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Employment Agreement - Inc. and Douglas Glen

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9 May 2000

Mr. Douglas Glen
507 Bayview Drive
Manhattan Beach, CA 90266

Dear Doug,

On behalf of,  Inc. (Burst), I am pleased and delighted to confirm the
terms of our agreement for you to join us as an employee.

You will join Burst initially as President, reporting to the Board of Directors.
It is anticipated, although not guaranteed, that you will become CEO, or co-CEO,
later this year.  You will devote your full time to the  performance of your job
at Burst,  except for (i) services on charitable,  civic, and corporate  boards,
provided  that  such  services  do  not   significantly   interfere   with  your
responsibilities at Burst; (ii) entitled vacations; and (iii) no more than three
hours per week  attending  to your  responsibilities  as a partner  in a venture
fund. You will spend four days a week at the Burst office in San Francisco,  and
one day a week in Los Angeles.

You will start on May 30,  2000.  Your base salary  will be  $325,000  per annum
($27,083  per  month).  Your  base  salary  will  be  reviewed  annually  by the
Compensation  Committee  of the Board of  Directors.  Any  increase in your base
salary will not limit or reduce any other  obligation to you by Burst, and after
any increase, your base salary will not be reduced.

In  addition  to your base  salary,  you and your  family  will  receive all the
benefits  accorded  to our fill  time  executive  employees,  including  medical
insurance,  dental  insurance,  and an annual physical.  You will be entitled to
four weeks of paid  vacation each year.  You will receive a monthly  company car
allowance of $750. You will be reimbursed for your cellular phone, airline club,
and other reasonable business-related expenses.

Consistent  with  Burst's  travel  policy  for  senior  management,  you will be
entitled to fly business class on trips exceeding four hours.

Your compensation  package will include an employee stock option grant under the
terms of the  Company's  Stock Option Plan (the  "Plan").  This new option grant
will be for  750,000  incentive  stock  option  shares  with a 42 month  vesting
period.  Seventeen  percent  (17%) of each  round of granted  options  will vest
immediately,  and the  balance  will  vest  monthly  for as  long as you  remain
employed with Burst. 250,000 options will be granted immediately.  These initial
250,000  options will be priced at the fair market value of Burst's common stock
as of the date of the grant. On the following two anniversary dates,  additional
grants of  250,000  incentive  stock  option  shares  will be priced at the fair
market  value of Burst's  common  stock as of the date of the grant.  Your stock
options will be subject to the terms and conditions of the Plan and  conditioned
upon your execution of an Employee Stock Option Agreement.

You will meet with the  Compensation  Committee of Burst's Board of Directors to
agree upon your  incentive  bonus  formula.  The formula will  include  mutually
agreed-upon  targets  which enable you to earn an  additional  100% of your base
salary and annual stock option grants.

Burst  recognizes  that you have recently  purchased a home in Los Angeles,  and
that your employment at Burst requires you to acquire an additional residence in
San  Francisco.  To assist in this  matter,  Burst  agrees to loan you  $100,000
immediately,  and $5,000 per month for the


following  36  months,  to  enable  you to make the down  payments  and  monthly
payments on your San  Francisco  residence  (the  "Loans").  The Loans will bear
interest  at 7% per  annum,  and will be  forgiven  if you have not  voluntarily
terminated your  employment  prior to your third  anniversary.  The total amount
extended to you by Burst as Loans (plus  interest) will be credited  against any
cash  bonuses to which you may  otherwise  be  entitled by virtue of your annual
incentive  bonus program,  according to the bonus formula which you will develop
in  conjunction  with Burst's  Compensation  Committee.  At Burst's  request and
expense,  the Loans together with accrued interest will be collateralized with a
deed of trust on your new San Francisco  residence.  The Loans together with any
accrued but unpaid  interest  will be due and  payable on the third  anniversary
date of your employment if the Loans have not been forgiven or repaid in full.

Your  employment with Burst will be "at will," and either party may terminate at
any time for any reason.  In the event that your employment is terminated  other
than  for  cause  or by your  election,  Burst  will  continue  to pay you  your
then-current salary, plus all benefits,  for a period of 12 months. In addition,
you will be entitled to accelerated  vesting of your stock options,  with the 12
months  of  otherwise  normal  vesting  becoming  vested  immediately,  and  any
then-unpriced, options being priced at the day of termination.

In the event of a dispute  between you and Burst arising out of your  employment
or the termination of your employment,  both parties agree to submit the dispute
to  binding  arbitration  under  the  labor  arbitration  rules of the  American
Arbitration  Association,  with both parties  afforded a reasonable and adequate
opportunity to conduct discovery.

Doug, we are excited about you joining us. Please sign a copy of this letter and
keep a copy for your  records.  The terms  set  forth  herein  are  intended  to
supercede all prior agreements,  understandings,  and representations concerning
your  employment  with Burst,  except as regards  your role as a Director of the

Kindest regards,

Richard Lang
Chairman and Chief Executive Officer, Inc.

I understand and agree to the above terms.

Douglas Glen