Exhibit 10.23


November 5, 1997


James Barth
18237 Constitution Avenue
Monte Sereno, CA  95030

Dear Jim:

On behalf of Interlink  Computer  Sciences  Inc., it gives me great  pleasure to
extend you an offer for the position of Chief Financial Officer & Vice President
of  Finance  reporting  to me.  Allow me to review  the  details  of your  total
compensation:

o    Your annualized Target Salary will be $224,000.00 as follows:

            o     Your  base  monthly  salary  will be  $13,333.34  ($160,000.00
                  annualized)

            o     Your annualized  bonus potential will be $64,000.00.  Bonus is
                  paid quarterly based on attainment of predetermined objectives
                  established within your first 30 days of employment

o    You will be granted an option to purchase  60,000  shares of the  Company's
     common stock subject to the details below.

o    Additionally, you will be granted a performance based stock option totaling
     an additional 30,000 shares subject to the details below.

o    You will be eligible to  participate in the Company's  benefits  program as
     outlined below.

Because  Interlink's  proprietary  and  confidential  information  are among the
Company's most important  assets, we must ask, as a condition of your employment
with  Interlink,  that you sign the enclosed  Non-Disclosure  Agreement when you
begin work.  Additionally,  you will need to provide proof of  identification on
your first day of work.

BENEFITS
As a full time salaried  employee of Interlink,  you will be eligible for a full
range of  benefits  including  Company  paid  life,  health,  dental  and vision
insurances.  These benefits are effective the first of the month  following your
start  date.  You are also  entitled  to  participate  in the  Company's  401(k)
retirement  plan and the Company's  Employee  Stock Purchase Plan subject to the
enrollment requirements of the Plan(s).  Finally, you will receive Personal Time
Accrual and paid holidays as previously outlined.

OPTION TO PURCHASE STOCK
Upon  approval  by the  Board of  Directors,  you will be  granted  an option to
purchase shares of the Company's common stock. The price of the stock is 100% of
the fair  market  value of the  stock on the date of the grant  approval  by the
Board of  Directors.  Vesting of these  options will be effective as of the date
you start  employment  and vest at 1/48th per month with a 9 month cliff

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vesting  waiting  period.  In the 10th  month of your  employment  you will vest
10/48ths of your options.

PEFORMANCE STOCK OPTION
Upon  approval  by the  Board of  Directors,  you will be  granted  an option to
purchase shares of the Company's common stock. The price of the stock is 100% of
the fair  market  value of the  stock on the date of the grant  approval  by the
Board of  Directors.  Vesting of these  options will be effective as of the date
you start  employment.  The  option  is to vest  over a seven  (7) year  period.
According  to the terms of this grant,  if the average  share price in effect on
your start date doubles and the  increased  price is sustained  over a one month
period,  your  performance  based options will  accelerate  their vesting by one
year. Thereafter,  an additional year of vesting will accelerate for every $5 of
incremental  value added to the Company's  average stock.  The stock must retain
its  increased  value over a one month period in order for any  acceleration  of
options  to occur.  The  performance  based  option  grant will carry a two year
minimum vesting schedule regardless of acceleration factors.

Employment  at  Interlink  is at the  mutual  consent  of the  employee  and the
Company.  Accordingly,  either you or the Company can terminate  the  employment
relationship  at will,  without  cause.  This offer is valid until  November 11,
1997. Please sign this letter to indicate your acceptance.

Jim, I am very  excited  about the  future of the  Company  and look  forward to
having you work with us. If you have any questions,  please feel free to call me
at the number listed below.

INTERLINK COMPUTER SCIENCES, INC.


AJ Berkeley
Chief Executive Officer & President


Agreed to and accepted by: _____________________________  Start Date: __________

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