Company, (ii) to secure
and retain the services of new Section 16 Officers and (iii) to provide
incentives for such officers 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.

         Each person who, after the Effective Date, is appointed a Section 16
Officer of the Company, if and as of the date the officer is confirmed as a
Section 16 Officer by action of the Board, shall be covered by this Plan.

3. DEFINITIONS.

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

         (b)      "ADEA" has the meaning given thereto in Section 7(c).

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

         (d)      "CAUSE" means Executive's: (i) gross negligence or willful
misconduct in connection with the performance of Executive's 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 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)
that 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 or her family at the expense of the Company; or
(iv) material breach of 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 material
breach.

         (e)      "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

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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 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.

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

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

         (h)      "COMPANY" means First Virtual Communications, Inc., a Delaware
corporation.

         (i)      "COMPANY-PAID COVERAGE" has the meaning given thereto in
Section 5.

         (j)      "DISABILITY" means Executive's death, or physical or mental
disability that prevents Executive from satisfactorily performing the normal
duties and responsibilities of Executive's office in the good faith
determination of the Board for a period of more than one hundred twenty (120)
consecutive days.

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

         (l)      "EMPLOYEE AGREEMENT AND RELEASE" has the meaning given thereto
in Section 7(c).

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

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

         (o)      "EXECUTIVE" means a person covered by this Plan pursuant to
Section 2(a) or Section 2(b).

         (p)      "GOOD REASON" means: (i) any material reduction of Executive's
duties, authority or responsibilities relative to Executive's duties, authority,
or responsibilities as in effect immediately before such reduction, 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

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immediately before 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; or (iv) any failure of
the Company to obtain the assumption of this Plan by any successor or assign of
the Company.

         (q)      "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.

         (r)      "PLAN" means this Executive Officers' Change of Control Plan.

         (s)      "PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT" has the
meaning given thereto in Section 7(b).

         (t)      "SECTION 16 OFFICER" means an "officer" of the Company, as
defined in Rule 16a-1(f) promulgated under the Exchange Act, provided such
officer is designated as such by action of the Board.

         (u)      "TARGET BONUS" means Executive's target bonus for the then
current fiscal year, as set by the compensation committee of the Board.

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.

                  (ii)     To amend or terminate the Plan as provided in Section
11.

                  (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

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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. SEVERANCE BENEFITS IN THE EVENT OF A CHANGE OF CONTROL. If within eighteen
(18) months following the date of a Change of Control 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 or her employment with the Company voluntarily with Good Reason,
then, subject to Section 6 and Section 7: (i) Executive shall be entitled to
receive base salary continuation payments at Executive's 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, 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 Executive or his or her immediate
family, shall have their vesting and exercisability schedules accelerated in
full as of the date of termination; (iii) Executive shall be entitled to receive
bonus continuation payments totaling Executive's 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 or her 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 or her spouse and/or dependents become covered under another employer's
group health plan that provides Executive and his or her 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.

6. PARACHUTE PAYMENTS; EXCISE TAX. In the event that the severance, acceleration
of stock options and other benefits payable to Executive 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 Executive'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 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 Section 6 shall be

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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
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
Executive 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 Section hereunder.

7. LIMITATIONS AND CONDITIONS ON BENEFITS. The benefits and payments provided
under this Plan 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 BENEFITS. Executive shall have executed and delivered to the Company
a standard form of the Company's proprietary information and inventions
agreement, a copy of the current form of which is attached hereto as EXHIBIT A
(the "PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT"), prior to the receipt
or provision of any benefits (including the acceleration benefits) under this
Plan. Additionally, Executive agrees that all documents, records, apparatus,
equipment and other physical property that is furnished to or obtained by
Executive in the course of his or her 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 benefits payable under Section 5 of this Plan shall immediately
terminate.

         (c)      EMPLOYEE AGREEMENT AND RELEASE PRIOR TO RECEIPT OF BENEFITS.
If, pursuant to Section 5, Executive's employment with the Company terminates
involuntarily other than for Cause, death or Disability, or Executive terminates
his or her employment with the Company voluntarily with Good Reason, then prior
to, and as a condition of the receipt of any benefits (including the
acceleration benefits) under this Plan 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. If and only if Executive is
covered by the federal Age Discrimination in Employment Act of 1967, as amended
("ADEA") (currently all those 40 years of age or over on the date of
termination), 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 is covered by ADEA and does not
execute such Employee Agreement and Release within the twenty-one (21) days
specified above, or if Executive revokes such Employee Agreement and Release
within the

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seven (7) day period specified above, no benefits (including the acceleration
benefits) shall be payable or made available to Executive on account of a
termination under Section 5 of this Plan.

8. TERMINATION. Prior to a Change of Control of the Company, the right to
receive benefits under this Plan shall automatically terminate on the date
Executive ceases to be a Section 16 Officer, for any reason or no reason, as
evidenced by the written resignation of Executive, by action of the Board
removing Executive as a Section 16 Officer or otherwise.

9. 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 Executive, five (5) days after deposit in the United
States mail, postage prepaid, addressed to Executive at the address specified in
the corporate records of the Company or at such other address as Executive
hereafter designates by written notice to the Company.

10. AMENDMENT OR TERMINATION OF THE PLAN.

         (a)      The Board at any time, and from time to time, may amend or
terminate this 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 this 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 this Plan unless (i) the Company requests the consent of the person
covered by the Plan and (ii) such person consents in writing.

11. 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.

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                                                                       Exhibit A
                                                          to Executive Officers'
                                                          Change of Control Plan

                       FIRST VIRTUAL COMMUNICATIONS, INC.

            FORM OF PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

         In consideration of my employment or continued employment by First
Virtual Communications, 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.

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         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 paragraph 3 are hereinafter referred to as "Company Inventions."
I recognize that this Agreement does not require assignment of any invention
that 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 that
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 that are made by me (solely or jointly with others) within the
scope of my employment and that 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

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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 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,
that 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 and remain the sole property
of the Company at all times.

         6.       PRIOR INVENTIONS. Inventions, if any, patented or unpatented,
that 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

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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).

                  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

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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.

         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.

                                       11
<PAGE>

         This Agreement shall be effective as of the first day of my employment
with the Company, namely____________.

         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.

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

                                    ___________________________________________
                                    EXECUTIVE

                                    Address:

                                    ____________________________________________
                                    ____________________________________________

ACCEPTED AND AGREED TO:

FIRST VIRTUAL COMMUNICATIONS, INC.

By:
         ________________________________
         Name:
         Title:

Address: First Virtual Communications, Inc.
         3200 Bridge Parkway, Suite 202
         Redwood City, CA 94065

                                       12
<PAGE>

                                                                       Exhibit A
                                                      to Proprietary Information
                                                        and Inventions Agreement

Prior Inventions

<PAGE>

                                                                       Exhibit B
                                                          to Executive Officers'
                                                          Change of Control Plan

                       FIRST VIRTUAL COMMUNICATIONS, INC.

                         EMPLOYEE AGREEMENT AND RELEASE

         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 that 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 the Company's Executive Officers'
Change of Control Plan and 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 any applicable 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.

<PAGE>

         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 already entitled. If and only if I
am covered by ADEA, 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 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 (the "Effective Date"). If I am not covered by
ADEA, I acknowledge that this Agreement shall be effective as of the date upon
which this Agreement has been executed by me (the "Effective Date").

                                    By:__________________________________
                                             EXECUTIVE

                                    Date:
                                         ________________________________

                                       2
<PAGE>

                       FIRST VIRTUAL COMMUNICATIONS, INC.

                   EXECUTIVE OFFICERS' CHANGE OF CONTROL PLAN

_____________________, Executive:

         First Virtual Communications, Inc. (the "Company") acknowledges that
you are covered by its Executive Officers' Change of Control Plan (the "Plan").

Dated the _____ day of ____________, 200_.

                                             Very truly yours,

                                             FIRST VIRTUAL COMMUNICATIONS, INC.

                                             By_________________________________

ATTACHMENTS:

         First Virtual Communications, Inc. Executive Officers' Change of
         Control Plan Proprietary Information and Inventions Agreement Employee
         Agreement and Release

         The undersigned acknowledges that he or she is covered by the Plan and
has received a copy of the attachments referenced above. Furthermore, the
undersigned agrees to be bound by the obligations of an Executive described in
the Plan, including, without limitation, the obligations described in Sections 6
and 7 of the Plan.

                                              ____________________________
                                              EXECUTIVE

                                              Address

                                              _____________________________
                                              _____________________________