LYNUXWORKS, INCORPORATED



                           INDEMNIFICATION AGREEMENT





     This Indemnification Agreement ("Agreement") is effective as of _____ 2000

by and between LynuxWorks, Incorporated, a Delaware corporation (the "Company"),

and the indemnitee listed on the signature page hereto ("Indemnitee").



     WHEREAS, the Company desires to attract and retain the services of highly

qualified individuals, such as Indemnitee, to serve the Company and its related

entities;



     WHEREAS, in order to induce Indemnitee to continue to provide services to

the Company, the Company wishes to provide for the indemnification of, and the

advancement of expenses to, Indemnitee to the maximum extent permitted by law;



     WHEREAS, the Company and Indemnitee recognize the continued difficulty in

obtaining liability insurance for the Company's directors, officers, employees,

agents and fiduciaries, the significant increases in the cost of such insurance

and the general reductions in the coverage of such insurance;



     WHEREAS, the Company and Indemnitee further recognize the substantial

increase in corporate litigation in general, subjecting directors, officers,

employees, agents and fiduciaries to expensive litigation risks at the same time

as the availability and coverage of liability insurance has been severely

limited;



     WHEREAS, the Company and Indemnitee desire to continue to have in place the

additional protection provided by an indemnification agreement and to provide

indemnification and advancement of expenses to the Indemnitee to the maximum

extent permitted by Delaware law; and



     WHEREAS, in view of the considerations set forth above, the Company and

Indemnitee desire to amend and restate the Prior Agreement as set forth herein;



     NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:



     1.   Certain Definitions.

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



          (a)  "Change in Control" shall mean, and shall be deemed to have

occurred if, on or after the date of this Agreement, (i) any "person" (as such

term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,

as amended), other than a trustee or other fiduciary holding securities under an

employee benefit plan of the Company acting in such capacity or a corporation

owned directly or indirectly by the stockholders of the Company in substantially

the same proportions as their ownership of stock of the Company, becomes the

"beneficial owner" (as defined

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in Rule 13d-3 under said Act), directly or indirectly, of securities of the

Company representing more than 50% of the total voting power represented by the

Company's then outstanding Voting Securities, (ii) during any period of two

consecutive years, individuals who at the beginning of such period constitute

the Board of Directors of the Company and any new director whose election by the

Board of Directors or nomination for election by the Company's stockholders was

approved by a vote of at least two thirds (2/3) of the directors then still in

office who either were directors at the beginning of the period or whose

election or nomination for election was previously so approved, cease for any

reason to constitute a majority thereof, or (iii) the stockholders of the

Company approve 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) at least 80% of the total voting

power represented by the Voting Securities of the Company or such surviving

entity outstanding immediately after such merger or consolidation, or the

stockholders of the Company approve a plan of complete liquidation of the

Company or an agreement for the sale or disposition by the Company of (in one

transaction or a series of related transactions) all or substantially all of the

Company's assets.



          (b)  "Claim" shall mean with respect to a Covered Event: any

threatened, pending or completed action, suit, proceeding or alternative dispute

resolution mechanism, or any hearing, inquiry or investigation that Indemnitee

in good faith believes might lead to the institution of any such action, suit,

proceeding or alternative dispute resolution mechanism, whether civil, criminal,

administrative, investigative or other.



          (c)  References to the "Company" shall include, in addition to

LynuxWorks, Incorporated, any constituent corporation (including any constituent

of a constituent) absorbed in a consolidation or merger to which LynuxWorks,

Incorporated (or any of its wholly owned subsidiaries) is a party which, if its

separate existence had continued, would have had power and authority to

indemnify its directors, officers, employees, agents or fiduciaries, so that if

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