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                                                                   Exhibit 10.13


                             [FLASHCOM LETTERHEAD]


Paul Adams
53 Bennett Road
Watertown, MA 02472


        Re:    Separation Agreement


Dear Paul:


        I am pleased that we have reached agreement on the terms for your
separation from employment with Flashcom. Once signed by you, this letter will
serve as our final agreement on the following terms:

        1. RESIGNATION: You hereby resign voluntarily from employment with
Flashcom effective October 8, 1999. You of course will be paid all salary,
accrued vacation, and reimbursable expenses due through that date, regardless of
whether you sign this letter. Since you never became covered by the Company's
group health plans, you are not entitled to continuation coverage under COBRA.

        2. UNEMPLOYMENT BENEFITS: The Company will not contest your eligibility
for unemployment compensation if you report to the State that your employment
ended due to a reorganization.

        3. RETURN OF COMPANY PROPERTY: If you have not done so already, you must
gather up and return all Company property in your possession or under your
control. This includes but is not limited to all keys, credit cards, original
and copies of documents, and all office, computer, or telephone equipment.

        4. SEPARATION BENEFITS: In consideration for your signing this
agreement, the Company will provide the following severance pay and benefits:

                A. SALARY CONTRIBUTION: The Company will continue paying your
        current base salary through its regular payroll from October 9, 1999,
        until January 8, 2000, minus appropriate withholding and payroll
        deductions.

                B. RESTRICTED STOCK: The Company will waive its right to
        repurchase 70, 312 shares of the 375,000 shares of the Company's common
        stock that you purchased under your Restricted Stock Agreement dated
        July 31, 1999, and allow you to purchase those shares for $46,875.00 in
        cash. Upon receipt of your cash payment, the Company will cancel your
        outstanding promissory note and existing share certificate, which will
        effectuate the Company's repurchase of the balance of your shares, and
        then will issue you a new share certificate representing your 70,312
        shares.

        5. COOPERATION: You agree to cooperate in assuring a smooth and orderly
transition of your duties and responsibilities. You and the management of the
Company will refrain from making any disparaging comments about the other or
from interfering in any way with the other's business or

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future employment. In responding to inquiries about you from prospective
employers, the Company will disclose your dates of employment, title, final rate
of pay, and the fact that you resigned voluntarily, provided you refer all such
inquiries to my attention.

        6. FINAL SETTLEMENT: Since these benefits go beyond what you are
entitled to under the Company's policies, you agree that this separation
agreement constitutes a full and final settlement of any and all claims, known
or unknown, of any kind that you or your dependents may have to date against the
Company or any of its parent or affiliated companies and their offices,
directors, shareholders, employees, insurors, agents, successors, or assigns,
and you agree to dismiss and never to bring any legal or administrative action
based on any such claim. This includes but is not limited to claims arising from
your hiring, employment, compensation, or termination, or arising under equal
employment laws such as Title VII of the Civil Rights Act of 1964 or the
Massachusetts Fair Employment Practices Act.

        7. CONFIDENTIALITY: You agree to keep this agreement, including the fact
and amount of pay and benefits, strictly confidential to the fullest extent
allowed by law, but you may disclose it to your attorney or accountant.

        8. TRADE SECRETS: During your employment, you were entrusted with access
to highly confidential trade secrets of the Company concerning its customers and
prospects, finances, sales and marketing programs, business plans, personnel,
and other subjects. You agree to keep all such information confidential and not
to use or disclose it for any purpose after your termination.

        9. VOLUNTARY AGREEMENT: You acknowledge that you are entering into this
agreement freely and voluntarily, with a full understanding of its terms
including the release of all claims. You are free to consult an attorney if you
so desire before signing this agreement.

        10. COMPLETE AGREEMENT: You agree that this letter sets forth all of the
terms of your agreement with the Company, but that any other agreements you have
signed with the Company concerning confidential information or assignment of
inventions shall remain in effect.

        11. NO ADMISSION: You acknowledge that this is not an admission of
wrongdoing by you or the Company, and shall not be used as evidence of guilt. If
you elect not to sign this letter, you will still receive your final salary and
accrued vacation, but this letter will become null and void.

        To confirm that you agree to these terms, please sign and date the
enclosed copy of this letter, and return it to me in the enclosed envelope so
that we can provide you with your severance package.

        I wish you the best in your future endeavors.

Very truly yours,


(s) Brad Sachs  Dated October 20, 1999
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I agree to the terms stated in this letter.


(s) Paul Adams   Dated October 18, 1999
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