C COR NET CORP
AMEND. TO EMPLOYMENT AGREE. - GERHARD B. NEDERLOF
<DOCUMENT>
<TYPE>EX-10.R
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>AMEND. TO EMPLOYMENT AGREE. - GERHARD B. NEDERLOF
<TEXT>

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                                                                 EXHIBIT (10)(r)

                       AMENDMENT TO EMPLOYMENT AGREEMENT
                       ---------------------------------

    THIS AMENDMENT TO EMPLOYMENT AGREEMENT, dated January 18, 2000, by and
between  C-COR.net CORP., a Pennsylvania  corporation (the "Company"),  and
GERHARD B. NEDERLOF (the "Employee").

                                  BACKGROUND
                                  ----------

     A. The Employee and the Company entered into an Employment Agreement on
July 30, 1997 (the "Employment Contract").

     B. Section 5.01 of the Employment Contract provides certain measures and
protections for the Employee in the event of a change of control of the Company.

     C. The Company and the Employee have mutually determined that the Change of
Control Agreement used by the Company generally for its executive employees
should be modified and that an Amended and Restated Change of Control Agreement
should be entered into between the Company and the Employee.

     D. On even date herewith, the Company and the Employee have entered into an
Amended and Restated Change of Control Agreement.

     E. The Company and the Employee mutually desire to amend the Employment
Contract to delete Section 5.01 concerning change of control provisions which
will be replaced by the Amended and Restated Change of Control Agreement.

     NOW, THEREFORE, the parties to this Amendment to Employment Agreement,
intending to be legally bound, agree as follows:

     1. Effective as of the date of this Amendment to Employment Agreement,
Section 5.01 of the Employment Contract concerning change of control, is deleted
and shall be of no
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further force and effect.

     2. In all other respects, the Employment Contract is ratified and affirmed
and shall continue in accordance with its terms.

     3. This Agreement shall be binding upon the successors, heirs, personal
representatives and assigns of each party.

                                    C-COR.net CORP.

                                 By: /s/ David A. Woodle
                                    ----------------------------------

                              Title: President & CEO
                                    ----------------------------------

                                    THE EMPLOYEE:

                                    /s/ Gerhard B. Nederlof
                                    ----------------------------------
                                    Gerhard B. Nederlof

                                       2
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