1
                                                                    EXHIBIT 10.1







June 16, 1998


Mr.Frazer Hamilton
16 Garden Close
Hook
Hampshire
RG27 9QZ
U.K.

Dear Frazer:

On behalf of PictureTel Corporation ( the "Company" ), I am very pleased to
offer you an opportunity to immediately join our Company as the Vice President,
Quality reporting directly to me.

Initially, you will be based in the United Kingdom, but you will be expected to
travel to and spend appropriate work periods at the Company's headquarters in
Andover, Massachusetts. While based in the U.K., you will an employee of
PictureTel International Corporation, and for administrative, pay and benefit
purposes, you will be placed on the United Kingdom subsidiary payroll. You will
be eligible for all benefits and other emoluments provided U.K. employees in
similar positions and circumstances as yours, including but not limited to, the
health scheme, pension contributions, death in service benefits (life insurance)
and participation in the subsidiary's prevailing automobile scheme.

The cash compensation in the offered position will contain two elements: an
annual base salary and an annual bonus opportunity under PictureTel's Management
Incentive Plan. The base salary for the position will be paid at the monthly
rate of P10,000. ( this the equivalent of P120,000. annually based on 12 monthly
pay periods in the year ). The offered base salary will be the minimum paid
while employed with the Company. As Vice President, Quality a full personal
performance and total compensation ( salary, bonus, and equity ) review is
completed by the Compensation Committee of the Board during the quarter
immediately following the close of the fiscal year and recommendations acted
upon as appropriate.

The payment of a bonus under the Management Incentive Plan is predicated on the
Company's achievement of the annual revenue and profitability objectives
established at the start of the fiscal year and your performance in meeting your
Individual Goals for the year. The bonus opportunity will be 0% - 40% of base
salary for full performance in meeting the objectives for the year, but may
range up to 80% of base salary for performance in excess of the plan. The bonus,
if any, is determined and paid in the first quarter following the close of the
fiscal year.

The Company will offer you a cash sign-on bonus in the amount of P75,000.; paid
as follows: P30,000. thirty ( 30 ) days following your employment start date;
P15,000. on January 1, 1999 and P30,000. on July 1, 1999.

In addition, we will recommend to the Compensation Committee of the Board of
Directors your participation in PictureTel's Equity Incentive Plan. The
recommendation presented will be for you to be granted an option to purchase
70,000 shares of the Common Stock of the Company ( "Option" ). The Option will
vest over a four year period, with the first twenty-five ( 25 ) percent of the
aggregate number of shares vesting one ( 1 ) year following the date the option
grant is approved and six and one quarter ( 6.25 ) percent of the aggregate
number of shares vesting each quarter thereafter. The purchase price of the
Option will be determined by the Compensation Committee on the day your option
grant is approved and will be no less than the closing price as quoted on the
National Market System of NASDAQ on that date. Vesting shall be conditional on
your continued full-time employment with the company. Certain other restrictions
may apply to your option grant as are set forth in the Equity Incentive Plan. As
a Vice President, additional option grants are subject to the annual total
compensation review discussed above.


   2


Inasmuch as you will be expected to travel to and spend appropriate work periods
at the Company's headquarters in Andover, Massachusetts while based in the U.K,
the Company will provide you with appropriate local housing and an automobile
during such periods of time. You will have eighteen months following the
commencement of work with the Company to make a decision to relocate to the
United States. If you decide to relocate, PictureTel will provide you with full
relocation assistance from Hook, Hampshire, U.K. to the Andover, Massachusetts
area. Details will be specified at the time you decide to effect your relocation
and will be in accordance with standard Company Relocation Policy. After
relocation, you will given one annual home leave trip to the U.K. for you and
your spouse, any additional home leave trips will be decided between you and
Bruce Bond. However, in the event that you voluntarily terminate your employment
within eighteen ( 18 ) months of the relocation, the relocation expenses paid up
to the termination date shall be subject to repayment to the Company pro-rata
for your service with the company.

In the event that you are involuntarily terminated by the Company for any reason
other than for Cause, you would be entitled to receive a continuation of your
then current base salary for a period of twelve ( 12 ) months. During the twelve
months that you receive salary payments from the Company, you will remain
eligible for the same continued benefit coverage provided employees in similar
positions and circumstances as yours. Further, if such termination occurs after
you have relocated to the U.S., the Company will fully "repatriate" you back to
the U.K.. For purposes of this letter, "Cause" shall be defined as and be
limited to conviction of a felony or willful misconduct or gross negligence in
the performance of duties which result in material harm to PictureTel.

Further, the Company will enter into a separate Change in Control Agreement (
"CIC Agreement" ) which will provide you with certain benefits in the event of
an involuntary termination due to a change in control. The CIC Agreement will
include certain triggering events and provide, but not be limited to, severance
equal to the sum of ( i ) your then current base salary, plus ( ii ) the highest
bonus paid in the three years preceding the triggering events, paid over a
twelve ( 12 ) month period. Additionally, if such termination occurs after you
have relocated to the U.S., the Company will fully "repatriate" you back to the
U.K.. The full acceleration of all unvested stock options in the event of a
change in control is specifically covered in PictureTel's Equity Incentive Plan
and will not be included in the CIC Agreement. The CIC Agreement will be
executed concurrently with your acceptance of our employment offer and the
commencement of work with the Company.

Please indicate your acceptance of this offer and your anticipated start date by
completing and signing the enclosed copy of this letter, the PictureTel
Application for Employment, and the Proprietary Information Agreement. Please
return all signed documents to Larry Bornstein as soon as practical.

If you have any questions regarding this offer, please do not hesitate to call
Larry or me. We look forward to your joining and being an important member of
our team.

Sincerely,


Bruce Bond
President and
Chief Executive Officer

ACCEPTED:_____________________________________ Date:_____________
SS#:___________________ Anticipated Start Date:_________________