CALLING COMMUNICATIONS CORPORATION



                       EMPLOYEE AGREEMENT AND PROPRIETARY

                             INFORMATION AGREEMENT



        This Agreement is made and entered into as of the 29th day of October,

1993, by and between Calling Communications Corporation, a California

corporation (the "Company") and W. Russell Daggatt an individual resident at

1955 Leavenworth Avenue, #24, San Francisco, CA 94133 ("Employee")



                                     RECITAL



        As part of its ongoing program of research and development, the Company

desires to retain distinguished scientists and other Qualified individuals to

advise the Company with respect to its technology strategy and to assist it in

the research, development and analysis of the Company's opportunities. In

furtherance thereof, the Company and Employee desire to enter into this

Agreement.



                                    AGREEMENT



        In consideration of the mutual covenants set forth below, the parties

hereby agree as follows:



1.      ESTABLISHMENT OF CONFIDENTIAL RELATIONSHIP



        Employee recognizes that the Company is engaged in a continuous program

of research and development respecting its present and future business

activities. Employee understands that:



        (a) As part of Employee's services performed for the Company, Employee

will be involved in discussions that relate to the Company's technology and

business strategy, and, in the course of performing services for the Company,

may develop new ideas or inventions or make other contributions of value to the

company.



        (b) This Agreement creates a relationship of trust and confidence

between the Employee and the Company with respect to any information which is:



            (i) applicable to the business of the company or any client or

customer of the Company: and







<PAGE>   2





            (ii) is made known to Employee by the Company or by any client or

customer of the Company, or is learned by Employee while doing work for the

Company.



        (c) The Company possesses and will continue to posses information: (i)

that has been created, discovered, developed, or otherwise become known to the

Company (including without limitation information created, discovered, developed

or made known by Employee arising out of Employee's relationship with the

Company); or (ii) in which property rights have been assigned or otherwise

conveyed to the Company by another entity, which information has commercial

value in the business in which the Company is engaged and is treated by the

Company as confidential. All such information is hereinafter referred to as

"Proprietary Information." By way of illustration, but not limitation,

Proprietary Information includes: (a) inventions, developments, designs,

applications, improvements, trade secrets, formulae, know-how, methods or

processes, discoveries, techniques and data (hereinafter collectively referred

to as "Inventions"); and (b) plans for research, development, new products,

marketing and selling, information regarding business plans, budgets and

unpublished financial statements, licenses, prices and costs, information

concerning suppliers and customers, and information regarding the skills and

compensation of employees of the Company.



        Certain specific obligations of Employee arising out of Employee's

confidential relationship with the Company are set forth in Sections 6, 7, 8 and

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