MODIFICATION OF RETENTION BONUS AGREEMENT

MODIFICATION OF
RETENTION BONUS AGREEMENT

This Modification of Retention Bonus Agreement (this "Modification")
is made to the original Retention Bonus Agreement (the "Agreement") dated as
of January 6, 1999 (the "Effective Date"), between Hybrid Networks, Inc., a
Delaware corporation (the "Company"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇ ("Executive").

WHEREAS, the purpose of the original Agreement was to provide an
incentive for Executive to continue to perform services for the Company, and

WHEREAS, the parties agree that the severance payment described in the
Agreement is not the best method of encouraging Executive retention,

NOW, THEREFORE, pursuant to the modification provision, paragraph 5 of
the Agreement, and in consideration of the promises and covenants set forth
below, it is mutually agreed to modify the Agreement as follows and that this
Modification shall entirely replace and supersede the Agreement:

1. EXECUTIVE'S CONSIDERATION. Executive agrees to remain an
employee of the Company at least through the earlier of the following events:

A. Executive's termination of employment by the Company,
its successors and/or assigns.

B. Fourteen calendar days after the closing date of a
Change of Control of the Company. A "Change of Control" means the sale or
other disposition of all or substantially all of the Company's assets, and/or
the sale or other transfer (as a result of a tender offer, merger,
consolidation or otherwise) of a controlling share (50% or more) of the
Common Stock of the Company.

2. THE COMPANY'S CONSIDERATION. The parties agree that the
following is sufficient and new consideration for this Modification of the
original Agreement. In consideration of Executive's commitment to remain an
employee of the Company through the above-stated events, the Company agrees
to:

A. SALARY BONUS. Effective February 15, 1999, a salary
bonus of 50% of salary.

B. ADDITIONAL STOCK OPTIONS. Grant Executive options,
pursuant to the Company's 1999 Officer Stock Option Plan and the Stock Option
Agreement to be entered into between the Company and Executive pursuant
thereto, to purchase up to 200,000 shares of the Company's Common Stock at
an exercise price of $.50 per share and with the following vesting: (a) no
option will be exercisable until the six-month anniversary date of the
Effective Date, (b) each option will then become exercisable as to 12.5% of
the shares and (c) thereafter, the option will become exercisable ratably
over the next 42 months, at the end of each succeeding month, at the rate of
2.0833% per month; notwithstanding the foregoing, the options will become
fully

vested 14 calendar days after the closing date of a Change of Control of the
Company, as defined above, provided that Executive has remained an employee
of the Company to that date.

C. RETENTION BONUS. Fourteen calendar days after the
closing date of a Change of Control of the Company, as defined above, and if
Executive has remained an employee of the Company to that date, the Company
will pay Executive a retention bonus according to the following schedule:

Value of Sale of Assets or Stock Bonus

$0 to 7 million $50,000
$7 to 15 million $80,000
$15 to 20 million $120,000
$20 to 25 million $140,000
$25 to 30 million $160,000
$Over 30 million $200,000

If Executive's employment with the Company terminated prior to a Change of
Control and the expiration of such 14-day period, (a) the retention bonus
will NOT be payable, and the acceleration of vesting of the options granted
pursuant to Section 2.B above will not occur, in the event that the
employment termination was (i) initiated by Executive, (ii) initiated by the
Company for Cause as determined by the Company's Board of Directors or (iii)
was because of Executive's death or disability as determined by the
Company's Board of Directors, but (b) such bonus will be payable and such
acceleration will occur upon a subsequent Change of Control and expiration
of such 14-day period in the event that the employment termination was
initiated by the Company without Cause as determined by the Company's Board
of Directors. As used herein, "Cause" means:

(a) An act of moral turpitude by Executive, including but
not limited to theft, embezzlement, fraud, dishonesty, commission of a felony
or a crime involving moral turpitude, misappropriation of property of the
Company or other such conduct which adversely affects Executive's
performance, or ability to perform, Executive's job.

(b) Executive's failure to physically report for work for a
period of three consecutive work days for other than authorized absences,
vacation days, sick days, holidays or leaves of absence.

(d) Material failure by Executive to perform the job duties,
or the substantial neglect by Executive of the duties assigned to Executive.

(v) Executive's material breach of any agreement with the
Company or disregard of the Company's policies.

(e) Other misconduct of Executive which is injurious to the
Company.

▇. ▇▇▇▇▇▇▇▇▇. If before Executive becomes eligible to receive the
retention bonus provided for in 2.C above Executive's employment with the
Company is terminated by the

Company other than for Cause and other than because of Executive's death or
disability, the Company will pay to Executive, as severance pay, an amount
based on three months' salary and not including bonus.

3. Executive agrees that in the event of a Change of Control or
the termination of Executive's employment with the Company, Executive will be
entitled to no payments or other compensation except as provided for therein
(other than, in the case of termination, accrued salary, reimbursable
expenses and accrued and unused vacation) and that the compensation Executive
receives pursuant to this Agreement represents the total amount of
compensation, benefits and bonuses that the Company will be obligated to pay
to Executive and that the Company does and will not owe Executive any other
amounts. Executive further agrees and understands that any liability for
state or federal income taxes that may be assessed as a result of the
transactions provided for herein is Executive's sole responsibility, and
Executive will not look to the Company for payment or reimbursement of any
taxes.

4. AT WILL DISCLAIMER. Executive understands and agrees that this
Modification is not a contract of employment for a definite term, and that his
employment may be terminated by Executive or the Company at will, with or
without cause.

5. MODIFICATION. This Modification may be further modified only
by mutual agreement of the parties provided that any further modification
must be reduced to writing and signed by Executive and an authorized
representative of the Company.

6. SAVINGS. Any terms or provisions of this Agreement which prove
to be invalid, void or illegal shall in no way affect, impair or invalidate
any other term or provision herein and such remaining terms and provisions
shall remain in full force and effect.

7. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
taken together constitutes one and the same instrument and in making proof
hereof it shall not be necessary to produce or account for more than one such
counterpart.

8. ENTIRE AGREEMENT. The parties hereto acknowledge that each has
read this Agreement, understands it, and agrees to be bound by its terms.
The parties further agree that this Agreement constitutes the complete and
exclusive statement of the agreement between the parties and supersedes all
proposals (oral or written), understandings, representations, conditions,
covenants, and all other communications between the parties relating to the
subject matter hereof.

9. GOVERNING LAW. This Agreement shall be governed by the law of
the State of California.

IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.

HYBRID NETWORKS, INC. EXECUTIVE

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------- ----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman & Chief Executive Officer

MODIFICATION OF
RETENTION BONUS AGREEMENT

WHEREAS, the purpose of the original Agreement was to provide an
incentive for Executive to continue to perform services for the Company, and

WHEREAS, the parties agree that the severance payment described in the
Agreement is not the best method of encouraging Executive retention,

1. EXECUTIVE'S CONSIDERATION. Executive agrees to remain an
employee of the Company at least through the earlier of the following events:

A. Executive's termination of employment by the Company,
its successors and/or assigns.

A. SALARY BONUS. Effective February 15, 1999, a salary
bonus of 50% of salary.

B. ADDITIONAL STOCK OPTIONS. Grant Executive options,
pursuant to the Company's 1999 Officer Stock Option Plan and the Stock Option
Agreement to be entered into between the Company and Executive pursuant
thereto , to purchase up to 262,152 shares of the Company's Common Stock at
an exercise price of $.50 per share and with the following vesting: (a) no
option will be exercisable until the six-month anniversary date of the
Effective Date, (b) each option will then become exercisable as to 12.5% of
the shares and (c) thereafter, the option will become exercisable ratably
over the next 42 months, at the end of each succeeding month, at the rate of
2.0833% per month; notwithstanding the foregoing, the options will become
fully

vested 14 calendar days after the closing date of a Change of Control of the
Company, as defined above, provided that Executive has remained an employee
of the Company to that date.

C. RETENTION BONUS. Fourteen calendar days after the closing date
of a Change of Control of the Company, as defined above, and if Executive has
remained an employee of the Company to that date, the Company will pay
Executive a retention bonus according to the following schedule:

Value of Sale of Assets or Stock Bonus

$0 to 7 million $50,000
$7 to 15 million $80,000
$15 to 20 million $120,000
$20 to 25 million $140,000
$25 to 30 million $160,000
$Over 30 million $200,000

If Executive's employment with the Company terminated prior to a Change of
Control and the expiration of such 14-day period, (a) the retention bonus
will NOT be payable, and the acceleration of vesting of the options granted
pursuant to Section 2.B above will not occur, in the event that the
employment termination was (i) initiated by Executive, (ii) initiated by the
Company for Cause as determined by the Company's Board of Directors or (iii)
was because of Executive's death or disability as determined by the Company's
Board of Directors, but (b) such bonus will be payable and such acceleration
will occur upon a subsequent Change of Control and expiration of such 14-day
period in the event that the employment termination was initiated by the
Company without Cause as determined by the Company's Board of Directors. As
used herein, "Cause" means:

(b) Executive's failure to physically report for work for a
period of three consecutive work days for other than authorized absences,
vacation days, sick days, holidays or leaves of absence.

(d) Material failure by Executive to perform the job duties,
or the substantial neglect by Executive of the duties assigned to Executive.

(v) Executive's material breach of any agreement with the
Company or disregard of the Company's policies.

(e) Other misconduct of Executive which is injurious to the
Company.

▇. ▇▇▇▇▇▇▇▇▇. If before Executive becomes eligible to receive the
retention bonus provided for in 2.C above Executive's employment with the
Company is terminated by the

4. AT WILL DISCLAIMER. Executive understands and agrees that this
Modification is not a contract of employment for a definite term, and that
his employment may be terminated by Executive or the Company at will, with
or without cause.

5. MODIFICATION. This Modification may be further modified
only by mutual agreement of the parties provided that any further
modification must be reduced to writing and signed by Executive and an
authorized representative of the Company.

9. GOVERNING LAW. This Agreement shall be governed by the law of
the State of California.

IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.

HYBRID NETWORKS, INC. EXECUTIVE

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. (▇▇▇▇▇▇) ▇▇▇▇▇▇▇
---------------------------------------- --------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. (▇▇▇▇▇▇) ▇▇▇▇▇▇▇
Chairman & Chief Executive Officer

MODIFICATION OF
RETENTION BONUS AGREEMENT

WHEREAS, the purpose of the original Agreement was to provide an
incentive for Executive to continue to perform services for the Company, and

WHEREAS, the parties agree that the severance payment described in the
Agreement is not the best method of encouraging Executive retention,

1. EXECUTIVE'S CONSIDERATION. Executive agrees to remain an
employee of the Company at least through the earlier of the following events:

A. Executive's termination of employment by the Company,
its successors and/or assigns.

A. SALARY BONUS. Qualifies for 1999 Sales Incentive Plan.

B. ADDITIONAL STOCK OPTIONS. Grant Executive options,
pursuant to the Company's 1999 Officer Stock Option Plan and the Stock Option
Agreement to be entered into between the Company and Executive pursuant thereto,
to purchase up to 141,982 shares of the Company's Common Stock at an exercise
price of $.50 per share and with the following vesting: (a) no option will be
exercisable until the six-month anniversary date of the Effective Date, (b) each
option will then become exercisable as to 12.5% of the shares and (c)
thereafter, the option will become exercisable ratably over the next 42 months,
at the end of each succeeding month, at the rate of 2.0833% per month;
notwithstanding the foregoing, the options will become fully vested 14 calendar
days after the closing date of a Change of Control of the Company, as defined
above, provided that Executive has remained an employee of the Company to that
date.

C. RETENTION BONUS. Fourteen calendar days after the closing
date of a Change of Control of the Company, as defined above, and if Executive
has remained an employee of the Company to that date, the Company will pay
Executive a retention bonus according to the following schedule:

Value of Sale of Assets or Stock Bonus

$0 to 7 million $50,000
$7 to 15 million $80,000
$15 to 20 million $120,000
$20 to 25 million $140,000
$25 to 30 million $160,000
$Over 30 million $200,000

If Executive's employment with the Company terminated prior to a Change of
Control and the expiration of such 14-day period, (a) the retention bonus
will NOT be payable, and the acceleration of vesting of the options granted
pursuant to Section 2.B above will not occur, in the event that the
employment termination was (i) initiated by Executive, (ii) initiated by the
Company for Cause as determined by the Company's Board of Directors or (iii)
was because of Executive's death or disability as determined by the Company's
Board of Directors, but (b) such bonus will be payable and such acceleration
will occur upon a subsequent Change of Control and expiration of such 14-day
period in the event that the employment termination was initiated by the
Company without Cause as determined by the Company's Board of Directors. As
used herein, "Cause" means:

(b) Executive's failure to physically report for work for a
period of three consecutive work days for other than authorized absences,
vacation days, sick days, holidays or leaves of absence.

(d) Material failure by Executive to perform the job duties,
or the substantial neglect by Executive of the duties assigned to Executive.

(v) Executive's material breach of any agreement with the
Company or disregard of the Company's policies.

(e) Other misconduct of Executive which is injurious to the
Company.

▇. ▇▇▇▇▇▇▇▇▇. If before Executive becomes eligible to receive the
retention bonus provided for in 2.C above Executive's employment with the
Company is terminated by the Company other than for Cause and other than
because of Executive's death or disability, the Company will pay to
Executive, as severance pay, an amount based on three months' salary not
including bonus.

4. AT WILL DISCLAIMER. Executive understands and agrees that this
Modification is not a contract of employment for a definite term, and that
his employment may be terminated by Executive or the Company at will, with or
without cause.

9. GOVERNING LAW. This Agreement shall be governed by the law of
the State of California.

IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.

HYBRID NETWORKS, INC. EXECUTIVE

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------- -----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman & Chief Executive Officer

MODIFICATION OF
RETENTION BONUS AGREEMENT

WHEREAS, the purpose of the original Agreement was to provide an
incentive for Executive to continue to perform services for the Company, and

WHEREAS, the parties agree that the severance payment described in
the Agreement is not the best method of encouraging Executive retention,

1. EXECUTIVE'S CONSIDERATION. Executive agrees to remain an
employee of the Company at least through the earlier of the following events:

A. Executive's termination of employment by the Company,
its successors and/or assigns.

B. Fourteen calendar days after the closing date of a Change
of Control of the Company. A "Change of Control" means the sale or other
disposition of all or substantially all of the Company's assets, and/or the
sale or other transfer (as a result of a tender offer, merger, consolidation
or otherwise) of a controlling share (50% or more) of the Common Stock of the
Company.

A. SALARY BONUS. Effective February 15, 1999, a salary
bonus of 50% of salary.

B. ADDITIONAL STOCK OPTIONS. Grant Executive options,
pursuant to the Company's 1999 Officer Stock Option Plan and the Stock Option
Agreement to be entered into between the Company and Executive pursuant
thereto , to purchase up to 231,279 shares of the Company's Common Stock at
an exercise price of $.50 per share and with the following vesting: (a) no
option will be exercisable until the six-month anniversary date of the
Effective Date, (b) each option will then become exercisable as to 12.5% of
the shares and (c) thereafter, the option will become exercisable ratably
over the next 42 months, at the end of each succeeding month, at the rate of
2.0833% per month; notwithstanding the foregoing, the options will become
fully