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                                                                   Exhibit 10.22

                           SOMERA COMMUNICATIONS, LLC

                        GLENN BERGER EMPLOYMENT AGREEMENT

This Agreement is made by and between Somera Communications, LLC (the "Company")
and Glenn Berger ("Employee") as of October 8th, 1999.

1) DUTIES AND SCOPE OF EMPLOYMENT

            (a) Positions; Commencement Date; Duties

            Employee's employment with the Company pursuant to this Agreement
            shall commence on November 8th, 1999 (the "Commencement Date"). As
            of the Commencement Date, the Company shall employ the Employee as
            Vice President, Operations of the Company. 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 Chief Executive Officer of the Company (the
            "CEO").

            (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 CEO; provided,
            however, that Employee may serve in any capacity with any civic,
            educational or charitable organization without the approval of the
            CEO.

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.

            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.
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            (b) Relocation Expense Reimbursement

            The Company will reimburse Employee for the following reasonable
            relocation costs:

                  (i)   Transaction costs associated with buying Employee's new
                        residence (closing costs, inspections, title insurance,
                        brokerage and related fees, etc.).

                  (ii)  Transaction costs associated with selling Employee's old
                        residence (closing costs, inspections, title insurance,
                        brokerage and related fees, etc.).

                  (iii) Moving household furnishings, personal effects and two
                        automobiles (including packing and unpacking of
                        household furnishings and personal effects, and
                        California registration for two automobiles).

                  (iv)  Two "house-hunting" trips to Santa Barbara, California,
                        including economy airfare, and related costs for one
                        individual per trip.

                  (v)   Up to three months temporary storage of household
                        furnishings and personal effects if necessary.

            Employee will be fully grossed-up by the Company for any imputed
            income required to be recognized with respect to this reimbursement
            so that the economic effect to Employee, after taking into account
            any tax deductions available to Employee, is the same as if this
            reimbursement was provided to Employee on a non-taxable basis.

            (c) Temporary Living Expenses

            The Company will pay for Employee's reasonable rent accommodation
            costs until the earlier of (i) such time as the Employee permanently
            relocates to Santa Barbara, California, or (ii) four (4) months from
            the Commencement Date. Such costs will cover rent, and up to two (2)
            round trip economy airfares per month for the Employee to return to
            Houston.

            Employee will be fully grossed-up by the Company for any imputed
            income required to be recognized with respect to this reimbursement
            so that the economic effect to Employee, after taking into account
            any tax deductions available to Employee, is the same as if this
            reimbursement was provided to Employee on a non-taxable basis.

            (d) Relocation Loan

            In connection with the transfer of Employee's principal place of
            employment to Santa Barbara, California, the Company shall provide
            Employee with a eight (8) year
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            interest-free mortgage loan in the amount of $300,000 for purposes
            of Employee's acquisition of a new principal residence (the "Loan"),
            payable at the close of escrow. The Loan shall be forgiven over
            eight years with $25,000 per year for the first four years, $50,000
            per years five, six, and seven, and $27,500 forgiven in the eighth
            year. The Loan shall be subject to, and governed by, the terms and
            conditions of a loan agreement and mortgage between the Employee and
            the Company attached hereto as Exhibit A (the "Loan Agreement"). The
            Company shall retain a mortgage security interest in the residence
            during the term of the Loan. The Loan is intended to satisfy the
            Requirements of Proposed Treasury Regulation Section 1.7872-5T(c)(1)
            and the Employee and the Company agree to execute such documents as
            are necessary to comply therewith. In the event of termination of
            employment for any reason, the Loan will be due and repayable within
            six (6) months of the effective date of termination. In the event
            Employee is terminated due to (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, or (iii) Employee's gross misconduct, then
            the outstanding balance of the Loan shall be due and repayable to
            the Company within thirty (30) days of such termination. In the
            event Employee is terminated due to Employee's breach or failure to
            perform his employment duties as established by the CEO periodically
            and failure to cure such breach within thirty (30) days after
            receipt of written notice of breach from the Company, the
            outstanding balance of the Loan shall be due and repayable six (6)
            months from the termination date.

            (e) Payment of actual COBRA benefit expense until Employee Standard
            Benefits commence.

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 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
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            (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 $200,000 (the "Base Salary"). Such salary shall be paid
            periodically in accordance with normal Company payroll practices and
            subject to the usual required withholding.

            (b)   Bonuses

                  (i)   Target Bonus

                        Employee shall be eligible to receive an annual target
                        bonus, of $45,000 (the "Target Bonus") paid in equal
                        quarterly installments, except in the first year which
                        will be paid in equal monthly installments. The Target
                        Bonus shall be based upon performance criteria specified
                        by the CEO. The Employee shall be guaranteed the $45,000
                        Target Bonus for the first annual period, with $22,500
                        of the first year bonus committed to pay down the
                        Relocation Loan amount, thereby guaranteeing a monthly
                        bonus amount payable to Employee equal to $1875.00
                        during the first year of employment. 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 Target Bonus, the annual
                        period shall commence on the Commencement Date (or
                        anniversary thereof) and continue for a one year period.

            (c)   Equity Compensation

                  (ii)  Membership Unit Option

                        The Company will recommend to the Board of Managers (the
                        "Board") that the Employee receive a nonstatutory
                        membership unit option to purchase 150,000 shares (post
                        split) of the Company's then issued and outstanding
                        membership units at a price equal to the fair market
                        value as reasonably determined by the Board prior to the
                        Commencement Date (the "Unit Option"). The Unit 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 elsewhere herein, shall be vested with respect
                        to twenty-five percent (25%) as of the first anniversary
                        of the Commencement Date 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 the Commencement Date. Such vesting shall
                        be conditioned upon Employee's continued employment with
                        the Company as of each vesting date. Except as specified
                        otherwise herein, the Unit Option shall be subject to
                        the terms, definitions and provisions of the Company's
                        1999 Unit
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                        Plan (the "Unit Plan") and the standard form of unit
                        option agreement thereunder to be entered into by and
                        between Employee and the Company (the "Option
                        Agreement"), both of which documents are to be approved
                        by the Board.

            (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 (i)
                              Employee's Unit Option shall have its vesting
                              accelerated as to (ii) if such termination occurs
                              prior to the first anniversary of the Commencement
                              Date twenty-five percent (25%) of the units
                              subject to the Unit Option, or (iii) if such
                              termination occurs following the first anniversary
                              of the Commencement Date that number of units
                              subject to the Unit Option that would have become
                              vested had Employee remained employed by the
                              Company for an additional six (6) months; (iv)
                              Employee shall receive a lump-sum payment equal to
                              Six (6) Months of his Base Salary and Target
                              Bonus, less applicable withholding, promptly
                              receive coverage under the Company's health and
                              other welfare benefit plans for a period of six
                              (6) months, or, if and to the extent ineligible
                              under the terms of such plans, Employee shall
                              receive an amount equal to the Company's costs of
                              providing such benefits.

                              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 CEO
                              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,
                              Operations, 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; or (iii) the relocation of the Employee
                              to a facility or a location more than thirty-five
                              (35) miles from the Employee's then present
                              location, without the Employee's written consent.
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5) CHANGE OF CONTROL VESTING ACCELERATION

            In the event of a Change of Control, a number of membership units
            equal to 25% of Employee's entire Unit Option as of the Commencement
            Date, together with any additional option grants Employee may
            receive from the Company while employed hereunder, shall become
            vested and any remaining unvested units subject to the Unit Option,
            or any additional option grants, shall be subject to vesting as
            otherwise provided herein or in the applicable option agreements.

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. All payment for
            relocation loan will be payable by the Employee's estate to the
            Company within six (6) months of death.

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.
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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:

            If to the Company:   Somera Communications, LLC
                                 5383 Hollister Avenue, Suite 100
                                 Santa Barbara, CA  93111
                                 Attn: Chief Executive Officer

            If to Employee:      Glenn Berger
                                 4910 Dunwoody Bend
                                 Cypress, TX  77429

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 Unit 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.

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
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            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 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,
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                  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) LEGAL FEE REIMBURSEMENT

            The Company agrees to pay Employee's reasonable legal fees
            associated with entering into this Agreement upon receiving invoices
            for such services.

15) NO ORAL MODIFICATION, CANCELLATION OR DISCHARGE

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

16) 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.

17) GOVERNING LAW

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

18) EFFECTIVE DATE

            This Agreement is effective November 8th, 1999.

19) 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.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
respective dates set forth below:

                                          SOMERA COMMUNICATIONS, LLC


                                               /s/ Dan Firestone
                                          --------------------------------------
                                               Dan Firestone
                                               Chief Employee Officer

EMPLOYEE


   /s/ Glenn Berger
----------------------------
Glenn Berger