LYNUXWORKS, INC.



                     CHANGE OF CONTROL SEVERANCE AGREEMENT





     This Change of Control Severance Agreement (the "Agreement") is made and

entered into effective as of _________ ___, 2000 (the "Effective Date"), by and

between _____________________ (the "Employee") and LynuxWorks, a California

corporation (the "Company").  Certain capitalized terms used in this Agreement

are defined in Section 1 below.





                                R E C I T A L S

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



     A.  It is expected that the Company from time to time will consider the

possibility of a 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.



     B.  The Board believes that it is in the best interests of the Company and

its shareholders to provide the Employee with an incentive to continue his

employment and to maximize the value of the Company upon a Change of Control for

the benefit of its shareholders.



     C.  In order to provide the Employee with enhanced financial security and

sufficient encouragement to remain with the Company notwithstanding the

possibility of a Change of Control, the Board believes that it is imperative to

provide the Employee with certain severance benefits upon the Employee's

termination of employment following a Change of Control.





                                   AGREEMENT

                                   ---------



     In consideration of the mutual covenants herein contained and the continued

employment of Employee by the Company, the parties agree as follows:



     1.  Definition of Terms.  The following terms referred to in this Agreement

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shall have the following meanings:



         (a) Cause. "Cause" shall mean (i) any act of personal dishonesty taken

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by the Employee in connection with his responsibilities as an employee which is

intended to result in substantial personal enrichment of the Employee, (ii)

Employee's conviction of a felony which the Board reasonably believes has had or

will have a material detrimental effect on the Company's reputation or business,

(iii) a willful act by the Employee which constitutes misconduct and is

injurious to the Company, and (iv) continued willful violations by the Employee

of the Employee's obligations to the Company after there has been delivered to

the Employee a written demand for



<PAGE>



performance from the Company which describes the basis for the Company's belief

that the Employee has not substantially performed his duties.



         (b) Change of Control. "Change of Control" shall mean the occurrence of

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any of the following events:



             (i)   the approval by shareholders of the Company 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) more than fifty percent (50%) of the total voting power

represented by the voting securities of the Company or such surviving entity

outstanding immediately after such merger or consolidation;



             (ii)  the approval by the shareholders of the Company of a plan of

complete liquidation of the Company or an agreement for the sale or disposition

by the Company of all or substantially all of the Company's assets; or



             (iii) any "person" (as such term is used in Sections 13(d) and

14(d) of the Securities Exchange Act of 1934, as amended) becoming the

"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or

indirectly, of securities of the Company representing 50% or more of the total

voting power represented by the Company's then outstanding voting securities.



         (c) Compensation Continuation Period. "Compensation Continuation

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

Period" shall mean the period of time commencing with termination of the

Employee's employment as a result of Involuntary Termination at anytime within

twelve (12) months after a Change of Control and ending with the expiration of

six (6) months following the date of the Employee's termination.



         (d) Involuntary Termination. "Involuntary Termination" shall mean (i)

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