Exhibit 10.21

                        INTERLINK COMPUTER SCIENCES, INC.

                      CHANGE OF CONTROL SEVERANCE AGREEMENT


This Change of Control Severance Agreement (the "Agreement") is made and entered
into by and between  ___________________ (the "Employee") and Interlink Computer
Sciences, Inc. (the "Company"), effective as of the latest date set forth by the
signatures of the parties hereto below (the "Effective Date").


                                 R E C I T A L S

          A. It is expected that the Company from time to time will consider the
possibility of an acquisition by another company or other change of control. The
Board  of  Directors  of  the  Company  (the  "Board")   recognizes   that  such
consideration can be a distraction to the Employee and can cause the Employee to
consider alternative employment opportunities.  The Board has determined that it
is in the best interests of the Company and its  stockholders to assure that the
Company will have the  continued  dedication  and  objectivity  of the Employee,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company.

          B. The Board  believes that it is in the best interests of the Company
and its  stockholders  to provide the Employee with an incentive to continue his
employment  and to motivate  the  Employee to maximize  the value of the Company
upon a Change of Control for the benefit of its stockholders.

          C. The Board  believes  that it is  imperative to provide the Employee
with a vesting  acceleration  severance  benefit upon Employee's  termination of
employment  following  a Change of Control  which  provides  the  Employee  with
enhanced  financial  security and provides  incentive and  encouragement  to the
Employee to remain with the Company  notwithstanding the possibility of a Change
of Control.

          D.  Certain  capitalized  terms used in the  Agreement  are defined in
Section 6 below.

          The parties hereto agree as follows:

          1.      Term of Agreement.  This  Agreement  shall  terminate upon the
                  date that all  obligations  of the parties hereto with respect
                  to this Agreement have been satisfied.

          2.      At-Will Employment.  The Company and the Employee  acknowledge
                  that the  Employee's  employment  is and shall  continue to be
                  at-will,  as defined under  applicable  law. If the Employee's
                  employment  terminates  for  any  reason,  including  (without
                  limitation) any termination prior to a Change of Control,  the
                  Employee  shall not be  entitled  to any  payments,  benefits,
                  damages, awards or compensation other than as provided by this
                  Agreement, or as may otherwise be available in accordance with
                  the  Company's  established  employee  plans and  practices or
                  pursuant to other agreements with the Company.

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          3.       Severance Benefits.

                  (a)  Termination   Following  A  Change  of  Control.  If  the
Employee's employment terminates at any time within twelve (12) months following
a Change of Control,  then, subject to Section 5, the Employee shall be entitled
to receive the following severance benefits:

                           (i) Involuntary  Termination other than for Cause. If
the Employee's  employment is terminated as a result of Involuntary  Termination
other than for Cause  within  twelve (12) months  following a Change of Control,
then one hundred  percent (100%) of the unvested  portion of any stock option or
restricted stock held by the Employee shall automatically be accelerated in full
so as to  become  completely  vested  as of the  date  of  such  termination  of
employment.

                           (ii) Voluntary Resignation; Termination For Cause. If
the  Employee's  employment  terminates  by reason of the  Employee's  voluntary
resignation  (and is not an  Involuntary  Termination),  or if the  Employee  is
terminated  for  Cause,  then the  Employee  shall not be  entitled  to  receive
severance or other benefits except for those (if any) as may then be established
under the Company's then existing  severance and benefits plans and practices or
pursuant to other agreements with the Company.

                           (iii) Disability; Death. If the Employee's employment
with the Company  terminates  as a result of the  Employee's  Disability,  or if
Employee's  employment is terminated due to the death of the Employee,  then the
Employee shall not be entitled to receive severance or other benefits except for
those (if any) as may then be  established  under the  Company's  then  existing
severance and benefits plans and practices or pursuant to other  agreements with
the Company.

                  (b) Termination Apart from Change of Control. In the event the
Employee's  employment  is  terminated  for  any  reason,  either  prior  to the
occurrence  of a Change  of  Control  or after  the  twelve  (12)  month  period
following a Change of Control,  then the  Employee  shall be entitled to receive
severance  and any  other  benefits  only as may then be  established  under the
Company's  existing  severance  and benefits  plans and practices or pursuant to
other agreements with the Company.

          4.  Attorney  Fees,  Costs and Expenses.  The Company  shall  promptly
reimburse Employee,  on a monthly basis, for the reasonable attorney fees, costs
and expenses  incurred by the Employee in connection  with any action brought by
Employee  to enforce  his rights  hereunder,  regardless  of the  outcome of the
action.

          5. Limitation on Payments.  In the event that the vesting acceleration
severance  benefit provided for in this Agreement or benefits  otherwise payable
to the  Employee  (i)  constitute  "parachute  payments"  within the  meaning of
Section 280G of the Internal  Revenue Code of 1986,  as amended (the "Code") and
(ii) but for this  Section 5,  would be  subject  to the

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excise tax  imposed by Section  4999 of the Code (the  "Excise  Tax"),  then the
Employee's  vesting  acceleration  severance  benefit  under  Section 3 shall be
either:

                  (a) delivered in full, or

                  (b)  delivered as to such lesser  extent which would result in
no portion of such severance benefits being subject to the Excise Tax,

whichever of the foregoing amounts,  taking into account the applicable federal,
state and local income  taxes and the Excise Tax,  results in the receipt by the
Employee on an after-tax  basis, of the greatest  amount of severance  benefits,
notwithstanding  that all or some  portion  of such  severance  benefits  may be
taxable  under  Section  4999 of the Code.  Unless the Company and the  Employee
otherwise  agree in writing,  any  determination  required  under this Section 5
shall be made in  writing in good faith by the  accounting  firm  serving as the
Company's  independent  public  accountants  immediately  prior to the Change of
Control (the "Accountants"). For purposes of making the calculations required by
this  Section  5,  the   Accountants   may  make   reasonable   assumptions  and
approximations  concerning  applicable  taxes and may rely on  reasonable,  good
faith  interpretations  concerning the  application of Sections 280G and 4999 of
the Code.  The Company and the Employee  shall furnish to the  Accountants  such
information and documents as the Accountants may reasonably  request in order to
make a  determination  under this Section.  The Company shall bear all costs the
Accountants   may  reasonably   incur  in  connection   with  any   calculations
contemplated by this Section 5.

          6.  Definition  of Terms.  The  following  terms  referred  to in this
Agreement shall have the following meanings:

                  (a) Cause.  "Cause"  shall mean either (i) any act of personal
dishonesty taken by the Employee in connection with his  responsibilities  as an
employee  and  intended  to result in  substantial  personal  enrichment  of the
Employee,  (ii) Employee being convicted of a felony, (iii) a willful act by the
Employee  which  constitutes  gross  misconduct  and which is  injurious  to the
Company,  or (iv)  following  delivery to the  Employee of a written  demand for
performance  from the  Company  which  describes  the  basis  for the  Company's
reasonable belief that the Employee has not substantially  performed his duties,
continued  violations  by the  Employee  of the  Employee's  obligations  to the
Company which are demonstrably willful and deliberate on the Employee's part.

                  (b)  Change  of  Control.   "Change  of  Control"   means  the
occurrence of any of the following events:

                  (i) Any "person"  (as such term is used in Sections  13(d) and
14(d)  of  the  Securities  Exchange  Act  of  1934,  as  amended)  becomes  the
"beneficial  owner"  (as  defined in Rule 13d-3  under  said Act),  directly  or
indirectly,  of  securities of the Company  representing  fifty percent (50%) or
more of the total voting power  represented  by the Company's  then  outstanding
voting securities;

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                  (ii) A change in the composition of the Board occurring within
a two-year  period,  as a result of which fewer than a majority of the directors
are Incumbent Directors.  "Incumbent  Directors" shall mean directors who either
(A) are directors of the Company as of the date hereof,  or (B) are elected,  or
nominated for election,  to the Board with the  affirmative  votes of at least a
majority of the Incumbent Directors at the time of such election or nomination;

                  (iii) The  consummation  of a merger or  consolidation  of the
Company with any other corporation,  other than a merger or consolidation  which
would result in the voting  securities  of the Company  outstanding  immediately
prior thereto  continuing to represent  (either by remaining  outstanding  or by
being  converted  into voting  securities of the surviving  entity or the entity
that  controls  the Company or controls  such  surviving  entity) at least fifty
percent (50%) of the total voting power  represented by the voting securities of
the Company or such surviving  entity or the entity that controls the Company or
controls such  surviving  entity  outstanding  immediately  after such merger or
consolidation; or

                  (iv)  The  consummation  of the  sale  or  disposition  by the
Company of all or substantially all the Company's assets.

         (c)  Disability.  "Disability"  shall mean that the  Employee  has been
unable to perform  his  Company  duties as the result of his  incapacity  due to
physical  or mental  illness,  and such  inability,  at least 26 weeks after its
commencement, is determined to be total and permanent by a physician selected by
the Company or its insurers  and  acceptable  to the Employee or the  Employee's
legal  representative (such Agreement as to acceptability not to be unreasonably
withheld).  Termination  resulting from Disability may only be effected after at
least 30 days'  written  notice by the Company of its intention to terminate the
Employee's employment. In the event that the Employee resumes the performance of
substantially  all  of  his  duties  hereunder  before  the  termination  of his
employment  becomes   effective,   the  notice  of  intent  to  terminate  shall
automatically be deemed to have been revoked.

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                  (d) Involuntary Termination.  "Involuntary  Termination" shall
mean (i) without the Employee's express written consent, a material reduction of
the Employee's duties,  title,  authority or  responsibilities,  relative to the
Employee's duties, title, authority or responsibilities as in effect immediately
prior to such  reduction,  or the assignment to Employee of such reduced duties,
title,  authority  or  responsibilities;  (ii)  without the  Employee's  express
written consent,  a material  reduction,  without good business reasons,  of the
facilities and perquisites  (including  office space and location)  available to
the  Employee  immediately  prior to such  reduction;  (iii) a reduction  by the
Company in the base  salary of the  Employee as in effect  immediately  prior to
such reduction; (iv) a material reduction by the Company in the kind or level of
employee  benefits,  including  bonuses,  to which  the  Employee  was  entitled
immediately prior to such reduction with the result that the Employee's  overall
benefits package is materially reduced;  (v) the relocation of the Employee to a
facility or a location more than twenty-five (25) miles from the Employee's then
present  location,  without the Employee's  express  written  consent;  (vi) any
purported  termination  of the Employee by the Company which is not effected for
Disability  or for Cause,  or any  purported  termination  for which the grounds
relied  upon are not  valid;  (vii) the  failure  of the  Company  to obtain the
assumption  of this  agreement by any  successors  contemplated  in Section 7(a)
below;  or (viii) any act or set of facts or  circumstances  which would,  under
California  case law or statute  constitute a  constructive  termination  of the
Employee.

                  (e) Termination Date.  "Termination  Date" shall mean the date
upon which a notice of termination is given, provided that if within thirty (30)
days after the Company gives the Employee  notice of  termination,  the Employee
notifies the Company that a dispute  exists  concerning  the  termination or the
benefits due pursuant to this Agreement,  then the Termination Date shall be the
date on which  such  dispute  is finally  determined,  either by mutual  written
agreement of the parties, or a by final judgment,  order or decree of a court of
competent  jurisdiction  (the time for appeal  therefrom  having  expired and no
appeal having been perfected).

         7.    Successors.

                  (a)  Company's  Successors.   Any  successor  to  the  Company
(whether  direct or indirect  and whether by  purchase,  merger,  consolidation,
liquidation or otherwise) to all or substantially all of the Company's  business
and/or  assets  shall  assume the  obligations  under this  Agreement  and agree
expressly to perform the obligations under this Agreement in the same manner and
to the same extent as the Company would be required to perform such  obligations
in the absence of a succession.  For all purposes under this Agreement, the term
"Company"  shall include any successor to the Company's  business  and/or assets
which executes and delivers the assumption  agreement  described in this Section
7(a) or which becomes bound by the terms of this Agreement by operation of law.

                  (b) Employee's Successors. The terms of this Agreement and all
rights  of the  Employee  hereunder  shall  inure  to  the  benefit  of,  and be
enforceable  by, the Employee's  personal or legal  representatives,  executors,
administrators, successors, heirs, distributees, devisees and legatees.

         8.       Notice.

                  (a) General. Notices and all other communications contemplated
by this  Agreement  shall be in  writing  and  shall be deemed to have been duly
given when personally

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delivered or one day following  mailing via Federal Express or similar overnight
courier service. In the case of the Employee,  mailed notices shall be addressed
to him at the home address which he most recently communicated to the Company in
writing.  In the case of the Company,  mailed  notices shall be addressed to its
corporate  headquarters,  and all notices  shall be directed to the attention of
its Secretary.

                  (b) Notice of Termination.  Any termination by the Company for
Cause  or  by  the  Employee  as a  result  of a  voluntary  resignation  or  an
Involuntary  Termination shall be communicated by a notice of termination to the
other party hereto given in accordance with Section 8(a) of this Agreement. Such
notice  shall  indicate  the specific  termination  provision in this  Agreement
relied upon,  shall set forth in reasonable  detail the facts and  circumstances
claimed to provide a basis for termination under the provision so indicated, and
shall specify the  termination  date (which shall be not more than 30 days after
the giving of such notice). The failure by the Employee to include in the notice
any  fact  or  circumstance  which  contributes  to  a  showing  of  Involuntary
Termination shall not waive any right of the Employee  hereunder or preclude the
Employee  from  asserting  such fact or  circumstance  in  enforcing  his rights
hereunder.

9.       Miscellaneous Provisions.

                  (a) No Duty to Mitigate. The Employee shall not be required to
mitigate the value of any vesting  acceleration  contemplated by this Agreement,
nor shall any such vesting  acceleration  be reduced by any earnings or benefits
that the Employee may receive from any other source.

                  (b) Waiver.  No provision of this Agreement shall be modified,
waived or discharged unless the  modification,  waiver or discharge is agreed to
in  writing  and  signed by the  Employee  and by an  authorized  officer of the
Company (other than the  Employee).  No waiver by either party of any breach of,
or of compliance with, any condition or provision of this Agreement by the other
party shall be considered a waiver of any other condition or provision or of the
same condition or provision at another time.

                  (c)  Whole  Agreement.   No  agreements,   representations  or
understandings  (whether oral or written and whether  express or implied)  which
are not expressly set forth in this  Agreement have been made or entered into by
either  party  with  respect  to  the  subject  matter  hereof.  This  Agreement
represents  the entire  understanding  of the parties hereto with respect to the
subject matter hereof and supersedes all prior  arrangements and  understandings
regarding same.

                  (d) Choice of Law. The validity, interpretation,  construction
and  performance of this Agreement shall be governed by the laws of the State of
California.

                  (e) Severability.  The invalidity or  unenforceability  of any
provision  or  provisions  of this  Agreement  shall not affect the  validity or
enforceability of any other provision  hereof,  which shall remain in full force
and effect.

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                  (f)   Counterparts.   This   Agreement   may  be  executed  in
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together will constitute one and the same instrument.

                  IN WITNESS  WHEREOF,  each of the  parties has  executed  this
Agreement,  in the case of the Company by its duly authorized officer, as of the
day and year set forth below.


COMPANY                                 INTERLINK COMPUTER SCIENCES, INC.
Date:


                                         By:____________________________________


                                         Title:_________________________________


                                         Date:__________________________________


EMPLOYEE                                 _______________________________________


                                         Date:__________________________________


The following officers have executed this agreement:
AJ Berkeley
James Barth
Bill Jones
Vic Langford
Christopher Markle
Mickey Satterwhite

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