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                                                                   EXHIBIT 10.18

     March 8, 2000


     Atul Bhatnagar
     19193, Allendale Ave
     Saratoga, CA 95070

     Dear Atul:

     Alteon WebSystems, Inc, (the "Company") is pleased to offer you a regular,
     full-time position as Vice President of Advanced Product Management,
     reporting to me.  The terms of this offer are set forth below (the
     "Agreement").

     Your base salary will be $200,000.00 per year, which will be paid out in
     bi-weekly increments.  As an exempt employee, you will be paid on a salary,
     not hourly basis.  Therefore, you will be "exempt" from overtime pay.  You
     will also receive a sign-on bonus of $250,000.00 less applicable payroll
     deductions and withholdings that will be paid to you on your first payday
     in January of 2001.  Should you terminate your employment with the Company
     prior to twelve (12) months, the bonus will be prorated based on the number
     of months you were employed by the Company, and you will be expected to
     return any unvested portion within seven (7) days of leaving the Company.

     In addition, you will be granted 80,000 options of common stock. You will
     also be granted 32,000 restricted shares. The restricted shares will be at
     a strike price of a 75% discount to market. If, during your term of
     employment the Company is acquired you will immediately vest 25% of your
     then remaining unvested shares.  If, however for any reason the acquiring
     company for any reason terminates your employment or materially reduces
     your job responsibilities you will vest an additional 25% of your remaining
     stock.

     Commencing on your date of hire, you will be eligible to participate in
     portions Alteon WebSystems' benefits plan, which includes 20 days of paid
     time off (PTO), company paid holidays life and disability (LTD) benefits
     plans governed by the terms, conditions, and limitations contained in the
     applicable plan documents.

     Your employment relationship with the Company is "at will" and you have the
     right to terminate that employment relationship at any time.  Also,
     although we hope you will remain with us and be successful here, the
     Company must, and does retain the right to terminate the employment
     relationship at any time.

     Upon your employment, you will be asked to sign the standard Employee
     Proprietary Information and Inventions Agreement, agreeing to hold in
     confidence any proprietary information received as an employee of the
     Company, and to assign to the Company any ideas or suggestions that you
     make while employed by the Company. We wish to impress upon you that we
     do not wish you to bring any confidential or proprietary material of any
     former employers or to violate any other obligations to your former
     employers. We also ask that you return all copies of this letter (and any
     other confidential information we have shared with you) should you decide
     not to accept.

     This Agreement, including attachments, constitutes the complete, final and
     exclusive embodiment of the entire agreement between you and the Company
     with respect to the terms and conditions of your employment.
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     This Agreement is entered into without reliance upon any promise, warranty
     or representation, written or oral, other than those expressly contained
     herein, and it supersedes any other such promises, warranties,
     representations or agreements.  It may

     not be amended or modified except by a written instrument signed by you and
     a duly authorized officer of the Company.  If any provision of this
     agreement is determined to be invalid or unenforceable, in whole or in
     part, this determination will not affect any other provision of this
     Agreement.  This Agreement shall be construed and interpreted in accordance
     with the laws of the State of California.

     This offer of employment is contingent upon the completion of the reference
     checking process.  This offer will expire on March 11, 2000.  To indicate
     your acceptance of our offer under the terms described above, please sign
     both originals, complete with your actual first day of employment and
     return one copy of this letter in the enclosed self-addressed envelope.
     The other original copy is for your records.

     Atul, we feel that you will make a very strong contribution towards
     furthering our goals as a company, and hope you will accept our offer of
     employment.  All of us at Alteon WebSystems are delighted at the prospect
     of having you as part of our team.

     If you have any questions, please feel free to give us a call.

     Sincerely,



     Dominic Orr
     President, and CEO

     I am pleased to accept the terms and conditions stated above:

     /s/ Atul Bhatnagar
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     Atul Bhatnagar                                    Date


     My first day of employment at Alteon WebSystems will be June 5, 00.
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