Exhibit 10.23
                                                                                

                            DIGITAL LINK CORPORATION
                   EXECUTIVE RETENTION AND SEVERANCE AGREEMENT

                           Effective December 14, 1998


This Executive  Retention and Severance  Agreement (the "Agreement") is made and
entered into as of the date written above (the "Effective Date"), by and between

Digital Link Corporation, a California corporation (the "Company")

and

-------------------------------  ("Executive")

residing at  -------------------------------

             -------------------------------


RECITALS

A.  Executive is  -------------------------------  of the Company and  possesses
valuable  knowledge of the Company,  its business and operations and the markets
in which the Company competes.

B. The Company draws upon the  knowledge,  experience  and  objective  advice of
Executive  in order to manage its  business  for the  benefit  of the  Company's
stockholders.

C. The Company  recognizes  that if there  occurred a change of control or other
event that could  substantially  change the nature and structure of the Company,
the  resulting  uncertainty  regarding the  consequences  of such an event could
adversely affect the Company's  ability to attract,  retain and motivate its key
employees, including Executive.

D. The Company and Executive desire to enter into this Agreement in order (1) to
encourage  Executive  to  continue  to devote  Executive's  full  attention  and
dedication  to the  success  of  the  Company,  and  (2)  to  provide  specified
compensation and benefits to Executive in the event of a Termination Upon Change
of Control, pursuant to the terms of this Agreement.

THE COMPANY AND EXECUTIVE AGREE AS FOLLOWS:

1.       GENERAL

         1.1  Purpose.  The purpose of this  Agreement  is to provide  specified
compensation  and benefits to an Executive  in the event of a  Termination  Upon
Change of Control.

         1.2 No  employment  agreement.  This  Agreement  does not  obligate the
Company to continue to employ an Executive  for any specific  period of time, or
in any  specific  role or  geographic  location.  Subject  to the  terms  of any
applicable  written  employment  agreement  between  Company  and an  Executive,
Company may assign an  Executive  to other  duties,  and either an  Executive or
Company may terminate an Executive's employment at any time for any reason.

         1.3 Defined terms.  Capitalized  team used in this Agreement shall have
the  meanings  set forth in Section 4,  unless the  context  clearly  requires a
different meaning.

2.       TERMINATION UPON CHANGE OF CONTROL

         2.1  Basic  severance  compensation.  In the  event  of an  Executive's
Termination Upon Change of Control,  an Executive shall be entitled to the basic
severance compensation described below.

                  2.1.1 All salary and accrued  vacation earned through the date
of an Executive's termination shall be paid to Executive.

                  2.1.2  Within ten (10) days of  submission  of proper  expense
reports by an  Executive,  the Company  shall  reimburse  an  Executive  for all
expenses reasonably and necessarily  incurred by an Executive in connection with
the business of the Company prior to an Executive's termination of employment.

                  2.1.3 An Executive  shall receive the benefits,  if any, under
the Company's 401(k) Plan,  nonqualified  deferred  compensation plan,  employee
stock purchase plan and other Company benefit plans to which an Executive may be
entitled pursuant to the terms of such plans.

         2.2 Executive cash severance  benefits.  In the event of an Executive's
Termination  Upon  Change of  Control,  an  Executive  shall be  entitled to the
additional executive severance benefits described below.

                  2.2.1 Prorated bonus payment.  An Executive  shall receive his
target bonus or incentive payment for the year in which termination  occurs, pro
rated through the date of  termination  and less  applicable  withholding,  paid
within thirty (30) days of termination of employment.

                  2.2.2 Cash severance  payment.  Executive shall receive a lump
sum payment in the amount of 100% of an Executive's Target Annual Earnings, less
applicable  federal  and state  withholding,  paid  within  thirty  (30) days of
termination of employment.



<PAGE>



         2.3      Stock option acceleration.


                  2.3.1    Acceleration   following   Change  of  Control.   All
                           unvested   outstanding   stock  options  granted  and
                           restricted  stock  issued by the Company to Executive
                           prior  to the  Change  of  Control  will  have  their
                           vesting accelerated so as to be __% vested on the 
                           date of Change of Control.

                  2.3.2    Acceleration  upon  non-assumption  in a  Change  of
                           Control. If there is a Change of Control transaction
                           in  which  outstanding  stock  options  granted  and
                           restricted  stock issued by the Company prior to the
                           transaction  are not fully assumed by the Successor,
                           or replaced by fully equivalent  substitute  options
                           or restricted  stock,  then (1) all such options and
                           restricted  stock  shall  have their  vesting  fully
                           accelerated to be 100% vested prior to the effective
                           date of the  Change of Control  and (2) the  Company
                           shall provide  reasonable prior written notice to an
                           Executive of (a) the date such  unexercised  options
                           will  terminate  and (b) the period  during which an
                           Executive  may exercise  the fully  vested  options.
                           Alternatively,  the  Company may elect to deliver to
                           an Executive on the effective  date of the Change of
                           Control  a cash  payment  equal  to  the  difference
                           between  (i)  the  aggregate  exercise  price  of an
                           Executive's unexercised options or restricted stock,
                           whether  vested or  unvested,  and (ii) the value of
                           the  consideration  deliverable  for  an  equivalent
                           number  of  shares  as a  result  of the  Change  of
                           Control transaction.

         2.4      Extended medical and dental benefits.

                  2.4.1 Benefit  continuation  for twelve  months.  An Executive
shall receive continued provision of the Company's standard employee medical and
welfare benefit coverages,  as elected by an Executive and in effect immediately
prior to the Change of Control,  for twelve (12)  months  following  the date of
termination.

                  2.4.2   Continued   medical   coverage  for  U.S.   residents.
Thereafter,  if an Executive resides in the United States, an Executive shall be
entitled to elect continued medical and dental insurance  coverage in accordance
with the  applicable  provisions of U.S.  federal law (COBRA).  If such coverage
included an Executive's dependents immediately prior to the date of termination,
such  dependents  also shall be covered at Company  expense during the extension
period. For purposes of title X of the Consolidated Budget Reconciliation Act of
1985  ("COBRA"),  the date of the  "qualifying  event" for an Executive  and his
dependents shall be the date upon which the Company-paid coverage terminates.

                  2.4.3   Termination   upon   coverage   under   another  Plan.
Notwithstanding  the  preceding  provisions of this Section 2.4, in the event an
Executive  becomes  covered as a primary  insured (that is, not as a beneficiary
under a spouse's or partner's plan) under another  employer's  group health plan
during the period  provided for herein,  an Executive  promptly shall inform the
Company  and the  Company  shall  cease  provision  of  continued  group  health
insurance for an Executive and any dependents.

3.       FEDERAL EXCISE TAX UNDER IRC SECTION 280G

         3.1 Adjustment of excess payments  payable to an Executive.  If (1) any
amounts payable to an Executive under this Agreement are characterized as excess
parachute  payments  pursuant to Section 4999 of the Internal  Revenue Code, and
(2) an Executive  thereby would be subject to any United States  federal  excise
tax  due  to  that  characterization,  then  (3)  an  Executive  may  elect,  in
Executive's sole discretion, to reduce the amounts payable under this Plan or to
have any portion of applicable  options or restricted stock not vest in order to
avoid any "excess  parachute  payment" under Section  280G(b)(1) of the Internal
Revenue Code of 1986.

         3.2 Determination by independent public accountants. Unless the Company
and an Executive  otherwise agree in writing,  any determination  required under
this Section 3 shall be made in writing by independent public accountants agreed
to by the Company and an  Executive  (the  "Accountants"),  whose  determination
shall be  conclusive  and  binding  upon an  Executive  and the  Company for all
purposes.  For purposes of making the  calculations  required by this Section 3,
the Accountants may rely on reasonable,  good faith  interpretations  concerning
the  application  of  Sections  280G and 4999 of the Code.  The  Company  and an
Executive shall furnish to the Accountants such information and documents as the
Accountants may reasonably request in order to make the required determinations.
The Company  shall bear all fees and expenses  the  Accountants  may  reasonably
charge in connection with the services contemplated by this Section 3.

4.       DEFINITIONS

         4.1 Capitalized terms defined. Capitalized terms used in this Agreement
shall have the meanings set forth in this Section 4, unless the context  clearly
requires a different meaning.

         4.2      "Cause" means:

                  (a) theft; a material act of dishonesty or fraud;  intentional
falsification  of any  employment or Company  records;  or the commission of any
criminal  act which  impairs  an  Executive's  ability  to  perform  appropriate
employment duties under this Agreement;

                  (b) improper disclosure or use of the Company's  confidential,
business or proprietary information by an Executive;

                  (c) an Executive's conviction (including any plea of guilty or
nolo contendere) for a crime involving moral turpitude  causing material harm to
the reputation and standing of the Company, as determined by the Company in good
faith; or

                  (d) gross negligence or willful  misconduct in the performance
of an Executive's assigned duties (but not mere unsatisfactory performance).

         4.3      "Change of Control" means:

                  (a) any "person"  (as such term is used in Sections  13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchanged Act")),
other than a current  employee in service on the Effective  Date or a trustee or
other  fiduciary  holding  securities of the Company under the employee  benefit
plan of the Company,  becomes the  "beneficial  owner" (as defined in Rule 13d-3
promulgated  under the Exchange Act),  directly or indirectly,  of securities of
the Company  representing more than 50% of (A) the outstanding  shares of common
stock  of  the  Company  or (B)  the  combined  voting  power  of the  Company's
then-outstanding securities;

                  (b) the  Company is party to a merger or  consolidation  which
results  in  the  holders  of  voting  securities  of  the  Company  outstanding
immediately  prior thereto failing to continue to represent (either by remaining
outstanding  or by being  converted  into  voting  securities  of the  surviving
entity) more than 50% of the combined  voting power of the voting  securities of
the Company or such surviving entity  outstanding  immediately after such merger
or consolidation;

                  (c) the sale or disposition of all or substantially all of the
Company's assets (or consummation of any transaction having similar effect);

                  (d) there occurs a change in the  composition  of the Board of
Directors of the Company  within a six month period,  as a result of which fewer
than a majority of the directors are Incumbent Directors; or

                  (e)      the dissolution of liquidation of the Company.

         4.4  "Company"  shall mean Digital Link  Corporation  and,  following a
Change of Control,  any Successor  that agrees to assume,  or otherwise  becomes
bound to by operation of law, all the terms and provisions of this Agreement.

         4.5 "Effective  Date" means (1) December 14, 1998 or (2) such later 
date as an Executive first became an officer of the Company.

         4.6  "Executive"  shall  mean  each  person  elected  to the  Board  of
Directors to serve as an officer of the Company, and such additional individuals
as may be designated thereafter by the Board of Directors.

         4.7  "Good  Reason"  means  the  occurrence  of any  of  the  following
conditions  following  a Change of  Control,  without  an  Executive's  informed
written  consent,  which  condition(s)  remain(s)  in effect ten (10) days after
written notice to the Company from an Executive of such condition(s):

                  (a)      a material decrease in an Executive's base salary or
target bonus amounts;

                  (b)  the  relocation  of an  Executive's  work  place  for the
Company to a location  more than 50 miles  from the  location  of the work place
prior to the Change of Control;

                  (c)  assignment to  responsibilities  or duties that are not a
Substantive  Functional  Equivalent  (as  defined  in  this  Agreement  or in an
Agreement) of the position  which an Executive  occupied  prior to the Change of
Control; or

                  (d)      any material breach of an Agreement by the Company.

         4.8  "Incumbent  Director"  shall mean a  director  who either (1) is a
director of the Company as of the Effective  Date of this  Agreement,  or (2) is
elected,  or nominated  for  election,  to the Board of Directors of the Company
with the affirmative votes of at least a majority of the Incumbent  Directors at
the time of such election or nomination, but (3) was not elected or nominated in
connection with an actual or threatened  proxy contest  relating to the election
of directors to the Company.

         4.9      "Permanent Disability" means that:

                  (a) an  Executive  has been  incapacitated  by bodily  injury,
illness  or  disease  so  as  to be  prevented  thereby  from  engaging  in  the
performance of an Executive's duties;

                  (b) such total incapacity shall have continued for a period of
six consecutive months; and

                  (c)  such  incapacity  will,  in the  opinion  of a  qualified
physician,  be permanent and continuous  during the remainder of the Executive's
life.

         4.10 "Substantive  Functional  Equivalent" means an employment position
occupied after a Change of Control that:

                  (a)  is  in  a  substantive   area  of  competence  (such  as,
accounting;   engineering  management;   executive  management;  finance;  human
resources;  marketing,  sales and service;  operations and manufacturing;  etc.)
that is consistent with an Executive's  experience and not materially  different
from the position occupied prior to the Change of Control;

                  (b)  requires  an  Executive  to serve  in a role and  perform
duties that are  functionally  equivalent to those performed prior to the Change
of Control;

                   (c) does not otherwise constitute a material,  adverse change
in an Executive's responsibilities or duties, as measured against an Executive's
responsibilities  or duties prior to the Change of Control,  causing it to be of
materially lesser rank or responsibility;

                  (d) if  prior  to the  Change  of  Control  an  Executive  was
identified  as an officer of the Company for  purposes of the rules  promulgated
under Section 16 of the Securities Exchange Act of 1934, identifies an Executive
as a Section 16 officer of a  publicly  traded  Successor  having net assets and
annual  revenues  no less  than  those of the  Company  prior to the  Change  of
Control; and

                  (e) if  prior  to the  Change  of  Control  an  Executive  was
identified as an officer of the Company,  for purposes of the rules  promulgated
under Section 16 of the Securities  Exchange Act of 1934,  requires an Executive
to report directly to an executive officer,  committee or board of the Successor
that is no less senior than an Executive  officer,  committee  or board,  as the
case may be, to whom an Executive reported at the Company prior to the Change of
Control.

         4.12  "Successor"  means the Company as defined above and any successor
or assign to substantially all of its business and/or assets.

         4.13 "Target Annual  Earnings" means the sum of annual base salary plus
100% of annual  bonus or  incentive  pay. If  different  sums would  result from
calculations  as of (a) the date  thirty  (30)  days  prior to the date that the
Company publicly announces it is conducting  negotiations leading to a Change of
Control,  (b) the date on which a Change of Control occurs or (c) the date of an
Executive's  Termination  Upon Change of Control,  then Target  Annual  Earnings
shall be determined by the  calculation as of the specified date that yields the
highest value.

         4.14     "Termination Upon Change of Control" means:

                  (a) any  termination  of the employment of an Executive by the
Company without Cause during the period commencing thirty (30) days prior to the
earlier  of (1) the  date  that  the  Company  first  publicly  announces  it is
conducting negotiations leading to a Change of Control, or (2) the date that the
Company  enters into a  definitive  agreement  that would  result in a Change of
Control (even though still subject to approval by the Company's stockholders and
other  conditions  and  contingencies);  and ending on the date which is six (6)
months after the Change of Control; or

                  (b) any resignation by an Executive for Good Reason within six
(6) months after the occurrence of any Change of Control; but

"Termination  Upon Change of Control"  shall not include any  termination of the
employment of an Executive (1) by the Company for Cause; (2) by the Company as a
result of the Permanent Disability of an Executive; (3) as a result of the death
of an Executive;  or (4) as a result of the voluntary  termination of employment
by an Executive for reasons other than Good Reason.

5.       EXCLUSIVE REMEDY

         5.1 Sole remedy for  Termination  Upon Change of Control.  The payments
and benefits  provided in Section 2 shall  constitute  an  Executive's  sole and
exclusive  remedy for any  alleged  injury or other  damages  arising out of the
cessation of the employment relationship between an Executive and the Company in
the event of an Executive's Termination Upon Change of Control.

         5.2 No other  benefits  payable.  An Executive  shall be entitled to no
other compensation,  benefits, or other payments from the Company as a result of
any termination of employment with respect to which the payments and/or benefits
described  in  Sections 2 and 3 have been  provided to an  Executive,  except as
expressly set forth in this  Agreement or, subject to the provisions of Sections
10 and 13,  in a duly  executed  employment  agreement  between  Company  and an
Executive.
         5.3 Release of claims.  The Company may  condition  payment of the cash
severance  benefits  described  in Section 2.2 of this  Agreement  and the stock
option  acceleration  described in Section 2.3 upon the delivery by an Executive
of a signed release of claims in a form reasonably  satisfactory to the Company;
provided, however, that an Executive shall not be required to release any rights
an Executive may have to be indemnified by the Company.

6.       PROPRIETARY AND CONFIDENTIAL INFORMATION

An  Executive  agrees to  continue to abide by the terms and  conditions  of the
Company's  confidential and/or proprietary rights agreement between an Executive
and the Company.

7.       NON-SOLICITATION

         7.1 Agreement not to solicit.  If Company  performs its  obligations to
deliver the severance  benefits set forth in Section 2 of this  Agreement,  then
for a period of one (1) year after an  Executive's  Termination  Upon  Change of
Control, an Executive will not, directly or indirectly,  solicit the services or
business of or in any other manner persuade any employee,  distributor,  vendor,
representative  or  customer  of the  Company to  discontinue  that  person's or
entity's relationship with or to the Company.

         7.2 Other agreements not superseded. This provision shall not supersede
or limit the terms,  including more restrictive terms, of any other agreement by
an Executive to refrain from  competition  with or from soliciting the employees
or customers of Company.

8.       ARBITRATION

         8.1 Disputes subject to arbitration.  Any claims dispute or controversy
arising out of this Agreement, the interpretation, validity or enforceability of
this  Agreement or the alleged  breach thereof shall be submitted by the parties
to  binding  arbitration  by the  American  Arbitration  Association;  provided,
however,  that (1) the arbitrator  shall have no authority to make any ruling or
judgment  that  would  confer  any rights  with  respect  to the trade  secrets,
confidential and proprietary  information or other intellectual  property of the
Company upon an Executive or any third party; and (2) this arbitration provision
shall not preclude the Company from seeking legal and equitable  relief from any
court having  jurisdiction with respect to any disputes or claims relating to or
arising  out of the misuse or  misappropriation  of the  Company's  intellectual
property.  Judgment may be entered on the award of the  arbitrator  in any court
having jurisdiction.

         8.2 Site of arbitration.  The site of the arbitration  proceeding shall
be, at an Executive's election, either (1) Santa Clara County, California or (2)
if an Executive's primary assigned work place prior to the Change of Control was
not in California,  a mutually  agreed site located within 25 miles of that work
place.

         8.3 Cost and  expenses  borne by  Company.  All costs and  expenses  of
arbitration  or  litigation,  including but not limited to reasonable  attorneys
fees and other costs reasonably  incurred by an Executive,  shall be paid by the
Company.   Notwithstanding   the  foregoing,   if  an  Executive  initiates  the
arbitration  or  litigation,  and the finder of fact  finds that an  Executive's
claims were totally  without  merit or  frivolous,  then an  Executive  shall be
responsible for his own attorneys' fees.

9.       INTERPRETATION

This Agreement  shall be interpreted in accordance with and governed by the laws
of the State of California as applied to contracts  entered into and entirely to
be performed within that state.

10.      CONFLICT IN BENEFITS; NONCUMULATION OF BENEFITS

         10.1  Effect  of  Plan.   This  Agreement  shall  supersede  all  prior
arrangements,  whether written or oral, and understandings regarding the subject
matter  of  this  Agreement  and  shall  be  the  exclusive  agreement  for  the
determination  of any  payments  and  accelerated  option  vesting  due  upon an
Executive's  Termination Upon Change of Control,  except as provided in Sections
10.2, 10.3 and 13.

         10.2 No  limitation of regular  benefit  plans.  This  Agreement is not
intended to and shall not affect,  limit or terminate  any plans,  programs,  or
arrangements  of the Company that are regularly  made available to a significant
number of employees or officers of the Company, including without limitation the
Company's stock option plans.

         10.3 Noncumulation of cash benefits. An Executive may not cumulate cash
severance  payments  and  excise  tax  reimbursement  benefits  under  both this
Agreement and another  agreement.  If an Executive has any other binding written
agreement  with the  Company  which  provides  that upon a Change of  Control or
termination of employment an Executive shall receive one or more of the benefits
described  in  Section  2.2  of  this  Agreement  (i.e.,  the  payment  of  cash
compensation or prorated bonus,  post-termination  consulting and adjustments or
payments relating to federal excise tax), then with respect to each such benefit
the amount  payable under this Agreement  shall be reduced by the  corresponding
amount paid or payable under such other agreements.

11.      SUCCESSORS AND ASSIGNS

         11.1 Successors of the Company.  The Company will require any successor
or assign (whether direct or indirect,  by purchase,  merger,  consolidation  or
otherwise)  to all or  substantially  all of the business  and/or  assets of the
Company,  expressly,  absolutely  and  unconditionally  to  assume  and agree to
satisfy  the terms of this  Agreement  in the same manner and to the same extent
that the  Company  would be  required  to  perform it if no such  succession  or
assignment  had taken  place.  Failure of the Company to obtain  such  agreement
shall be a material breach of this Agreement.

         11.2  Acknowledgment  by  Company.  If after a Change  of  Control  the
Company (or any Successor) fails to reasonably confirm that it has performed the
obligation  described in Section 11.1 within ten (10) days after written  notice
from an Executive,  an Executive  shall be entitled to terminate his  employment
with the Company for Good  Reason,  and to receive the benefits  provided  under
this Agreement in the event of Termination Upon Change of Control.

         11.3 Heirs and  representatives  of an Executive.  This Agreement shall
inure to the benefit of and be enforceable by an Executive's  personal and legal
representatives,   executors,  administrator,  successors,  heirs,  distributes,
devises and legatees.

12.      NO REPRESENTATIONS

Executive  acknowledges  that in entering into this Agreement,  Executive is not
relying and has not relied on any promise,  representation  or statement made by
or on behalf of the Company which is not set forth in this Agreement.

13.      MODIFICATION AND AMENDMENT

This  Agreement may be modified,  amended or superseded  only by a  supplemental
written agreement signed with the same, formality as this Agreement by Executive
and by the Company.  However, the noncumulation of benefits provision of section
10.3 shall  apply to any  subsequent  agreement,  unless (1) such  provision  is
explicitly  disclaimed  in the  subsequent  agreement,  and (2)  the  subsequent
agreement has been authorized by the Company's Board of Directors or a committee
thereof.

14.      VALIDITY

         14.1 Invalid  provisions.  If any one or more of the provisions (or any
part thereof) of this Agreement shall be held invalid,  illegal or unenforceable
in any respect,  the  validity,  legality and  enforceability  of the  remaining
provisions  (or any part  thereof)  shall not in any way be affected or impaired
thereby.

         14.2  Execution by two Company  executive  officers or directors.  This
Agreement and any  modifications  or amendments  shall require the signatures of
two executive officers or members of the Board of Directors of the Company.

         14.3 Certain  business  combinations.  In the event it is determined by
the Company's  Board of Directors  (the  "Board"),  upon  consultation  with the
Company's  management  and  the  Company's   independent   auditors,   that  the
enforcement of any provision of this agreement would preclude accounting for any
proposed business  combination of the Company involving a Change of Control as a
pooling of interests, and the Board otherwise desires to approve such a proposed
business  transaction  which  requires  as a  condition  to the  closing of such
transaction  that it be accounted for as a pooling of  interests,  then any such
provision of this Agreement shall be null and void.

         14.4  Consultation  with  legal  and  financial   advisors.   Executive
acknowledges that this Agreement confers  significant legal rights, and may also
involve the waiver of rights under other agreements; that Company has encouraged
Executive to consult with Executive's personal legal and financial advisers; and
that Executive has had adequate time to consult with Executive's advisers before
signing this Agreement.

SIGNATURES

The parties have  executed this  Agreement,  intending to be legally bound as of
the Effective Date.


EXECUTIVE


----------------------------------
Executive's signature 
Printed name:  
              ------------- 
 

DIGITAL LINK CORPORATION



By:  ------------------------------ 
Printed name:  Vinita Gupta
Title:  President and Chief Executive Officer


By:  ------------------------------
Printed name:  Stanley E. Kazmierczak
Title:  Vice President, Finance and Operations
        and Chief Financial Officer




<PAGE>




         In March 1999,  the Company and the Employees  listed below signed this
Agreement. In Section 2.3.1 of this Agreement,  the percentage included for each
Employee is also listed below.

               Executive                               Accelerated Vesting

               Kent Bossange                                    50%
               Vinita Gupta                                    100%
               Stan Kazmierczak                                100%
               Dianne Mastilock                                 50%
               Joe Santos                                       50%
               Sherman Silverman                                50%
               Frank Thomas                                     50%
               Lana Vaysburd                                    50%