HYBRID NETWORKS, INC.
                        CHANGE OF CONTROL BONUS AGREEMENT


         This  Agreement  (the  "Agreement")  is made August 30,  2001,  between
Hybrid  Networks,  Inc.,  a Delaware  corporation  ("Company"),  and  Michael D.
Greenbaum ("Executive").

         WHEREAS,  Executive  is  currently  employed  by  the  Company  as  its
President and Chief Executive Officer; and

         WHEREAS,  the Company  desires to provide an incentive for Executive to
continue to perform services for the Company.

         NOW,  THEREFORE,  in consideration of the premises and of the covenants
and agreements set forth below, it is mutually agreed as follows:

         1.  Change of  Control.  In the event  that a Change of  Control of the
Company occurs while  Executive is employed by the Company,  or not more than 90
days  following  Executive's  termination  by the  Company  without  "cause" (as
defined in Executive's  Stock Option Agreement with the Company dated 3/20/2000,
the  Company   shall  pay  Executive  an  amount  equal  to  $500,000  upon  the
consummation of such Change of Control.

              For  purposes  of this  Section  1, a Change of  Control  shall be
              deemed to occur upon:

              (i)     the sale, lease, conveyance or other disposition of all or
                      substantially  all of the Company's  assets as an entirety
                      or substantially  as an entirety to any person,  entity or
                      group of  persons  acting  in  concert  other  than in the
                      ordinary course of business;

              (ii)    a merger of the Company with another entity as a result of
                      which the  stockholders  of Company  immediately  prior to
                      such  merger  own  less  than 50% of the  common  stock of
                      either the surviving  company of such merger or the parent
                      company of such surviving company; or

              (iii)   any sale of stock by the  Company  that is approved by the
                      Board of Directors of the Company,  or the  completion  of
                      any tender offer or exchange offer for the common stock of
                      the  Company,  that  results in any Person (as  defined in
                      Section  13(h)(8)(E) under the Securities  Exchange Act of
                      1934)  becoming the  beneficial  owner (as defined in Rule
                      13d-3 under the Securities Exchange Act of 1934), directly
                      or  indirectly,  of more than 50% of the aggregate  voting
                      power of all  classes  of common  equity  of the  Company,
                      except if such Person is (A) a subsidiary  of the Company,
                      (B) an employee stock  ownership plan for employees of the
                      Company  or



                      (C) a company  formed to hold the Company's  common equity
                      securities and whose shareholders constituted, at the time
                      such company  became such holding  company,  substantially
                      all the shareholders of the Company.

         2.  Termination.  This Agreement  shall  terminate and be of no further
force and effect on December 31, 2003.

         3. Future  Employment.  Nothing in this  Agreement  shall  confer or be
deemed  to confer  on  Executive  any right to  continue  in the  employ  of, or
continue any other relationship with, the Company.

         4.  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.

         5. 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,  provided that this Agreement shall be in addition to, and not supercede
or negate any of the terms of, that certain letter agreement between the Company
and Executive dated January 12, 2000.

         6. Governing  Law. This  Agreement  shall be governed by the law of the
State of California.





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

HYBRID NETWORKS, INC.                       EXECUTIVE

By:  /s/ James R. Flach                     /s/ Michael D. Greenbaum
     -------------------------------        --------------------------
                                            Michael D. Greenbaum

Name:  James R. Flach
       -----------------------------

Title:  Chairman of the Board
        ----------------------------