Exhibit 10.41
Employment Agreement with William Rosenberger
  and subsequent amendment


                              EMPLOYMENT AGREEMENT

         This  Employment  Agreement  is made and  entered  into by and  between
Network Peripherals Inc., a Delaware Corporation (the "Company"), and William F.
Rosenberger ("Rosenberger") as of June 11, 1998 (the "Effective Date").

         1. Position and Duties. Rosenberger shall be employed by the Company as
its President and Chief Executive  Officer,  reporting to the Company's Board of
Directors  (the  "Board").   As  its  President  and  Chief  Executive  Officer,
Rosenberger  agrees to devote his full  business  time,  energy and skill to his
duties at the Company.  These duties shall include all those duties  customarily
performed by the President  and Chief  Executive  Officer,  as well as any other
reasonable  duties  that may be  assigned  from  time to time by the  Board.  In
addition,  Rosenberger  has been elected to the Board for a term expiring at the
annual meeting of the stockholders of the Company to be held in 1999.

         2. Term of Employment.  Rosenberger's  employment with the Company will
be for no specified term, and may be terminated by Rosenberger or the Company at
any  time,  with  or  without  cause.  Upon  the  termination  of  Rosenberger's
employment with the Company for any reason,  neither Rosenberger nor the Company
shall have any further  obligation or liability under this Employment  Agreement
to the other, except as set forth in paragraphs 5, 6, 9, 10 and 11 below.

         3.  Compensation.  Rosenberger  shall be compensated by the Company for
his services as follows:

                  (a) Base  Salary.  Rosenberger  shall be paid a  monthly  base
salary of $20,833.33  per month  ($250,000 on an annualized  basis),  subject to
applicable  withholding,   in  accordance  with  the  Company's  normal  payroll
procedures.

                  (b) Benefits.  Rosenberger  shall have the right,  on the same
basis as other members of senior  management of the Company,  to  participate in
and to receive  benefits under any of the Company's  employee  benefit plans, as
such plans may be modified from time to time. In addition,  Rosenberger shall be
entitled to the benefits  afforded to other members of senior  management  under
the Company's vacation, holiday and business expense reimbursement policies.

                  (c) Performance Bonuses. Rosenberger shall be eligible to earn
either one, but not both, of the following performance bonuses:

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<PAGE>


                           (i) Provided that  Rosenberger's  employment with the
Company has not terminated  prior to the date of the consummation of a Change in
Control (as defined in  paragraph  7 below),  Rosenberger  shall earn a bonus of
$200,000 in the event of a Change in Control  consummated  on or before June 30,
1999 in which the aggregate  fair market value,  as determined by the Board,  of
the consideration paid or to be paid by the Acquiring Corporation (as defined in
paragraph 7 below) in connection  with the Change in Control exceeds one hundred
fifty  million  dollars  ($150,000,000).  Such bonus,  if any,  less  applicable
withholding,  shall be paid as soon as practicable following the consummation of
the Change in Control.

                           (ii)  Provided  that  Rosenberger  has not earned the
bonus described in  subparagraph  (i) above,  Rosenberger  shall earn a bonus of
$100,000  provided  that (A) the Company has  achieved at least two  consecutive
fiscal  quarters ending on or before June 30, 1999 for each of which the Company
has earned  positive  net income and (B) on June 30,  1999  Rosenberger  remains
employed by the Company as its Chief Executive Officer. Such bonus, if any, less
applicable  withholding,  shall be paid as soon as  practicable  after  June 30,
1999, or if later,  as soon as practicable  after the  determination  of the net
income for the second such fiscal  quarter.  For purposes of this  subparagraph,
"net  income"  shall mean the  Company's  net  income for any fiscal  quarter as
determined for purposes of computing the Company's  publicly  reported  earnings
per  share  and as set  forth in the  Company's  consolidated  income  statement
prepared in accordance  with  generally  accepted  accounting  principles and as
reviewed or audited by the Company's independent auditors.

                  (d)  Signing  Bonus.  As soon  as  practicable  following  the
execution of this Employment  Agreement,  the Company shall pay to Rosenberger a
one-time  signing  bonus in the amount of $50,000 (the  "Signing  Bonus"),  less
applicable  withholding.  If Rosenberger  voluntarily  terminates his employment
with the Company within six months of the Effective Date,  Rosenberger  shall be
required  to repay the Signing  Bonus to the  Company  upon the date of the such
termination.

         4. Stock Option. Rosenberger shall be granted the option to purchase up
to 500,000 shares of the Common Stock of the Company (the "Option").  Subject to
Rosenberger's  continued  employment with the Company, the shares subject to the
Option (the "Optioned  Shares") shall become vested and  exercisable at the rate
of 50,000 Optioned Shares on December 31, 1998 and an additional  8,333 Optioned
Shares  for  each  full  month of  Rosenberger's  employment  with  the  Company
thereafter.  Provided  that  Rosenberger's  employment  with the Company has not
terminated  prior to the date of the  consummation  of a Change in  Control  (as
defined in paragraph 7 below),  the vesting and  exercisability  of the Optioned
Shares shall be accelerated  effective as of the date ten (10) days prior to the
date of the Change in Control as to:

                  (a) 50% of the  Optioned  Shares that would  otherwise  remain
unvested  as of the date of the Change in Control,  provided  that the Change in
Control is consummated on or before March 11, 1999; or

                                       2

<PAGE>


                  (b) 75% of the  Optioned  Shares that would  otherwise  remain
unvested  as of the date of the Change in Control,  provided  that the Change in
Control is consummated after March 11, 1999 and on or before June 11, 1999; or

                  (c) 100% of the Optioned  Shares that would  otherwise  remain
unvested  as of the date of the Change in Control,  provided  that the Change in
Control is consummated after June 11, 1999.

Except as otherwise provided herein, the Option shall be subject to the terms of
the Company's  1997 Stock Plan and the  appropriate  standard form Company stock
option agreement,  which Rosenberger shall be required to sign as a condition of
the issuance of the Option.

         5. Benefits Upon Voluntary Termination,  Permanent Disability or Death.
In the event that Rosenberger voluntarily terminates his employment relationship
with the Company at any time and such  termination  is not deemed a Constructive
Termination  Following a Change in Control (as defined in paragraph 7 below), or
in the event that Rosenberger's  employment  terminates as a result of his death
or Permanent  Disability (as defined in paragraph 7 below) other that within one
(1)  year  after a Change  in  Control,  Rosenberger  shall  be  entitled  to no
compensation  or  benefits  from the  Company  other  than  those  earned  under
paragraphs 3 and 4 above through the date of his  termination of employment.  In
the event that  Rosenberger  voluntarily  resigns from his  employment  with the
Company, he shall simultaneously resign from his membership on the Board.

         6.  Benefits  Upon  Other  Termination.  Rosenberger  agrees  that  his
employment may be terminated by the Company at any time,  with or without cause.
In the event of the termination of  Rosenberger's  employment by the Company for
the reasons set forth below, he shall be entitled to the following:

                  (a)  Termination  for Cause.  If  Rosenberger's  employment is
terminated  by the  Company  for  Cause  (as  defined  in  paragraph  7  below),
Rosenberger  shall be entitled to no  compensation  or benefits from the Company
other than those earned under  paragraphs 3 and 4 above  through the date of his
termination  of  employment.  In the  event  that  Rosenberger's  employment  is
terminated by the Company for Cause,  Rosenberger shall immediately  resign from
his membership on the Board.

                  (b) Termination  Without Cause;  Resignation Upon Constructive
Termination  Following  a  Change  in  Control;  Death or  Permanent  Disability
Following a Change in Control.

                           (i) If Rosenberger's  employment is terminated by the
Company for any reason  other than for Cause (as defined in  paragraph 7 below),
or if  Rosenberger  resigns from all  capacities  in which he is then  rendering
service to the  Company  (including  service as a member of the Board)  within a
reasonable  period  of  time  following  an  event   constituting   Constructive
Termination  Following a Change in Control (as defined in paragraph 7 below), or
if Rosenberger's  employment terminates within one (1) year after the occurrence
of any Change in Control  (as  defined in  paragraph 7 below) as a result of his
death or  Permanent  Disability

                                       3

<PAGE>


following such Change in Control, Rosenberger shall be entitled to the following
separation benefits:

                                    (A)  Compensation  and benefits earned under
paragraphs 3 and 4 through the date of Rosenberger's termination;

                                    (B)  Rosenberger's  employment as an officer
of the Company shall terminate immediately;  however, the Company shall continue
Rosenberger's  employment as a non-officer  employee of the Company for a period
of one(1) year following the date of his termination  (the "Severance  Period").
During the Severance Period, Rosenberger shall be entitled to the greater of (1)
his then  current base salary or (2) or his base salary as provided in paragraph
3  of  this  Employment  Agreement,  less  applicable  withholding,  payable  in
accordance with the Company's normal payroll practices;

                                    (C)  Within ten (10) days of  submission  of
proper  expense  reports  by  Rosenberger,   the  Company  shall  reimburse  the
Rosenberger  for all expenses he has reasonably and  necessarily  incurred by in
connection  with  the  business  of the  Company  prior  to his  termination  of
employment;

                                    (D)  Continued  provision  of the  Company's
standard employee medical  insurance  coverages through the end of the Severance
Period;  thereafter,  Rosenberger  shall be entitled to elect continued  medical
insurance  coverage in accordance with the applicable  provisions of federal law
(COBRA); provided,  however, that in the event Rosenberger becomes covered under
another  employer's group health plan during the period provided for herein, the
Company  shall  cease  provision  of  continued   group  health   insurance  for
Rosenberger; and

                                    (E)  Notwithstanding  any  provisions to the
contrary  contained  in any stock  option  agreement  between  the  Company  and
Rosenberger,  if termination  of  Rosenberger's  employment  with the Company as
contemplated  by this  paragraph  6(b)  occurs  within one (1) year  following a
Change in Control, then

                                             (1) All stock  options  granted  by
the  Company  to  Rosenberger  prior to the  Change  in  Control,  which are not
accelerated  pursuant to the provisions of paragraph 4, shall become immediately
exercisable and vested in full as of the time of such termination; and

                                             (2) All such  stock  options  shall
remain exercisable for a period of at least one (1) year following Rosenberger's
termination  of  employment,  subject to any longer periods for exercise of such
options set forth in the particular option agreements.

This paragraph  6(b)(i)(E)  shall apply to all stock option  agreements  entered
into  between the Company  and  Rosenberger,  whether  heretofore  or  hereafter
entered into.

                           (ii) Rosenberger's  entitlement to any benefits under
paragraph 6(b) is conditioned upon  Rosenberger's  execution and delivery to the
Company of (A) a general release

                                       4

<PAGE>


of  claims  in  a  form  satisfactory  to  the  Company  and  (B)  Rosenberger's
resignation  from all of his  positions  with the Company (with the exception of
any  continued  employment  for the  purposes  set  forth  in  paragraph  6(b)),
including from the Board, in a form satisfactory to the Company.

                           (iii)  In  the   event   that   Rosenberger   accepts
employment with, or provides any services to (whether as a partner,  consultant,
joint  venturer or  otherwise),  any person or entity which  offers  products or
services  that are  competitive  with any  products or  services  offered by the
Company or with any products or services that  Rosenberger  is aware the Company
intends  to  offer,  Rosenberger  shall  be  deemed  to have  resigned  from his
employment  with the  Company  effective  immediately  upon such  acceptance  of
employment or provision of services.  Upon such  resignation,  Rosenberger shall
not be entitled to any further  payments or benefits as provided under paragraph
6(b).

                           (iv) In the event that Rosenberger accepts employment
with,  or provides  any  services to  (whether as a partner,  consultant,  joint
venturer or  otherwise),  any person or entity  while  Rosenberger  continues to
receive any separation  benefits  pursuant to this paragraph  6(b),  Rosenberger
shall  immediately  notify the  Company of such  acceptance  and  provide to the
Company  information  with  respect to such  person or entity as the Company may
reasonably  request in order to determine if that person's or entity's  products
or services are competitive with the Company's.

         7.  Definitions.  As used in this Employment  Agreement,  the following
terms shall have the meanings set forth below:

                  (a) "Acquiring Corporation" means, in connection with a Change
in Control, the surviving,  continuing,  successor, or purchasing corporation or
parent corporation thereof, as the case may be.

                  (b) "Cause" means Rosenberger's:

                           (i)  theft,   material  act  of  dishonesty,   fraud,
falsification  of any  employment  or Company  records or the  commission of any
criminal  act which  impairs  his  ability  to  perform  his  duties  under this
Employment Agreement;

                           (ii)    improper    disclosure   of   the   Company's
confidential, business or proprietary information;

                           (iii) material breach of the Company's policies, work
rules or lawful directions from the Board of Directors; or

                           (iv) persistent  failure to perform the lawful duties
and responsibilities  assigned by the Company to him which is not cured within a
reasonable time following his receipt of written notice of such failure from the
Company.

                                       5

<PAGE>


                  (c) "Change in Control"  means an  Ownership  Change Event (as
defined below) or a series of related Ownership Change Events (collectively, the
"Transaction")  wherein the stockholders of the Company  immediately  before the
Transaction do not retain  immediately  after the Transaction,  in substantially
the same  proportions as their ownership of shares of the Company's voting stock
immediately before the Transaction,  direct or indirect beneficial  ownership of
more  than  fifty  percent  (50%)  of the  total  combined  voting  power of the
outstanding  voting stock of the Company or the  corporation or  corporations to
which  the   assets  of  the   Company   were   transferred   (the   "Transferee
Corporation(s)"),  as the case may be. For purposes of the  preceding  sentence,
indirect beneficial  ownership shall include,  without  limitation,  an interest
resulting from ownership of the voting stock of one or more corporations  which,
as  a  result  of  the   Transaction,   own  the   Company  or  the   Transferee
Corporation(s),  as the case may be,  either  directly  or  through  one or more
subsidiary  corporations.  The Board shall have the right to  determine  whether
multiple  sales or  exchanges  of the voting  stock of the  Company or  multiple
Ownership  Change  Events are  related,  and its  determination  shall be final,
binding and conclusive.

For purposes of this Agreement, "Ownership Change Event" means the occurrence of
any of the  following  with respect to the  Company:  (i) the direct or indirect
sale  or  exchange  in a  single  or  series  of  related  transactions  by  the
stockholders of the Company of more than fifty percent (50%) of the voting stock
of the Company;  (ii) a merger or consolidation in which the Company is a party;
(iii) the sale, exchange,  or transfer of all or substantially all of the assets
of the Company; or (iv) a liquidation or dissolution of the Company.

                  (d) "Constructive  Termination  Following a Change in Control"
means one or more of the following  events that occurs within one (1) year after
the occurrence of any Change in Control:

                           (i) without  Rosenberger's  express written  consent,
the assignment to Rosenberger of any duties,  or any limitation of Rosenberger's
responsibilities,   substantially  inconsistent  with  his  positions,   duties,
responsibilities  and status with the Company  immediately  prior to the date of
the Change in Control;

                           (ii) without  Rosenberger's  express written consent,
the removal of  Rosenberger  from his  position  with the Company as held by him
immediately  prior to the  Change  in  Control,  except in  connection  with the
termination of Rosenberger's employment with the Company for Cause;

                           (iii) without  Rosenberger's express written consent,
the relocation of the principal place of Rosenberger's  employment to a location
that is more than  fifty  (50)  miles  from his  principal  place of  employment
immediately  prior to the date of the Change in Control,  or the  imposition  of
travel requirements on Rosenberger  substantially  inconsistent with such travel
requirements existing immediately prior to the date of the Change in Control;

                           (iv)  any  failure  by the  Company  to  pay,  or any
reduction by the Company of (A) Rosenberger's  base salary in effect immediately
prior to the date of the  Change

                                       6

<PAGE>


in Control (unless reductions comparable in amount and duration are concurrently
made  for  all  other   employees   of  the   Company   with   responsibilities,
organizational level and title comparable to Rosenberger),  or (B) Rosenberger's
bonus  compensation  in effect  immediately  prior to the date of the  Change in
Control  (subject to  applicable  performance  requirements  with respect to the
actual  amount  of  bonus  compensation  earned  by  Rosenberger  and all  other
participants in the bonus program);

                           (v) any  failure by the  Company to (A)  continue  to
provide  Rosenberger  with  the  opportunity  to  participate,  on terms no less
favorable than those in effect for the benefit of any  executive,  management or
administrative  group which customarily includes a person holding the employment
position or a comparable position with the Company then held by Rosenberger, any
benefit or compensation plans and programs,  including,  but not limited to, the
Company's life, disability,  health, dental,  medical,  savings, profit sharing,
stock  purchase and  retirement  plans in which  Rosenberger  was  participating
immediately  prior to the date of the  Change in  Control,  or their  equivalent
(provided,  that  any  changes  or  terminations  of such  existing  benefit  or
compensation  plans or programs shall not be a Constructive  Termination  within
the meaning of this  paragraph if the changed  plan or program or a  replacement
plan or program provides  equivalent or more favorable  benefits or compensation
to Rosenberger),  or (2) provide  Rosenberger with all other fringe benefits (or
their  equivalent) from time to time in effect for the benefit of any executive,
management or administrative  group which customarily  includes a person holding
the employment  position or a comparable  position with the Company then held by
Rosenberger; or

                           (vi) any failure or refusal of a successor company to
assume the Company's  obligations under this Employment Agreement as required by
paragraph 15;

provided,  however,  that  Rosenberger's  resignation  as a result of any of the
foregoing  events  shall  be a  voluntary  resignation,  and  not a  resignation
following  Constructive  Termination  Following  a  Change  in  Control,  unless
Rosenberger  gives  written  notice of any such event(s) to the Board and allows
the Company at least ten (10) days thereafter to correct such condition(s).

                  (e) "Permanent Disability" means that:

                           (i)  Rosenberger  has been  incapacitated  by  bodily
injury or disease so as to be prevented thereby from engaging in the performance
of his duties following reasonable accommodations on behalf of the Company;

                           (ii) such total incapacity shall have continued for a
period of six (6) consecutive months; and

                           (iii)  such  incapacity  will,  in the  opinion  of a
qualified  physician,  be  permanent  and  continuous  during the  remainder  of
Rosenberger's life.

         8.  Parachute  Payments.  In the  event  that any  payment  or  benefit
received or to be received by Rosenberger  pursuant to this Employment Agreement
or  otherwise  (collectively,  the

                                       7

<PAGE>


"Payments")  would result in a "parachute  payment" as described in section 280G
of the Internal  Revenue  Code of 1986,  as amended,  notwithstanding  the other
provisions of this  Employment  Agreement,  the amount of such Payments will not
exceed the amount which produces the greatest  after-tax benefit to Rosenberger.
For purposes of the foregoing, the greatest after-tax benefit will be determined
within thirty (30) days of the occurrence of such payment to Rosenberger, in his
sole and absolute  discretion.  If no such  determination is made by Rosenberger
within  thirty (30) days of the  occurrence  of such  payment,  the Company will
promptly make such determination in a fair and equitable manner.

         9.  Confidential  and Proprietary  Information.  Rosenberger  agrees to
abide by the terms and  conditions  of the  Company's  standard form of employee
confidentiality   and   assignment  of  inventions   agreement  as  executed  by
Rosenberger and attached hereto as Exhibit A.

         10.  Agreement  Not To Compete  Unfairly.  Employee  agrees that in the
event of his  termination  at any time and for any reason,  he shall not compete
with the Company in any unfair manner, including,  without limitation, using any
confidential  or  proprietary  information  of the  Company to compete  with the
Company in any way.

         11.  Non-Solicitation.  Employee  agrees  that for a period of one year
after the date of the  termination of his  employment  for any reason,  he shall
not, either directly or indirectly,  solicit the services, or attempt to solicit
the services, of any employee of the Company to any other person or entity.

         12. Dispute  Resolution.  In the event of any dispute or claim relating
to or arising out of this Employment Agreement  (including,  but not limited to,
any claims of breach of contract,  wrongful  termination  or age,  sex,  race or
other discrimination),  Rosenberger and the Company agree that all such disputes
shall be fully and finally  resolved  by binding  arbitration  conducted  by the
American Arbitration Association in Santa Clara County, California in accordance
with its  National  Employment  Dispute  Resolution  rules,  as those  rules are
currently  in effect (and not as they may be modified in the  future).  Employee
acknowledges  that by  accepting  this  arbitration  provision he is waiving any
right to a jury trial in the event of such dispute. Provided, however, that this
arbitration  provision  shall not apply to any disputes or claims relating to or
arising out of the misuse or  misappropriation  of trade secrets or  proprietary
information.

         13.  Attorneys' Fees. The prevailing party shall be entitled to recover
from the  losing  party its  attorneys'  fees and costs  incurred  in any action
brought to enforce any right arising out of this Employment Agreement.

         14.  Interpretation.  Rosenberger  and  the  Company  agree  that  this
Employment Agreement shall be interpreted in accordance with and governed by the
laws of the State of California.

         15. Successors and Assigns.

                                       8

<PAGE>


                  (a)  Successors  of the Company.  The Company will require any
successor  or  assign  (whether  direct  or  indirect,   by  purchase,   merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
assets of the Company,  expressly,  absolutely and unconditionally to assume and
agree to perform  this  Employment  Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession or
assignment  had taken  place.  Failure of the Company to obtain  such  agreement
prior to the effectiveness of any such succession  transaction shall be a breach
of this  Employment  Agreement  and shall  entitle the Employee to terminate his
employment  with the Company  within three (3) months  thereafter and to receive
the benefits  provided  under Section 6(b) of this  Employment  Agreement in the
event of Constructive Termination Following a Change in Control. As used in this
Employment Agreement,  "Company" shall mean the Company as defined above and any
successor or assign to its business  and/or assets as aforesaid  which  executes
and delivers the agreement  provided for in this paragraph 15 or which otherwise
becomes bound by all the terms and  provisions of this  Employment  Agreement by
operation of law.

                  (b) Heirs of Employee.  In view of the personal  nature of the
services to be performed  under this  Employment  Agreement by  Rosenberger,  he
shall not have the right to assign or transfer any of his rights, obligations or
benefits under this Employment Agreement, except as otherwise noted herein. This
Employment  Agreement  shall  inure  to the  benefit  of and be  enforceable  by
Rosenberger's  personal and legal  representatives,  executors,  administrators,
successors, heirs, distributees, devises and legatees. If Rosenberger should die
after the  conditions  to payment of benefits set forth herein have been met and
any  amounts  are still  payable  to him  hereunder,  all such  amounts,  unless
otherwise  provided  herein,  shall be paid in accordance with the terms of this
Employment Agreement to Rosenberger's beneficiary,  successor,  devisee, legatee
or other designee or, if there be no such  designee,  to  Rosenberger's  estate.
Until  a  contrary  designation  is  made  to the  Company,  Rosenberger  hereby
designates as his beneficiary  under this Employment  Agreement the person whose
name appears below his signature on this Employment Agreement.

         16. Entire Agreement.  This Employment Agreement constitutes the entire
employment agreement between Rosenberger and the Company regarding the terms and
conditions of his employment,  with the exception of (a) the agreement described
in paragraph 9 and (b) any stock option agreements  between  Rosenberger and the
Company. This Employment Agreement (including the documents described in clauses
(a) and  (b)  above)  supersedes  all  prior  negotiations,  representations  or
agreements  between  Rosenberger  and the  Company,  whether  written  or  oral,
concerning Rosenberger's employment by the Company.

         17. Notices. For purposes of this Employment Agreement, notices and all
other  communications  provided  for in the  Employment  Agreement  shall  be in
writing and shall be deemed to have been duly given when  delivered or mailed by
United States certified mail,  return receipt  requested,  postage  prepaid,  as
follows:


                  if to the Company:            Network Peripherals Inc.
                                                1371 McCarthy Boulevard
                                                Milpitas, CA  95035
                                                Attn:  Corporate Secretary

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<PAGE>


and if to  Rosenberger,  at the address  specified at the end of this Employment
Agreement.  Notice may also be given at such other  address as either  party may
have  furnished  to the other in writing in  accordance  herewith,  except  that
notices of change of address shall be effective only upon receipt.

         18.  Validity:  If any  one or  more of the  provisions  (or  any  part
thereof)  of this  Employment  Agreement  shall  be  held  invalid,  illegal  or
unenforceable in any respect,  the validity,  legality and enforceability of the
remaining  provisions  (or any part thereof) shall not in any way be affected or
impaired thereby.

         19.  Modification:  This  Employment  Agreement may only be modified or
amended  by a  supplemental  written  agreement  signed by  Rosenberger  and the
Company.

         IN WITNESS WHEREOF, the parties have executed this Employment Agreement
as of the date and year written below.


                                              NETWORK PERIPHERALS INC.


Date: June 11, 1998                           By: \s\ Robert Hersh
     --------------                              -----------------

                                              Its: Vice President, Finance
                                                  ------------------------


Date: June 11, 1998                            \s\ William Rosenberger
     --------------                           ------------------------
                                              William F. Rosenberger

                                              Address for Notice to Rosenberger:

                                              ----------------------------------

                                              ----------------------------------




Name of Designated Beneficiary:               Address of Designated Beneficiary:

--------------------------------              ----------------------------------

                                              ----------------------------------

                                       10

<PAGE>


                          AMENDED EMPLOYMENT AGREEMENT

         This Amended Employment Agreement (the "Agreement") is made and entered
into as of October  19, 1998 (the  "Effective  Date"),  by and  between  Network
Peripherals  Inc.,  a  Delaware  corporation  (the  "Company"),  and  William F.
Rosenberger ("Rosenberger").  The Agreement supersedes, in its entirety, Section
4 of the Employment Agreement between the Company and Rosenberger dated June 11,
1998.

4.       Stock Option. Rosenberger shall be granted the option to purchase up to
         500,000 shares of Common stock of the Company (the  "Option").  Subject
         to  Rosenberger's  continued  employment  with the Company,  the shares
         subject to the Option (the  "Optioned  Shares") shall become vested and
         exercisable at the rate of 50,000  Optioned Shares on December 21, 1998
         and an  additional  8,333  Optioned  Shares  for  each  full  month  of
         Rosenberger's  employment  with the Company  thereafter.  Provided that
         Rosenberger's  employment with the company has not terminated  prior to
         the date of the  consummation  of a Change in  Control  (as  defined in
         paragraph  7 below),  the vesting and  exercisability  of the  Optioned
         Shares  shall be  accelerated  effective  as of the date ten (10)  days
         prior to the date of the Change in  control as to 100% of the  Optioned
         Shares  that  would  otherwise  remain  unvested  as of the date of the
         Change in Control.

         Except as otherwise provided herein, the Option shall be subject to the
         terms of the  Company's  1997 Stock Plan and the  appropriate  standard
         form  Company  stock  option  agreement,  which  Rosenberger  shall  be
         required to sign as a condition of the issuance of the Option.


                                                NETWORK PERIPHERALS INC.

Date: October 19, 1998                          By: \s\ Robert Hersh
     ----------------------                        -----------------------------

                                                Its: Vice President, Finance
                                                    ----------------------------

Date: October 19, 1998                          \s\ William Rosenberger
     ----------------------                     --------------------------------
                                                William F. Rosenberger

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