Separation Agreement - Novell Inc. and Richard A. Nortz


                            [NOVELL, INC. LETTERHEAD]

                                  July 12, 2001



Mr. Richard A. Nortz
11826 Hidden Canyon Lane
Sandy, Utah  84092


Dear Rich:

This letter  agreement  (the  "Agreement")  confirms the agreement  that we have
reached regarding your separation from employment with Novell, Inc. ("Novell" or
the  "Company").  The  purpose of this  Agreement  is to  establish  an amicable
arrangement for ending your employment relationship,  to release the Company and
its  affiliates  from any claims that you may have  against any of them,  and to
permit you to receive certain  separation pay,  acceleration of vesting of stock
options,  and related  benefits.  You  understand  that the benefits  under this
Agreement  are greater than those  offered to you in lieu of those for which you
otherwise might be eligible under the Novell,  Inc. Senior Management  Severance
Plan  ("Plan").  You  acknowledge  that you are  entering  into  this  Agreement
voluntarily. By entering into this Agreement, you understand that you are giving
up your right to the  fullest  extent  permitted  by law to bring  legal  claims
against the Company including,  among others, claims relating to your employment
and its  termination.  If you were not to enter into this  Agreement and were to
bring any claims  against the Company,  the Company  would dispute the merits of
those  claims and would  contend that it acted  lawfully  and for good  business
reasons  with respect to you.  Neither the Company nor you want your  employment
relationship  to end with a legal dispute.  You  understand  that by offering to
enter  into this  Agreement  the  Company  is not  admitting  in any way that it
violated any legal obligation that it owed to you or to any other person. To the
contrary,  the Company's  willingness to enter into this Agreement  demonstrates
that it is  continuing  to deal with you  fairly and in good  faith.  With those
understandings and in exchange for the promises of you and the Company set forth
below, you and the Company agree as follows:

1.   Effective Date

     This Agreement shall be deemed to have been executed as of the date of
     your signature  below (the  "Execution  Date").  The Agreement shall become
     effective  on the  eighth  (8th)  day  following  the  Execution  Date (the
     "Effective  Date")  unless you exercise  your right to revoke in accordance
     with Section 13 below.

2.   Resignation

     You hereby resign from your employment with Novell  effective as of January
     31, 2002 provided that the Company may  accelerate  said  resignation on 30
     days advance notice  (January 31, 2002 or such earlier date selected by the
     Company hereafter referred to as the "Resignation Date"). You agree that on
     the  Resignation  Date all offices and positions  that you hold with Novell
     and all related or affiliated entities also terminate. The Company will pay
     to you all base salary earned by you through the  Resignation  Date and all
     accrued but unused vacation pay due to you based on your employment through
     the Resignation Date. 3. Interim Employment

      (a) You  acknowledge  and  agree  that  between  the date of this
          letter and the Resignation Date (the "Interim  Period") that you shall
          report to Novell's  Chief  Operating  Officer and shall  perform  such
          tasks  as may be  assigned  to you,  including  transitioning  various
          matters to the Company's five geographic presidents.

      (b) Your eligibility for Severance Payments, Additional Severance
          and  other  payments  and  benefits  under  Sections  3  and  4  above
          (collectively,  the "Severance Benefits") hereunder will terminate if,
          prior to the  Resignation  Date,  you  voluntarily  resign  from  your
          employment with the Company without the consent of the Company or your
          employment  is  terminated by the Company for "cause." For purposes of
          this Agreement, Novell shall be deemed to have cause to terminate your
          employment if any of the following occur and, within 14 days following
          your receipt of a written demand from the Company describing its basis
          for believing cause exists,  you have failed to effectively  cure such
          basis for cause: (i) your continued  violations of your obligations to
          the Company which are demonstrably willful or deliberate on your part;

          (ii) your engaging in willful  misconduct which is injurious to the
               Company or its affiliates;

         (iii) your commission of a felony, an act fraud against or the
               misappropriation of property belonging to the Company or its
               affiliates;

          (iv) your breach, in any material respect, of the terms of
               any confidentiality or proprietary information agreement between
               you and the Company, including without limitation any breach by
               you of your obligations under Section 8 hereinbelow; or

            v) a determination by the Company's Chief Operating Officer
               and Chief  Executive  Officer that you have  committed a material
               violation of the Standards of Employee  Conduct,  which standards
               may be altered  from time to time by the  Company,  as defined in
               the most current version of the Company's Employee Handbook.  You
               understand  and  agree  that the  foregoing  definition  of cause
               applies only for purposes of this Agreement,  but is not intended
               to  amend  or  modify  the  at-will  nature  of  your  employment
               relationship.  (c) During the  Interim  Period,  your Base Salary
               shall remain at an annualized rate of $425,000 per year.

4.   Payments

     In exchange for and subject to the terms and conditions of this  Agreement,
     including,  without limitation, the general releases of claims in Section 7
     (including the subsequent  delivery of the release  contemplated by Section
     7(d)), Novell shall:

     (a) Pay you Eight Hundred and Fifty Thousand Dollars  ($850,000)  (i.e., an
     amount  equal to 200% of your Base Salary (the  "Severance  Payment").  The
     Severance  Payment shall be paid by check or wire transfer,  as you direct,
     by the Company to you in equal  installments  over twenty-four (24) months,
     such  installments  payable in  accordance  with Novell's  regular  payroll
     practices for senior executives, subject to your continuing compliance with
     Section  8 below,  with the  first  such  payment  being  made on the first
     regular payroll date next following the  Resignation  Date. For purposes of
     this Agreement, the term "Base Salary" shall mean your gross base salary on
     an annualized basis, exclusive of bonuses,  commissions and other incentive
     pay, as in effect immediately prior to the Resignation Date.

     (b)  Pay  you  Five  Hundred  and  Ten  Thousand  Dollars  ($510,000)  (the
     "Additional Severance"). Subject to your continuing compliance with Section
     8 below, the Additional  Severance shall be paid by check or wire transfer,
     as you  direct,  by the  Company to you as  follows:  (i) Two  Hundred  and
     Fifty-Five  Thousand  Dollars  ($255,000)  in a lump  sum  within  14  days
     following the Resignation Date and (ii) Two Hundred and Fifty-Five Thousand
     Dollars  ($255,000)  payable in four (4) equal  quarterly  installments  of
     Sixty-Three  Thousand Seven Hundred and Fifty Dollars  ($63,750) each, with
     the first such  installment due three (3) months  following the Resignation
     Date and the final  installment  due  fifteen  (15)  months  following  the
     Resignation Date.

     (c)  Accelerate  the  vesting  of that  portion or  portions  of your stock
     options and  restricted  stock  grants,  which would have vested within two
     years  after the  Resignation  Date.  Subject to the  original  term of the
     option  grant  or  grants,   the  vested  options  shall  otherwise  remain
     exercisable,  subject to your  continuing  compliance with Section 8 below,
     for a period of up to twelve (12) months  following  the  Resignation  Date
     (January 31, 2002).  The Company hereby waives its repurchases  rights with
     respect to vested restricted stock.

     (d) Provide you with  reimbursement  for financial  planning and tax return
     preparation,  not  to  exceed  Eleven  Thousand  Dollars  ($11,000)  in the
     aggregate, for each of calendar year 2001 and 2002.

5.   Benefits

     Your  eligibility to participate in all Company  employee benefit plans and
     programs will cease effective on or after the Resignation  Date pursuant to
     applicable benefit plan terms and benefit practices.  Any continuing rights
     to benefits  that you may have are  governed by the terms of those  benefit
     plans and programs and the Consolidated  Omnibus Budget  Reconciliation Act
     of 1986, as amended.  The Company  shall pay you a monthly  amount equal to
     the premium it would have paid on your behalf if you had remained employed,
     under your health and dental plan elections in effect as of the Resignation
     Date, until the earlier of the date on which you become eligible for health
     or dental coverage through another employer or the second (2nd) anniversary
     of the Resignation Date.

6.   Tax Deductions and Reporting

     Novell shall reduce all payments made to you under this  Agreement by those
     deductions and  withholdings  that it reasonably  determines to be required
     for  tax  purposes  and  shall  make  such  tax-related  reporting  that it
     reasonably  determines to be required  with respect to payments  under this
     Agreement.

7.   General Releases of Claims

     You  voluntarily  release  and  discharge  Novell  and its  affiliates  and
     subsidiaries,  its  and  their  respective  predecessors,  successors,  and
     assigns,  and  the  current  and  former  officers,  directors,  investors,
     shareholders,  employees, and agents of the foregoing (any and all of which
     hereinafter are referred to as the "Released  Parties")  generally from all
     charges,  complaints,  claims,  promises,  agreements,  causes  of  action,
     damages, and debts of any nature whatsoever, known or unknown (collectively
     referred to as "Claims"),  which you have, claim to have, ever had, or ever
     claimed to have had against the Released  Parties.  This general release of
     Claims includes,  without implication of limitation,  all Claims related to
     your employment with the Company,  the compensation  provided to you by the
     Company,  rights or  benefits  under the Plan,  the  circumstances  of your
     termination from employment with the Company,  or your activities on behalf
     of the Company, including, without implication of limitation, any Claims of
     wrongful  discharge,  breach of contract,  breach of an implied covenant of
     good  faith  and fair  dealing,  tortious  interference  with  advantageous
     relations,  any  intentional or negligent  misrepresentation,  and unlawful
     discrimination or retaliation under any federal, state or local common law,
     statute, order, ordinance or regulation (including,  without implication of
     limitation,   Title  VII  of  the  Civil  Rights  Act  of  1964,   the  Age
     Discrimination  in Employment Act, The Americans with  Disabilities Act and
     any similar California state or local law or ordinance). You also waive any
     Claim for reinstatement,  damages of any nature,  severance pay, attorney's
     fees,  or costs.  Notwithstanding  anything in this general  release to the
     contrary,  this general  release shall not be construed to limit your right
     to enforce this Agreement.

     (a) You shall not hereafter pursue or accept damages or other relief in any
     type of claim or action against any of the Released Parties with respect to
     anything  that  has  occurred  up to  your  execution  of  this  Agreement;
     provided,  however,  that nothing in this  Agreement  shall be construed to
     limit your rights under this Agreement.

     (b) You hereby represent and warrant that you have not heretofore  assigned
     any Claim otherwise released pursuant to this Agreement to any third party.
     You further  represent and warrant that you have not  heretofore  filed any
     Claim with any court or administrative agency. (c) As a condition precedent
     to the Company's  obligation to provide to you the Severance Benefits,  you
     shall execute on or after the Resignation Date,  deliver to the Company and
     not revoke the additional Release attached hereto as Exhibit A.

8.   Employee Covenants

     In  accordance  with  the  terms of this  severance  offer,  the  Company's
     obligation  to  provide  and your  eligibility  to  receive  the  Severance
     Benefits are expressly  conditioned upon your compliance with the following
     covenants.  You understand  and  acknowledge  that, in accordance  with the
     terms of this severance  offer, in the event you breach your obligations to
     the Company under the  following  covenants,  the  Company's  obligation to
     provide  Severance  Benefits to you shall cease,  without  prejudice to any
     other remedies that may be available to the Company.

     (a) Covenant Concerning Confidential Information.  You acknowledge that, by
     reason of your duties for Company you had access to and were  brought  into
     frequent  contact with and became  informed of  confidential or proprietary
     information which the Company possesses or to which the Company has access,
     and which  related to the Company  and/or its  business,  is not  generally
     known to the  public  or in the  trade and is a  competitive  asset  and/or
     constitutes a "trade  secret," as that term is defined by the laws of Utah,
     of the  Company  (collectively,  "Confidential  Information").  You further
     acknowledge  and agree  that  Confidential  Information  includes,  without
     limitation, all information,  whether reduced to writing (or in a form from
     which information can be obtained,  translated,  or derived into reasonably
     usable  form),  or  maintained  in  your  mind  or  memory,  which  derives
     independent  economic  value,  actual or potential,  from not being readily
     known to or ascertainable by proper means by others who can obtain economic
     value from the  disclosure or use of such  information,  including  without
     limitation,  non-public  (A) planning  data and marketing  strategies;  (B)
     terms  of any new  products  and  investment  strategies;  (C)  information
     relating to personnel matters;  (D) financial results and information about
     business  condition;  (E) terms of any  investment,  management or advisory
     agreement or other material contract;  (F) proprietary software and related
     documents;  (G) client and  prospecting  lists and contact  persons at such
     clients  and  prospects;   (H)  business   relationships   (prospective  or
     otherwise);  and (I)  material  information  concerning  Customers or their
     operations,  condition  (financial  or  otherwise)  or  plans.  You  hereby
     acknowledge  and agree that  reasonable  efforts have been put forth by the
     Company to maintain the confidentiality of such Confidential Information.

     (b)  You  acknowledge  that  your  employment  created  a  relationship  of
     confidence and trust on your part with respect to Confidential  Information
     to which you have access  during  your  employment,  and that  Confidential
     Information,  whether compiled or created by you or the Company is and will
     remain  the  sole  property  of the  Company.  You  faithfully  shall  keep
     Confidential  Information  in  strict  confidence  and  shall  not,  either
     directly or indirectly,  at any time, make known, divulge, reveal, furnish,
     make available,  or use Confidential  Information without the prior written
     consent  of an  authorized  officer  of the  Company.  You  understand  and
     acknowledge  that your  obligations  under this  Section  8(a) will survive
     termination  of your  employment,  regardless of reason,  and will continue
     indefinitely unless and until any such Confidential Information has become,
     in Company's  reasonable  judgment,  stale,  or, through no fault of yours,
     generally  known to the public or you are required by law (after  providing
     the  Company  with prior  notice and a prior  opportunity  to contest  such
     requirement) to make disclosure.

     (c) You shall not, directly or indirectly,  use the Company's  Confidential
     Information to compete with the business or activities of the Company.

     (d) Covenant Concerning Solicitation of Customers.

          (i)  While you remain  employed  by the Company and for two years from
               the Resignation Date (the "Restricted Period"), you shall not, in
               any capacity,  directly or  indirectly,  alone or with others (A)
               solicit of any Customer  business  that is  competitive  with the
               Company's  current  business  or planned  business,  (B)  divert,
               entice,  or otherwise  take away from the Company the business or
               patronage of any Customer,  (C) solicit or induce any Customer to
               terminate or reduce its business  relationship  with the Company;
               (D) refer a Customer to another  provider of services or products
               competitive  with those of the Company;  or (E) attempt to do any
               of the foregoing.

          (ii) For  purposes  of this  Section  8(b),  "Customer"  refers to any
               person or entity with whom you had contact in your capacity as an
               employee of Company and who (A) is  purchasing  goods or services
               from the  Company  on the  Resignation  Date , (B) has  placed an
               order(s)  for  goods  or  services  with  the  Company  as of the
               Resignation Date, (C) regularly  purchases goods or services from
               the Company,  even if no orders are pending as of the Resignation
               Date, (D) has purchased goods or services from the Company within
               six  (6)  months  preceding  the  Resignation  Date,  or (E)  you
               solicited, directly or indirectly, in whole or in part, on behalf
               of Company within one (1) year preceding the Resignation Date.

     (e) Covenant Concerning Solicitation of Employees.

          (i)  During  the  Restricted  Period,  you shall not in any  capacity,
               directly or indirectly:  (A) solicit, encourage or take any other
               action which is intended to induce any Person to terminate his or
               her  employment  or  other  relationship  with the  Company;  (B)
               interfere  in any  manner  with  the  contractual  or  employment
               relationship  between the Company and any Person;  or (C) hire or
               retain any Person.

          (ii) For purposes of this Section 8(c),  the term  "Person"  refers to
               any individual who provided services to the Company,  directly or
               indirectly, as an employee,  independent contractor or consultant
               (other than entities and individuals working for entities such as
               law firms, accounting firms or management consulting firms) on or
               after January 1, 2001.

     (f) Covenant Concerning Unfair  Competition.  During the Restricted Period,
     you shall not  directly  or  indirectly  engage in  (whether  as  employee,
     consultant,  proprietor,  partner,  director  of  otherwise),  or have  any
     ownership  interest  in,  or  participate  in  the  financing,   operation,
     management or control of, any person, firm, corporation or business that is
     a Restricted  Business in a Restricted  Territory without the prior written
     consent of the Chief Executive Officer of Novell. You acknowledge and agree
     in your capacity as Senior Vice  President of Field  Operations for Novell,
     you had access to Confidential Information,  including, without limitation,
     Novell's  business plans and strategies,  especially with respect to sales,
     marketing and product development, and that you had access to and benefited
     from Novell's  goodwill with its customers and prospective  customers.  You
     further  acknowledge  and agree that your use or disclosure of Confidential
     Information or  misappropriation  of Novell's  goodwill would be especially
     harmful  to  Novell.  You  further  acknowledge  and agree that it would be
     impossible for you to perform any services for or on behalf of a Restricted
     Business  without  using and/or  disclosing  (inadvertently  or  otherwise)
     Confidential  Information or misappropriating  (inadvertently or otherwise)
     goodwill of Novell. You agree that this Section 8(d) is intended to protect
     Confidential  Information  and  goodwill  and is  reasonably  and  narrowly
     drafted for that purpose.

     For purposes of this Agreement,  the term "Restricted  Business" shall mean
     any of the following entities or their respective affiliates; International
     Business Machines; Sun Microsystems;  Microsoft;  Oracle; Genuity; Critical
     Path; Network Appliances;  Cashflow; or Entegrity ("Restricted Companies").
     You acknowledge and agree that in your capacity as Senior Vice President of
     Field  Operations for Novell,  you had access to Confidential  Information,
     including, without limitation, Novell's business plans and strategies, that
     use or disclosure of that Confidential  Information to Restricted Companies
     would be especially  harmful to Novell and that it would be impossible  for
     you to perform  any  services  for or on behalf of the  foregoing  entities
     without  using or  disclosing  (inadvertently  or  otherwise)  Confidential
     Information.  You agree  that this  Section  8(d) is  intended  to  protect
     Confidential  Information  and is reasonably and narrowly  drafted for that
     purpose.  You further acknowledge and agree that this Section 8(d) does not
     prohibit  or  restrain  you from  pursuing  an  entire  business,  trade or
     profession and that the skills, experience and training that qualify you to
     be a Sr. V.P. of Field Operations are readily  transferable to a wide range
     of business pursuits beyond the limited restrictions contained herein..

     For purposes of this Agreement,  the term "Restricted Territory" shall mean
     the counties, cities, municipalities or states of the United States.

     (g)  Cooperation.  You shall  cooperate fully with Novell in the defense or
     prosecution of any claims or actions now in existence or which
     may be brought in the future against or on behalf of Novell which relate to
     events or occurrences  that  transpired  while you were employed by Novell.
     Your full  cooperation  in  connection  with such  claims or actions  shall
     include,  but not be limited to,  being  available  to meet with counsel to
     prepare for  discovery or trial and to act as a witness on behalf of Novell
     at mutually  convenient  times.  Similarly,  you shall cooperate fully with
     Novell in connection with any investigation or review by any federal, state
     or local agency or regulatory authority as any such investigation or review
     relates to events or occurrences that transpired while you were employed by
     Novell.  Novell shall attempt to make requests for such  cooperation  so as
     not to interfere  with your search for or  performance  of your  subsequent
     employment.  Novell  shall  provide and  reimburse  you for any  reasonable
     out-of-pocket  expenses  incurred in connection  with your  performance  of
     obligations pursuant to this Section 8(e).

     (h) Nondisparagement.  You shall not take any action or make any statement,
     written or oral, to any person which disparages or criticizes Novell or its
     affiliates, or their officers, directors, employees, or practices, or which
     could disrupt or impair its or their normal operations. Novell shall direct
     its senior  managers  who are  informed of this  Agreement  not to take any
     action  or make  any  statement,  written  or  oral,  which  disparages  or
     criticizes you.

     (i)  Return of  Property.  All  documents,  records,  materials,  software,
          equipment,  and other physical property,  and all copies of any of the
          foregoing, whether or not pertaining to Confidential Information, that
          have come into your  possession  or been produced by you in connection
          with your  employment  ("Property")  have been and  remain  solely the
          property of the Company. You agree that you will return to the Company
          all Property immediately.

     (j) Disclosure of Certain Provisions.  You shall disclose the existence and
     terms of this Section 8 to any prospective employer, partner or co-venturer
     prior  to  entering  into an  employment,  partnership  or  other  business
     relationship with such person or entity.

     (k) Breach.  You specifically  acknowledge and agree that (i) any breach by
     you of the  provisions of Section 8 of this Agreement will result in
     irreparable  injury to the  Company,  (ii) a remedy at law alone will be an
     inadequate  remedy  for such  breach,  and (iii) in  addition  to any other
     remedy  the  Company,  it  shall be  entitled  (a) to  discontinue  further
     payments  to  you,  (b) to  immediate  return  by you of all  consideration
     theretofore  provided to you under this  Agreement,  and (c) to enforce the
     specific  performance of this Agreement by and to obtain both temporary and
     permanent  injunctive  relief  without  the  necessity  of  proving  actual
     damages.

     (l)  Interpretation.  The  covenants  contained  herein are  intended to be
     construed as a series of separate covenants,  one for each county, city and
     state or other political  subdivision within the United States.  Except for
     geographic coverage,  each such separate covenant shall be deemed identical
     in terms to the covenants contained in the preceding paragraphs. If, at any
     judicial  proceeding,  the  court  shall  refuse  to  enforce  any of these
     separate covenants (or any part thereof) deemed included in such paragraphs
     (after  giving  effect to  Section 10  below),  then such an  unenforceable
     covenant  (or such  part)  shall  be  deemed  to be  eliminated  from  this
     Agreement for the purpose of those  proceedings to the extent  necessary to
     prevent  the  remaining  separate  covenants  (or  portions  thereof) to be
     enforced.

9.   Confidentiality of Agreement

     You agree that you shall keep the terms of this  Agreement  terms  strictly
     confidential  except as provided in Paragraph 8(h) hereof.  Notwithstanding
     the  foregoing,  nothing in this  Agreement  shall  prevent you from making
     disclosure  regarding the terms of this Agreement (a) to your attorneys and
     accountants,  but only to the extent necessary to receive legal, accounting
     or tax advice, or (b) unless required by court order or other legal process
     after first providing  Novell with notice and an opportunity to oppose such
     order or process.

10.  Severability

     You agree that if any portion or provision of this  Agreement  shall to any
     extent  be  declared  illegal  or  unenforceable  by a court  of  competent
     jurisdiction,  then the court may amend such  portion or provision so as to
     comply  with the law in a manner  consistent  with  the  intention  of this
     Agreement,  the remainder of this  Agreement,  or the  application  of such
     illegal or unenforceable  portion or provision in circumstances  other than
     those as to which it is so declared illegal or unenforceable,  shall not be
     affected thereby, and each portion and provision of the Plan shall be valid
     and enforceable to the fullest extent permitted by law. 11. Applicable Law,
     Jurisdiction and Venue

     This Agreement  shall be deemed to be made and entered into in the State of
     Utah, and shall in all respects be interpreted, enforced and governed under
     the  internal  laws  of  Utah,  without  giving  effect  to  choice  of law
     principles  thereunder.  To that  extent,  you  hereby  agree to consent to
     exclusive  personal  jurisdiction and venue of the State and Federal courts
     situated within or for Utah for purposes of enforcing this  Agreement,  and
     waive any objection that you might have to personal  jurisdiction  or venue
     in those courts.

12.  Assignment; Successors and Assigns, etc.

     Neither the Company nor you may make any  assignment  of this  Agreement or
     any interest  herein,  by operation of law or otherwise,  without the prior
     written  consent of the other party;  provided  that the Company may assign
     its rights under this  Agreement  without your consent in the event that it
     shall  effect a  reorganization,  consolidate  with or merge into any other
     corporation,  partnership,  organization or other entity ("Purchaser"),  or
     transfer  all or  substantially  all of its  properties  or  assets  to any
     Purchaser  and  provided  further,  the Company  shall ensure that any such
     Purchaser assumes the remaining payment obligations under Sections 3, 4 and
     5 above.  This Agreement  shall inure to the benefit of and be binding upon
     the   Company   and   you,   their   respective   successors,    executors,
     administrators, heirs and permitted assigns.

13.  Notices, Acknowledgments and Other Terms

     You are advised to consult with an attorney before signing this Agreement.

     This  Agreement  constitutes  the  entire  agreement  between  you  and the
     Company,  and all  previous  agreements  or  promises  between  you and the
     Company, with the exception of those Option Agreements and Restricted Stock
     Agreements and the equity plan(s) to which they relate as described  herein
     and the Intellectual  Property Agreement by and between you and the Company
     dated  October  3,  1995,  are  hereby  superseded,  null,  and  void.  You
     understand and agree that this is a full and final  agreement  applying not
     only to all claims as described above that you know of, anticipate, or have
     been told about,  but also to all claims that are  unknown,  unanticipated,
     and undisclosed to you.

     You acknowledge that you have been given the opportunity, if you so desire,
     to consider this Agreement for twenty-one (21) days before executing it. If
     not signed by you and returned to me so that I receive it within twenty-one
     (21) days of your  receipt of the  Agreement,  this  Agreement  will not be
     valid.  In addition,  if you breach any of the  conditions of the Agreement
     within the twenty-one (21) day period,  the offer of this Agreement will be
     withdrawn  and your  execution of the Agreement  will not be valid.  In the
     event  that  you  execute  and  return  this  Agreement  within  less  than
     twenty-one  (21) days of the date of its delivery to you,  you  acknowledge
     that such decision was entirely  voluntary and that you had the opportunity
     to  consider  this  letter  agreement  for the entire  twenty-one  (21) day
     period. You further agree that any changes to this Agreement  negotiated by
     the  parties  since it was first  presented  to you on July 12, 2001 do not
     start a new twenty-one (21) day period. The Company acknowledges that for a
     period of seven (7) days from the date of the execution of this  Agreement,
     you shall retain the right to revoke this  Agreement by written notice that
     I receive before the end of such period,  and that this Agreement shall not
     become  effective or enforceable  until the  expiration of such  revocation
     period.

     By  signing  this  Agreement,   you  acknowledge  that  you  are  doing  so
     voluntarily.  You  also  acknowledge  that  you  are  not  relying  on  any
     representations  by the Company or any other  representative of the Company
     concerning the meaning of any aspect of this Agreement.

     In the event of any dispute,  this Agreement shall be construed as a whole,
     shall be interpreted in accordance with its fair meaning,  and shall not be
     construed strictly for or against either you or the Company. The law of the
     State of Utah shall govern any dispute about this Agreement,  including any
     interpretation  or enforcement of this Agreement,  without giving effect to
     the  conflict  of laws  principles  of Utah  law.  In the  event  that  any
     provision or portion of a provision of this  Agreement  shall be determined
     to be  unenforceable,  the remainder of this Agreement shall be enforced to
     the fullest extent  possible as if such provision or portion of a provision
     were  not  included.  This  Agreement  may be  modified  only by a  written
     agreement signed by you and an authorized representative of the Company.






     If you agree to these  terms,  please  sign and date below and return  this
     Agreement to me within the time limitation set forth above.

                                                 Sincerely,

                                                 NOVELL, INC.

                                        By:      /s/ Alan J. Friedman  8/10/01



                                                 Accepted and agreed to:

                                      /s/ Richard A. Nortz           Aug 6, 2001
                                      ------------------------------------------
                                          Richard A. Nortz           Date