November 6, 1998 James R. Berthelsen 30 De Sabla Road San Mateo, CA 94402 Re: Your Employment With ULTRADATA Corporation Dear Jim: This letter will set forth the binding agreement of employment (the "Agreement"), effective as of November 6, 1998 (the...

                                November 6, 1998

Xxxxx X. Xxxxxxxxxx
00 Xx Xxxxx Xxxx
Xxx Xxxxx, XX  00000

            Re: Your Employment With ULTRADATA Corporation

Dear Xxx:

      This letter will set forth the binding agreement of employment (the
"Agreement"), effective as of November 6, 1998 (the "Effective Date"), between
you and ULTRADATA Corporation, a Delaware corporation ("ULTRADATA").

      1. Employment and Duties. During the Employment Term, as defined in
Section 3 below, you will serve as Vice President, Business Development of
ULTRADATA. You will have such duties and authority as are customary for, and
commensurate with such position, and such other reasonable duties and authority
as the Board of Directors of ULTRADATA (the "Board") or the President of
ULTRADATA prescribes from time to time.

      2. COMPENSATION.

            (a) Salary. For your services hereunder, ULTRADATA will pay as
salary to you the amount of $11,250.00 per month during the Employment Term, as
defined in Section 3 below. Such salary will be paid in conformity with
ULTRADATA's normal payroll period. Your salary will be reviewed by the Board
from time to time at its discretion, and you will receive such salary increases,
if any, as the Board in its sole discretion determines. For purposes of this
Agreement, your salary shall include any increases approved by the Board.

            (b) Bonus. In addition to the salary set forth in Section 2(a)
hereof, you will be eligible for an annual bonus pursuant to a formula, and
determined in accordance with criteria, in each case to be established by the
Board of Directors and/or its Compensation Committee, which formula and criteria
will be communicated to you in writing reasonably in advance of the commencement
of the performance period to which such bonus will relate.

            (c) Other Benefits. You will be entitled to participate in and
receive benefits under ULTRADATA's standard ULTRADATA benefits plans as in
effect from time to time, including medical insurance, sick leave, and vacation
time, subject to and on a basis consistent with the terms, conditions and
overall administration of such plans and ULTRADATA policies.


Xxxxxxxxxx, Xxxxx
November 6, 1998


            (d) Expenses. During the term of your employment hereunder, you will
be entitled to receive prompt reimbursement from the ULTRADATA for all
reasonable business-related expenses incurred by you, in accordance with
ULTRADATA's policies and procedures as in effect from time to time, provided
that you will properly account for such business expenses in accordance with
ULTRADATA's policy.

            (e) Deductions and Withholding. All amounts payable or which become
payable under any provision of this Agreement will be subject to any deductions
authorized in writing by you and any deductions and withholdings required by
law.

      3.    TERM OF EMPLOYMENT.

            (a) Term. This Agreement will continue in full force and effect from
and including the Effective Date unless sooner terminated as hereinafter
provided (the "Employment Term") or replaced by another such agreement as may be
mutually agreed upon in writing by all parties.

            (b) Early Termination. Your employment with ULTRADATA under this
Agreement may be terminated by ULTRADATA at any time during the Employment Term
by the President or the Board, for any reason and with or without cause, upon
delivery of written notice by ULTRADATA. ULTRADATA is not required to give you
any advance notice of termination which, in the sole discretion of ULTRADATA,
may be effective immediately upon delivery of written notice to you. You may
terminate this Agreement at any time by giving ULTRADATA written notice of your
resignation at least 30 days in advance; provided, however, that the Board may
determine upon receipt of such notice that the effective date of such
resignation will be immediate or some time prior to the expiration of the notice
period stated in your written notice to ULTRADATA.

            (c) Termination for Cause. Prior to the expiration of the Employment
Term, your employment may be terminated for Cause by the Board, immediately upon
delivery of termination notice thereof to you. For these purposes, termination
for "Cause" will include, without limitation, termination because of your (a)
failure or a refusal to comply in any material respect with the reasonable
policies, standards or regulations of the Company; (b) failure or a refusal in
any material respect, faithfully or diligently, to perform your duties
determined by the Company in accordance with this Agreement or the customary
duties of Employee's employment (whether due to ill health, disability or
otherwise); (c) unprofessional, unethical or fraudulent conduct or conduct that
materially discredits the Company or is materially detrimental to the
reputation, character or standing of the Company; (d) dishonest conduct or a
deliberate attempt to do an injury to the Company; (e) material breach of a term
of this Agreement or the Employee Invention Assignment and Confidentiality
Agreement, including, without limitation, Employee's


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Xxxxxxxxxx, Xxxxx
November 6, 1998


theft of the Company's proprietary information; or (f) an unlawful or criminal
act which would reflect badly on the Company in the Company's reasonable
judgment.

            (d) Termination Due to Death or Disability. Your employment
hereunder will terminate immediately upon your death. In the event that by
reason of injury, illness or other physical or mental impairment you are (i)
completely unable to perform your services hereunder for more than two
consecutive months, or (ii) unable in the good faith judgment of the Board to
perform your services hereunder for 50% or more of the normal working day
throughout six consecutive months, then ULTRADATA may terminate your employment
hereunder at the end of such two-month or six-month period, as applicable, by
delivery to you of written notice of such termination.

                  4. PAYMENTS AND BENEFITS AFTER TERMINATION OF EMPLOYMENT IN
THE ABSENCE OF A CORPORATE TRANSACTION

            (a) Termination For Cause, Death or Disability, or Voluntary
Termination. Upon termination of your employment by ULTRADATA under Section 3(c)
or Section 3(d) above, but subject to the provisions of Section 5 below, or upon
your voluntary termination of employment pursuant to Section 3(b) above, all
salary and benefits hereunder will cease immediately.

            (b) Involuntary Termination except for Cause, Death or Disability.
Except as provided in Section 5 below, following involuntary termination of your
employment by ULTRADATA under Section 3(b) above, you will receive:

                  (i) Your salary (including any increases approved by the
Board) continued at the rate specified in Section 2(a) above for six (6) months;

                  (ii) Medical insurance and life insurance at the levels in
effect at the time of termination for six (6) months;

                  (iii) When otherwise payable, your bonus prorated up to the
date of termination for the period during which you were eligible for any such
bonus;

                  (iv) Continued vesting of any stock options granted to you by
ULTRADATA for six (6) months, followed by a 90 day period during which such
options may be exercised.

                  (v) No further continuance of other benefits such as vacation,
sick leave, and employee stock purchase plan participation, unless specified
herein.


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Xxxxxxxxxx, Xxxxx
November 6, 1998


                  (vi) Any cellular phone and notebook computer as then
currently provided by Company. Additionally, placement services will be provided
as the Company customarily provides to other Executives leaving the Company.

      5. PAYMENTS AND BENEFITS AFTER TERMINATION OF EMPLOYMENT FOLLOWING A
CORPORATE TRANSACTION

            (a) Definitions. For purposes of this Section 5:

                  (i) A "Corporate Transaction" is defined as (A) a merger or
acquisition in which the Company is not the surviving entity (except for a
merger of the Company into a wholly-owned subsidiary, and except for a
transaction the purpose of which is to change the State in which the Company is
incorporated), (B) the sale, transfer or other disposition of all or
substantially all of the assets of the Company or (C) any other corporate
reorganization or business combination, and in which the beneficial ownership of
50% or more of the Company's outstanding voting stock is transferred.

                  (ii) The "Post-Transaction Period" is defined as the period
commencing on the date of the closing or effectiveness of a Corporate
Transaction.

                  (iii) A "Constructive Termination Event" will be deemed to
have occurred at ULTRADATA's close of business on the fourteenth (14th) day
after any of the following action(s) are taken by ULTRADATA and such action(s)
is not reversed in full by ULTRADATA within such fourteen-day period unless
prior to the expiration of such fourteen-day period you have otherwise agreed to
the specific relevant event in writing: (A) your aggregate benefits are
materially reduced (as such reduction and materiality are determined by
customary practice within the software industry within the State of California)
below those in effect immediately prior to the effective date of such
Constructive Termination Event, and/or (B) your duties and/or authority are
materially decreased or increased from those in effect immediately prior to such
Constructive Termination Event, in a way that is adverse to you, as determined
by customary practice within the software industry within the State of
California and/or (C) you are required to perform your employment obligations
(other than routine travel consistent with that prior to the effective date of
such Constructive Termination Event) at a location more than twenty-five (25)
miles away from your principal place of work for ULTRADATA as such place of work
was in effect immediately prior to the effective date of such Constructive
Termination Event.

            (b) Severance Pay For Termination After Commencement of the Post
Transaction Period. If at any time after the commencement of the Post
Transaction Period your employment is terminated by ULTRADATA except for Cause,
Death or Disability as stated in


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Xxxxxxxxxx, Xxxxx
November 6, 1998


Sections 3(c) and 3(d) above, or if a Constructive Termination Event as defined
above occurs and you voluntarily terminate your employment, then you will
receive:

                  (i) Your salary (including any increases approved by the
Board) continued at the rate specified in Section 2(a) above for twelve (12)
months;

                  (ii) Medical insurance and life insurance at the levels in
effect at the time of termination for twelve (12) months;

                  (iii) When otherwise payable, your bonus prorated up to the
date of termination for the period during which you were eligible for any such
bonus;

                  (iv) In addition to the accelerated vesting of existing stock
options as provided in Section 6 below, continued vesting of any stock options
granted to you after the commencement of the Post Transaction Period for twelve
(12) months, followed by a 90 day period during which such options may be
exercised.

                  (v) No further continuance of other benefits such as vacation,
sick leave, and employee stock purchase plan participation, unless specified
herein.

                  (vi) Any cellular phone and notebook computer as then
currently provided by Company. Additionally, placement services will be provided
as the Company customarily provides to other Executives leaving the Company.

            (c) Cooperation. After any such termination of your employment,
 except to the extent you are not able to do so by reason of your death or
 disability, you will cooperate with ULTRADATA in providing for the orderly
 transition of your duties and responsibilities to other individuals, as is
 reasonably requested by ULTRADATA.

      6. ACCELERATION OF STOCK OPTIONS FOLLOWING A CORPORATE TRANSACTION.
Immediately upon the occurrence of a Corporate Transaction as defined above, all
stock options which have been granted to you as of the date of such occurrence
shall become 100% vested and shall be exercisable pursuant to the terms of your
stock option agreement.

      7. PROPRIETARY RIGHTS. You hereby acknowledge and confirm that you have
executed the Company's standard Employee Invention Assignment and
Confidentiality Agreement with the Company, which agreement is in full force and
effect. The provisions of such agreement will survive any termination or
expiration of this Agreement.


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Xxxxxxxxxx, Xxxxx
November 6, 1998


8. MISCELLANEOUS. This Agreement contains the entire understanding and sole and
entire agreement between the parties with respect to the subject matter hereof,
and supersedes any and all prior agreements, negotiations and discussions
between the parties hereto with respect to the subject matter covered hereby and
may only be modified by an agreement in writing signed by ULTRADATA and you, and
which states the intent of the parties to amend this Agreement. If any provision
of this Agreement is held to be invalid or otherwise unenforceable, in whole or
in part, the remainder of such provision and the remainder of this Agreement
will not be affected thereby and will be enforced to the fullest extent
permitted by law. Neither this Agreement nor the rights or obligations hereunder
will be assignable by you. ULTRADATA may assign this Agreement to any successor
of ULTRADATA, and upon such assignment any such successor will be deemed
substituted for ULTRADATA upon the terms and subject to the conditions hereof.
This Agreement will be binding upon the successors and assigns of the parties
hereof and upon your heirs, executors and administrators. This Agreement has
been negotiated and executed in, and will be governed by and construed with the
laws of, the State of California. Any notice, request, demand or other
communication required or permitted hereunder will be deemed to be properly
given when personally served in writing, or when deposited in the United States
mail, postage pre-paid, addressed to ULTRADATA at the address shown at the
beginning of this letter, or to you at the address shown below, or by facsimile
upon confirmation of receipt. Each party hereto may change its address by
written notice in accordance with this Section 8.



                                       Sincerely,



                                       /s/ Xxxxxx X. Xxxxxxxx
                                       ----------------------
                                       Xxxxxx X. Xxxxxxxx
                                       President and Chief Executive Officer


ACCEPTED AND AGREED:


/s/ Xxxxx X. Xxxxxxxxxx
-----------------------
Xxxxx X. Xxxxxxxxxx
Date signed: November 11, 1998


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