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                                                                   Exhibit 10.15

                           SOMERA COMMUNICATIONS, INC

                     BRANDT A. HANDLEY EMPLOYMENT AGREEMENT

This Agreement is made by and between Somera Communications (the "Company") and
Brandt A. Handley ("Employee") as of January 8th, 2001.

1) DUTIES AND SCOPE OF EMPLOYMENT

            (a) Positions; Commencement Date; Duties

            Employee's employment with the Company pursuant to this Agreement
            shall commence on January 8th, 2001 (the "Commencement Date"). As of
            the Commencement Date, the Company shall employ the Employee as Vice
            President, International. The period of Employee's employment
            hereunder is referred to herein as the "Employment Term." During the
            Employment Term, Employee shall render such business and
            professional services in the performance of his duties, consistent
            with Employee's position within the Company, as shall reasonably be
            assigned to him by the President of the Company (the "President") to
            whom which the Employee will initially directly report Initial
            duties of the Employee are delineated in the letter from the Company
            dated December 22nd, 2000.
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            (b) Obligations

            During the Employment Term, Employee shall devote his full business
            efforts and time to the Company. Employee agrees, during the
            Employment Term, not to actively engage in any other employment,
            occupation or consulting activity for any direct or indirect
            remuneration without the prior approval of the President; provided,
            however, that Employee may serve in any capacity with any civic,
            educational or charitable organization without the approval of the
            President including obligations that have already been communicated
            and agreed to in separate communication between Employee and the
            Company dated December 25th and 27th, 2000, and as described more
            fully on the attached Exhibit A. The Company also recognizes that
            the Employee has a corporation registered in the State of Florida,
            SeedVest, Inc., which he is the sole owner and intends to keep
            registered due to outstanding investments and other past client
            obligations, but will remain dormant with regards to any new
            consulting work following the completion of work previously
            communicated and describes as noted above.

2)    EMPLOYEE BENEFITS

            (a) General

            During the Employment Term, Employee shall be eligible to
            participate in the appropriate employee benefit plans and insurance
            maintained by the Company that are applicable to other senior
            management to the full extent provided for under those plans and
            delineated in the abovementioned letter dated December 22nd, 2000.

            Promptly following the date hereof, the Company shall provide
            Employee with information regarding such plans and insurance. The
            Company reserves the right to cancel or change its benefits plans
            and programs it offers to its employees at any time.

3)    AT-WILL EMPLOYMENT

            Employee and the Company understand and acknowledge that Employee's
            employment with the Company constitutes "at-will" employment.
            Subject to the Company providing severance and "Change in Control"
            benefits as specified herein, Employee and the Company acknowledge
            that this employment relationship may be terminated at any time,
            upon written notice to the other party, with or without good cause
            or for any or no cause, at the option either of the Company or
            Employee.

4)    COMPENSATION

            (a)   Base Salary

                  While employed by the Company, the Company shall pay the
                  Employee as compensation for his services a base salary at the
                  annualized rate of $175,000 (the "Base Salary"). Such salary
                  shall be paid semi-monthly in accordance with normal Company
                  payroll practices and subject to the usual required
                  withholding and will be reviewed annually.

            (b)   Bonuses
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            (i)   Target Bonus

                  Employee shall be eligible to receive an annual target bonus
                  of approximately $61,250 (at 100% of plan)(the "Bonus") paid
                  in quarterly installments. The actual amount of the Bonus will
                  be based upon the achievement of the criteria specified by the
                  President and calculated for Fiscal Year 2001 only as follows:

                        >     20% of base salary if 90% to 99% of Plan is
                              achieved

                        >     35% of base salary if 100% to 114% of Plan is
                              achieved

                        >     50% of base salary if 115% to 129% of Plan is
                              achieved

                        >     75% of base salary if 130% to 149% of Plan is
                              achieved

                        >     100% of base salary if 150% or more of Plan is
                              achieved

                  Notwithstanding the foregoing, the Company's obligation to
                  make any bonus payments, whether during the first or any
                  subsequent period, should be dependent upon employee's
                  employment with the company throughout the end of each payment
                  period. For purposes of the Bonus, the annual period shall
                  commence on the Commencement Date (or anniversary thereof) and
                  continue for a one-year period. Employee will participate in
                  the final establishment of the Fiscal Year 2001 revenue and
                  profit targets upon which the above bonus incentive is based
                  as well as all moving forward targets and bonus based criteria

      (c)   Equity Compensation

            (i)   Stock Option

                  It will be recommended at the first meeting of the Company's
                  Board of Directors following your start date that the Company
                  grant you an option to purchase 220,000 shares of the
                  Company's Common Stock at a price per share equal to the fair
                  market value per share of the Common Stock on the date of
                  grant, as determined by the Company's Board of Directors. This
                  option grant shall be subject to the terms and conditions of
                  the Company's Stock Option Plan and Stock Option Agreement,
                  including vesting requirements. The option shall be for a term
                  of ten years (or shorter upon termination of employment or
                  consulting relationship with the Company) and, subject to
                  accelerated vesting as set forth below, shall be vested with
                  respect to twenty-five percent (25%) as of the first
                  anniversary of your date of employment and shall thereafter
                  vest at the rate of 1/36th of the remaining seventy-five
                  percent (75%) on the first day of each month following the
                  first anniversary of your date of employment.

                  In addition, in the event of (i) a Change in Control (as
                  defined below), and if, on or subsequent to the closing date
                  of the transaction(s) giving rise to such
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                  Change in Control you are terminated without Cause or are
                  Constructively Terminated, then the 25% of shares that are
                  then unvested, if any, shall vest automatically immediately on
                  the date that your employment with the Company (or its
                  successors) is terminated in addition to being paid the
                  Severance terms as outlined below.

                  "Change in Control" shall mean (i) a merger of the Company
                  with or into another corporation, or (ii) a transaction or
                  series of transactions involving the sale of all the voting
                  stock or all or substantially all of the assets of the Company
                  where, in any such event, the shareholders of the Company
                  immediately preceding such transaction(s) do not hold at least
                  a majority of the voting stock of the entity surviving the
                  merger (in the case of clause (i)) or purchasing the assets or
                  stock (in the case of clause (ii)). Such vesting shall be
                  conditioned upon Employee's continued employment with the
                  Company as of each vesting date.

      (d)   Severance

            (i)   Termination Without Cause

                  In the event that the Employee's employment with the Company
                  is involuntarily terminated by the Company without "Cause" or
                  is "Constructively Terminated" (both as defined below), then
                  Employee shall receive a lump-sum payment equal to Four (4)
                  Months of his Base Salary. Further, Employee shall also
                  receive accelerated vesting of 25% of shares that are then
                  unvested within any period between the first (6) and Twelve
                  (12) months of service and then, thereafter, per the vesting
                  schedule as detailed above.

                  For the purposes of this Agreement, "Cause" is defined as: (i)
                  an act of dishonesty made by Employee in connection with his
                  responsibilities as an employee of the Company, (ii)
                  Employee's conviction of, or plea of nolo contendere to, a
                  felony, (iii) Employee's gross misconduct, or (iv) Employee's
                  breach or failure to perform his employment duties as
                  established by the President periodically and failure to cure
                  such breach within thirty (30) days after receipt of written
                  notice of breach from the Company.

                  For this purpose, "Constructive Termination" is defined as the
                  resignation of Employee within sixty (60) days following (i)
                  the assignment to Employee of duties incommensurate with his
                  status as Vice President, or any material reduction of the
                  Employee's duties, authority, responsibilities or title,
                  relative to the Employee's duties, authority, responsibilities
                  or title as in effect immediately prior to such reduction,
                  except if agreed to in writing by the Employee; (ii) a
                  material reduction by the Company in the Base Salary, as in
                  effect immediately prior to such reduction (in such situation,
                  severance is calculated on the original base salary in this
                  contract or whatever is most current at the time prior to the
                  reduction);or (iii) the relocation of the Employee to a
                  facility or a location more than thirty-five
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                  (35) miles from the Employee's then present location, without
                  the Employee's written consent.

5) BUSINESS TRAVEL

            Employee will travel on a minimum of Business Class of service on
            all international air travel and on all domestic air travel that
            exceeds five (5) hours in length.

6) TOTAL DISABILITY OF EMPLOYEE

            Upon Employee's becoming permanently and totally disabled (as
            defined in accordance with Internal Revenue Code Section 22(e)(3) or
            its successor provision) during the term of this Agreement,
            employment hereunder shall automatically terminate, all payments of
            compensation by the Company to Employee hereunder shall immediately
            terminate (except as to amounts already earned) and all vesting of
            the Employee's unit options shall immediately cease.

7) DEATH OF EMPLOYEE

            If Employee dies while employed by the Company pursuant to this
            Agreement, all payments of compensation by the Company to Employee
            hereunder shall immediately terminate (except as to amounts already
            earned, which shall be paid to Employee's estate) and all vesting of
            the Employee's unit options shall immediately cease.

8) ASSIGNMENT

            This Agreement shall be binding upon and inure to the benefit of (a)
            the heirs, executors and legal representatives of Employee upon
            Employee's death and (b) 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 person, 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 or business of the Company. None of the rights of
            Employee to receive any form of compensation payable pursuant to
            this Agreement shall be assignable or transferable except through a
            testamentary disposition or by the laws of descent and distribution
            upon the death of Employee following termination without cause. Any
            attempted assignment, transfer, conveyance or other disposition
            (other than as aforesaid) of any interest in the rights of Employee
            to receive any form of compensation hereunder shall be null and
            void.

9) NOTICES

            All notices, requests, demands and other communications called for
            hereunder shall be in writing and shall be deemed given if (i)
            delivered personally, (ii) one (1) day after being sent by Federal
            Express or a similar commercial overnight service, or (iii) three
            (3) days after being mailed by registered or certified mail, return
            receipt requested, prepaid and 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:
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           If to the Company:  Somera Communications
                               5383 Hollister Avenue, Suite 100
                               Santa Barbara, CA  93111
                               Attn: Chief Executive Officer

           If to Employee:     Brandt Handley
                               4635 Via Vistosa
                               Santa Barbara, CA  93110

10) 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.

11) PROPRIETY INFORMATION AGREEMENT

            Employee agrees to enter into the Company's standard Proprietary
            Information Agreement (the "Proprietary Information Agreement") upon
            commencing employment hereunder.

12) ENTIRE AGREEMENT

            This Agreement, the Stock Option Plan, the Option Agreement, and the
            Proprietary Information Agreement represent the entire agreement and
            understanding between the Company and Employee concerning Employee's
            employment relationship with the Company, and supersede and replace
            any and all prior agreements and understandings concerning
            Employee's employment relationship with the Company.
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13) ARBITRATION AND EQUITABLE RELIEF

            (a) Except as provided in Section 13(c) below, Employee agrees that
            any dispute or controversy arising out of, relating to, or in
            connection with this Agreement, or the interpretation, validity,
            construction, performance, breach, or termination thereof shall be
            settled by arbitration to be held in Santa Barbara County,
            California, in accordance with the National Rules for the Resolution
            of Employment Disputes then in effect of the American Arbitration
            Association (the "Rules"). The arbitrator may grant injunctions or
            other relief in such dispute or controversy. The decision of the
            arbitrator shall be final, conclusive and binding on the parties to
            the arbitration. Judgment may be entered on the arbitrator's
            decision in any court having jurisdiction.

            (b) The arbitrator shall apply California law to the merits of any
            dispute or claim, without reference to rules of conflict of law. The
            arbitration proceedings shall be governed by federal arbitration law
            and by the Rules, without reference to state arbitration law.
            Employee hereby expressly consents to the personal jurisdiction of
            the state and federal courts located in California for any action or
            proceeding arising from or relating to this Agreement and/or
            relating to any arbitration in which the parties are participants.

            (c) Employee understands that nothing in Section 13 modifies
            Employee's at-will status. Either the Company or Employee can
            terminate the employment relationship at any time, with or without
            cause.

            (d) EMPLOYEE HAS READ AND UNDERSTANDS SECTION 13, WHICH DISCUSSES
            ARBITRATION. EMPLOYEE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT,
            EMPLOYEE AGREES TO SUBMIT ANY FUTURE CLAIMS ARISING OUT OF, RELATING
            TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION,
            VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH, OR TERMINATION THEREOF
            TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES
            A WAIVER OF EMPLOYEE'S RIGHT TO A JURY TRIAL AND RELATES TO THE
            RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE
            EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE
            FOLLOWING CLAIMS:

                        (i) ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF
                        EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND
                        IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR
                        DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR
                        INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT
                        OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR
                        INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE
                        ECONOMIC ADVANTAGE; AND DEFAMATION.

                        (ii) ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL
                        STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED
                        TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE
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                        CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN
                        EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES
                        ACT OF 1990, THE FAIR LABOR STANDARDS ACT, THE
                        CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR
                        CODE SECTION 201, et seq;

                        (iii) ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS
                        AND REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT
                        DISCRIMINATION.

14) NO ORAL MODIFICATION, CANCELLATION OR DISCHARGE

            This Agreement may only be amended, canceled or discharged in
            writing signed by Employee and the Company.

15) WITHHOLDING

            The Company shall be entitled to withhold, or cause to be withheld,
            from payment any amount of withholding taxes required by law with
            respect to payments made to Employee in connection with his
            employment hereunder.

16) GOVERNING LAW

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

17) EFFECTIVE DATE

            This Agreement is effective January 8th, 2001.

18) ACKNOWLEDGMENT

            Employee acknowledges that he has had the opportunity to discuss
            this matter with and obtain advice from his private attorney, has
            had sufficient time to, and has carefully read and fully understands
            all the provisions of this Agreement, and is knowingly and
            voluntarily entering into this Agreement.

19) CONFIDENTIALITY

            Both Employee and the Company agree that this document and the terms
            included herein are private and confidential to both the employee
            and to those within the Company that has a need to know this
            information. Both parties agree to keep this information private and
            confidential during the entire employment term. However, this
            confidentiality clause does not preclude employee from discussion
            any and all related employment and compensation matters with
            personal attorneys, accountants and business advisors at any time.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
respective dates set forth below:

                                              SOMERA COMMUNICATIONS, Inc.


                                                   /s/ Dan Firestone
                                              ----------------------------------
                                                   Dan Firestone
                                                   CEO and Chairman

EMPLOYEE


  /s/ Brandt A. Handley
------------------------------
      Brandt Handley