Master Services Agreement - Linuxcare Inc. and NEC Software Ltd.


                           MASTER SERVICES AGREEMENT

     This agreement ("Agreement") is made as of June 1, 1999 ("Effective Date"),
between Linuxcare, Inc., a Delaware corporation with an office at 650 Townsend
Street, San Francisco, CA 94103, USA (Phone: 415-354-4878; Fax: 415.701.7457)
("Linuxcare") and the "Customer" listed below.

Customer: NEC Software Ltd.                Contact: Atsuo Suzuki
Address:  1-18-6 Shinkiba Koutou-Ku        Phone:   +81-3-5569-3251
          Tokyo 136-8608, Japan            Fax:     +81-3-5569-3308
                                           E-Mail:  suzuki@d2.bsd.nes.nec.co.jp

                             SERVICES INFORMATION
 
                    Service Level:          Gold SLA as defined in Exhibit B
                    Service Fee Period:     October 1, 1999 - September 30, 2000
                    Service Incident Cap:   40
                    Service Fee:            *    

                               SERVICES PROVIDED

     Subject to payment of all applicable fees, Linuxcare will use reasonable
commercial efforts to perform the support services specified in the Statement of
Work ("SOW") attached hereto as Exhibit B ("Services") and incorporated herein,
in accordance with the Terms and Conditions attached hereto as Exhibit A, and
incorporated herein (collectively the "Exhibits"). Linuxcare may change the SOW,
the Service Fee, and the services that will be performed for a particular
Service Level, at any time; such changes will take effect at the beginning of
the next Service Fee Period. Customer understands that Linuxcare's performance
is dependent in part on Customer's actions. Accordingly, any dates or time
periods relevant to performance of Services by Linuxcare shall appropriately and
equitably extended to account for any delays resulting from changes to Customer
products or otherwise due to Customer. Customer may request additional hours or
levels of Services ("Extended Services"), which Linuxcare may provide at
Linuxcare's sole discretion, provided that Customer pays Linuxcare's then
current fees for such Extended Services.

     The Exhibits contain, among other things, warranty disclaimers and
     ------------------------------------------------------------------
liability limitations. Any different or additional terms of any related purchase
---------------------
order, confirmation, or similar form even if signed by the parties after the
date hereof shall have no force or effect. References in this Agreement or the
Exhibits to a capitalized term appearing on this cover page shall have the
meaning or value of such term on this cover page.

NEC Software: Linuxcare:

By: /s/ YOSHINARI FURUMICHI          By: /s/ Justin T. Powell

Name: YOSHINARI FURUMICHI            Name: Justin T. Powell
      -------------------                  ----------------

Title: GENERAL MANAGER               Title: Director of Asia Pacific Operations
       ---------------                      -----------------------------------

[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO 
THE OMITTED PORTIONS.


 
                                   EXHIBIT A

                             TERMS AND CONDITIONS

1.   Training. Subject to payment of all fees, Linuxcare will provide the
     --------
     training specified in Linuxcare's current, published "Linuxcare Training
     Programs" documentation. Unless otherwise arranged between Customer and
     Linuxcare, all training shall occur at Linuxcare's facilities in San
     Francisco, California. The fees for training will be Linuxcare's current,
     published training fees, less the Training Discount ("Training Fees").

2.   Fees and Payment. Customer shall pay Linuxcare the fees for the selected
     ----------------
     Service Level shown in the Services Information section of this Master
     Services Agreement for each Service Fee Period. ("Service Fees"). Customer
     will pay the Service Fees for the initial Service Fee Period within 30 days
     of the Effective Date. Customer will pay the Service Fees for subsequent
     Service Fee Periods within 30 days after receipt of Linuxcare's invoice.
     Customer will also pay Linuxcare all Training Fees and Extended Services
     fees within 30 days after receipt of Linuxcare's invoice therefor. All
     payments are non-refundable. Any payments over 15 days overdue will bear a
     late payment fee of the lower of 1.5% per month of the outstanding balance
     or the maximum rate allowed by law. Linuxcare shall refund to Customer any
     amounts actually paid to Linuxcare by Customer which exceed amounts due
     hereunder, minus any costs, fees, taxes, duties or other implications, if
     any, arising in connection with such overpayment.

3.   Proprietary Rights. As between the parties, Linuxcare will retain all
     ------------------
     right, title and interest in and to any software, tools, techniques, and
     other materials used in connection with providing the Services ("Linuxcare
     Materials"). As between the parties, Customer will retain all right, title
     and interest in and to any software, products, documentation and other
     materials it supplies. Linuxcare hereby assigns to Customer all right,
     title and interest, in any work product created as part of the Services
     ("Work Product"), but this assignment does not include any portion of the
     Linuxcare Materials, and will not prevent Linuxcare from using the
     expertise, ideas and know-how learned while performing Services for other
     purposes (including, without limitation, for itself or on behalf of third
     parties).

4.   Confidential Information. Each party ("receiving party") agrees that all
     ------------------------
     code, inventions, algorithms, know-how and ideas and all other business,
     technical and financial information it obtains from the other party
     ("disclosing party"), but not including work product that is assigned to
     Customer by Linuxcare pursuant to Section 3, are the confidential property
     of the disclosing party ("Confidential Information" of the disclosing
     party). Except with the consent of the disclosing party, the receiving
     party shall hold in confidence and not use or disclose any Confidential
     Information of the disclosing party for at least five (5) years after this
     Agreement expires or otherwise terminates. The receiving party's
     nondisclosure obligation shall not apply to information it can document:
     (i) is generally available to the public other than through breach of this
     Agreement; (ii) is rightfully disclosed to the receiving party by a third
     party; (iii) is independently developed by the receiving party without use
     of any Confidential Information of the disclosing party, or (iv) is
     disclosed to pursuant to law or an order requirement, guidance, or request
     of a court or government authority. Because of the unique and proprietary
     nature of the Confidential Information, it is understood and agreed that
     the disclosing party's remedies at law for a breach by the receiving party
     of its obligations under this Section will be inadequate and that the
     disclosing party shall be entitled to equitable relief (including without
     limitation provisional and permanent injunctive relief and specific
     performance). Nothing stated herein shall limit any other remedies provided
     under this Agreement or available to the disclosing party at law. Upon
     expiration or termination of this Agreement for any reason, each party will
     return all copies of all Confidential Information of the other party in its
     possession or control.

5.   Termination. This Agreement will have an initial term of the earlier of one
     -----------
     year from the Effective Date or the date that Customer uses up its
     Incidences under its Service Level (initial "Service Fee Period") and shall
     automatically renew on each anniversary of the initial Service Fee Period
     for subsequent Service Fee Periods (subject to payment of Linuxcare's then
     current rates for additional Incidences) 


 
     unless terminated by either party. For the purposes of this Agreement,
     "Incident" shall mean a single identified customer issue or problem. Each

                                                                     Page 1 of 3


 
     Incident is only valid during the Service Fee Period it was purchased in.
     One call or e-mail may include multiple Incidents, and a single Incident
     may require more than one call or e-mail to resolve. Either party may
     terminate this Agreement upon thirty (30) days written notice to the other
     party, except if Linuxcare is terminating the Agreement such termination
     will not be effective until the end of any fully paid-up Service Fee
     Period. Linuxcare may terminate this Agreement at any time in the case of
     non-payment by Customer of any fees, unless Customer pays such fees in full
     within ten (10) days after such notice. Sections 4, 5, 7, 8, and 9 of this
     Agreement, and all accrued rights to payment, shall survive termination.
     Termination is not an exclusive remedy and all other remedies will be
     available whether or not termination occurs.

6.   Warranty and Disclaimer. Linuxcare hereby warrants to Customer, and only
     -----------------------
     Customer, that all Services shall be performed in a professional and
     workmanlike manner. THE PARTIES ACKNOWLEDGE THAT THIS IS AN AGREEMENT FOR
     SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT FOR THE FOREGOING,
     LINUXCARE MAKES NO OTHER WARRANTIES OR REPRESENTATIONS AS TO THE SERVICES
     RENDERED, AND HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES,
     INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,
     FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. LINUXCARE FURTHER
     DISCLAIMS ANY WARRANTY THAT THE SERVICES WILL SUCCEED IN RESOLVING ANY
     PROBLEM, OR THAT ANY WORK PRODUCT OF THE SERVICES WILL BE FREE FROM PROGRAM
     ERRORS.

7.   Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR
     -----------------------
     OTHERWISE, AND EXCEPT FOR BODILY INJURY, LINUXCARE SHALL NOT BE LIABLE OR
     OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY
     CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY:
     (I) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID TO IT
     HEREUNDER WITH RESPECT TO THE APPLICABLE SERVICES; (II) FOR ANY COST OF
     PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; OR (III)
     FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA.

8.   NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE OR OBLIGATED WITH RESPECT
     TO THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE,
     STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY: (I) FOR ANY MATTER
     BEYOND ITS REASONABLE CONTROL, OR (II) FOR ANY INCIDENTAL, INDIRECT OR
     CONSEQUENTIAL DAMAGES OR LOST PROFITS.

9.   Legal Compliance. Customer shall comply with the U.S. Foreign Corrupt
     ----------------
     Practices Act and all applicable export laws, restrictions, and regulations
     of the U.S. and foreign agency or authority. Each party agrees that it
     shall comply with applicable law in performance of its obligations under
     this Agreement.

10.  Miscellaneous. This Agreement is not assignable or transferable by Customer
     -------------
     without the prior written consent of Linuxcare; any attempt to do so
     shall be void. Linuxcare may assign this Agreement in whole or in part, or
     subcontract the performance of Services to third parties. Services may be
     used solely by Customer for Customer's internal use for Customer's own
     benefit. The parties agree that they are independent contractors and that
     this Agreement and relations between Linuxcare and Customer hereby
     established do not constitute a, joint venture, agency or contract of
     employment between them, or any other similar relationship. Neither party
     has the right or authority to assume or create any obligation or
     responsibility on behalf of the other. Any notice, report, approval or
     consent required or permitted hereunder shall be in writing. No failure or
     delay in exercising any right hereunder will operate as a waiver thereof,
     nor will any partial exercise of any right or power hereunder preclude
     further exercise. If any provision of this Agreement shall be adjudged by
     any court of competent jurisdiction to be unenforceable or invalid, that
     provision shall be limited or eliminated to the minimum extent necessary so
     that this Agreement shall otherwise remain in full force and effect and
     enforceable. Any waivers or amendments shall be effective only if made in
     writing. This Agreement is the complete and exclusive statement of the
     mutual understanding of the parties and supersedes and cancels all previous
     written and oral agreements and communications relating to the subject
     matter of this Agreement. The prevailing party in any action to enforce
     this Agreement will be entitled to recover its attorney's fees and costs in
     connection with such action.

                                                                     Page 2 of 3


 
11.  Governing Law and Jurisdiction. This Agreement which is in English, shall
     ------------------------------
     be interpreted in accordance with the commonly understood meaning of
     the words and phrases hereof in the United States of America. Any dispute,
     controversy or claim arising out of or relating to this Agreement or to a
     breach thereof, including its interpretation, performance or termination,
     shall be finally resolved by arbitration. The arbitration shall be
     conducted in English and in accordance with the commercial rules of the
     International Chamber of Commerce which shall administer the arbitration
     and act as appointing authority. The arbitration, including the rendering
     of the award, shall take place in San Francisco, California which shall be
     the exclusive forum for resolving such dispute, controversy or claim. For
     the purposes of this arbitration, the provisions of this Agreement and all
     rights and obligations thereunder shall be governed and construed in
     accordance with the laws of the State of California. United States of
                                              ----------
     America, without regard to the conflicts of laws provisions thereof. The
     decision of the arbitrators shall be binding upon the parties hereto, and
     the expense of the arbitration (including without limitation the award of
     attorneys' fees to the prevailing party) shall be paid as the arbitrators
     determine. The decision of the arbitrators shall be executory, and judgment
     thereon may be entered by any court of competent jurisdiction.
     Notwithstanding anything contained in this Paragraph, each party shall have
     the right to institute judicial proceedings against the other party or
     anyone acting by, through or under such other party in any federal or state
     court located within the County of San Francisco, CA, USA in order to
     enforce the instituting party's rights hereunder through reformation or to
     obtain injunctive relief ("Court Actions"). Accordingly, each party agrees
     to the exclusive and personal jurisdiction of the state and federal courts
     located within the County of San Francisco, CA, USA for such Court Actions.

NEC Software:                        Linuxcare:

By: /s/ YOSHINARI FURUMICHI          By: /s/ Justin T. Powell

Name: YOSHINARI FURUMICHI            Name: Justin T. Powell

Title: GENERAL MANAGER               Title: Director of Asia Pacific Operations

                                                                     Page 3 of 3


 
                                   EXHIBIT B

                               STATEMENT OF WORK

CONTROL

     Document ID                    NES_SOW                                  
     Location                       /Documents/Linuxcare/NEC/NES/NES_SOW.doc 
     Originator                     Jay Powell                               
     Issue Date                     9/21/1999                                
     Status                         Approved                                 
     Version                        1.0                                      
 
DISTRIBUTION
 
     Linuxcare                      Jay Powell, Jim Fisher
     NES                            Atsuo Suzuki
 
     VERSION                 MODIFIED BY   DATE      DESCRIPTION
 
     0.1                     Jay Powell    08/23/99  Draft Proposal
     0.2                     Jay Powell    09/10/99  Revised incident cap to by
                                                     Suzuki-san of NES. as
                                                     advised by Lawyers. lower
                                                     price as proposed Minor
                                                     formatting changes

     1.0                     Jay Powell     9/21/99  Revised incident cap to
                                                     proposed by Suzuki-san of
                                                     lower price further as NEC.

                                                                     Page 1 of 7


 
                               TABLE OF CONTENTS
                               -----------------


                                                                 
1      INTRODUCTION                                                3
                                                                   
2      RELATIONSHIP OBJECTIVES                                     4
                                                                   
   2.1  SHORT-TERM OBJECTIVES                                      4
   2.2  LONG TERM OBJECTIVES                                       4
                                                                   
3      SERVICE PROPOSAL-SHORT-TERM (REF 2.1)                       5
                                                                   
   3.1  SLA SERVICES                                               5
      3.1.1  Hours of Operation:                                   5
      3.1.2  Distribution:                                         5
      3.1.3  Platforms:                                            5
      3.1.4  Phone, Web, e-mail support:                           5
      3.1.5  Resolution or report:                                 5
      3.1.6  First point of contact:                               6
      3.1.7  Authorized customer contacts:                         6
      3.1.8  Telnet access to customer's system:                   6
      3.1.9  View Active Incident Status online:                   6
     3.1.10  Software updates:                                     6
     3.1.11  Access to Script library:                             6
     3.1.12  Access to online configuration DB:                    6
   3.2  PROBLEM REPORTING PROCEDURES                               6
   3.3  SERVICE RESTRICTIONS                                       7
   3.4  SOW SERVICE PERIOD AND RENEWAL                             7


                                                                     Page 2 of 7


 
1 INTRODUCTION

This NEC Software Statement of Work No. 99-1 ("SOW") effective October 1, 1999
is agreed upon by sets forth the Agreement between Linuxcare Inc. ("Linuxcare")
and NEC Software, Ltd. ("NES") regarding the services to be provided by services
provided by Linuxcare pursuant to the Master Services Agreement between
Linuxcare and NES dated October 1, 1999.

This document is intended solely for NES and Linuxcare and is not be circulated
outside of these organizations without written consent from Linuxcare Inc.

                                                                     Page 3 of 7


 
2    RELATIONSHIP OBJECTIVES

2.1  SHORT-TERM OBJECTIVES

NES and Linuxcare shall undertake a 12-month trial composed of standard Gold
Service Level Agreement ("SLA") back-line support for NES's Linux system
integration business. The Gold SLA as specified herein will ensure that the NES
engineers are provided the support services that they require to provide the
quality of their Linux based support solutions to their business partners.
During this trial period Linuxcare and NES will evaluate their ability to work
together in the Japanese market to encourage the growth of Linux based solutions
deployed in corporate Japan.

2.2  LONG TERM OBJECTIVES

Assuming successful conclusions of the above objectives (Ref. 2.1) Linuxcare and
NES will evaluate NES entering into a "Linuxcare Certified Partner" program that
includes NES providing Linux Services across multiple lines of business
currently offered by Linuxcare.

Clarification of these objectives shall occur following evaluation of the first
year support agreement and the short-term objectives defined above (Ref. 2.1).
Should NES and Linuxcare decide to enter into a future agreement this shall
represent a separate contract from this initial backline support agreement.

                                                                     Page 4 of 7


 
3 SERVICE PROPOSAL - SHORT-TERM (REF 2.1)

Linuxcare will use reasonable commercial efforts to provide Gold SLA services,
which for purposes of this SOW has been deemed "Gold" Service Level Agreement
("SLA") as further defined in Section 3.1. These services are to be used by NES
to support NES's "Customer Base" from their Tokyo Linux support center.
"Customer Base" shall mean those third party customers, which NES has a
contractual obligation to provide Linux operating support services as of the
effective date of this SOW. Additional third party customers may be added to the
"Customer Base" with the prior written permission of Linuxcare.

3.1  SLA SERVICES

The Gold SLA is based on the following Linuxcare standard Gold SLA service
options set forth below:

3.1.1  HOURS OF OPERATION:

9am - 6pm (JST) weekdays excluding Japanese national holidays.

3.1.2  DISTRIBUTION:

Distribution support includes all major Distributions. Major Distributions are
defined as Caldera, Debian GNU/Linux, Laser5 Linux, Linux-Mandrake, LinuxPPC,
Red Hot, Slackware Linux, Stampede, SuSE, TurboLinux, UltraLinux, and Yellow
Dog.

3.1.3  PLATFORMS:

Platforms that will be supported are the Alpha, Intel, MIPS, and SPARC
platforms, and such other platforms as Linuxcare may make generally available to
its other Gold SLA service customers.

3.1.4  PHONE, WEB, E-MAIL SUPPORT:

Telephone, World Wide Web, and e-mail support services will be available during
the hours set forth above. Telephone support will be provided in the Japanese
language support subject to Linuxcare's ability (using commercially reasonable
efforts) to staff its Japanese office with trained personnel. NES and Linuxcare
will cooperate, with each providing assistance and each at their own respective
cost, to provide Japanese telephone support until such time as Linuxcare is able
to appropriately staff its Japanese office with trained personnel. Linuxcare's
shall have the right to use existing Japanese speaking staff based in its San
Francisco office to fulfill its obligations under this Section 3.1.4.

3.1.5  RESOLUTION OR REPORT:

Resolution or report will be issued one (i) business day (as defined by the
Hours of Operation) following report of an incident to Linuxcare.

                                                                     Page 5 of 7


 
3.1.6  FIRST POINT OF CONTACT:

The first point of contact for NES will be a Linuxcare level 2 engineer (as
defined by Linuxcare).

3.1.7  AUTHORIZED CUSTOMER CONTACTS:

NES shall designate two (2) Authorized customer contacts and provide their names
and contact information to Linuxcare. Linuxcare shall have no obligation to
provide support to NES personnel other than the NES Authorized customer
contacts.

3.1.8  TELNET ACCESS TO CUSTOMER'S SYSTEM:

Telnet access into the NES's support center servers provided to Linuxcare
engineers at the discretion of NES, but at no additional cost to Linuxcare.

3.1.9  VIEW ACTIVE INCIDENT STATUS ONLINE:

Linuxcare shall make summary online incident reports available to NES for each
incident reported to Linuxcare by NES.

3.1.10  SOFTWARE UPDATES:

Selected Linux software updates will be made available to NES through the
Linuxcare web site (http://www.linuxcare.com). NES rights with respect to such
                    ------------------------ 
Software updated will be

subject to the applicable of source licenses.

3.1.11  ACCESS TO SCRIPT LIBRARY:

Access to the Linuxcare Script Library will be made available to NES (and not
NES customers) through the Linuxcare web site (http://www.linuxcare.com). These
                                               ------------------------
scripts are not to be released to NES customers without prior written consent
from Linuxcare for each instance.

3.1.12  ACCESS TO ONLINE CONFIGURATION DB:

Access to the Linuxcare online configuration database will be made available to
NES through the Linuxcare web pages (http://www.linuxcare.com). This access is
                                     ------------------------
solely granted to NES and is not to be released to NES customers.

3.2  PROBLEM REPORTING PROCEDURES

When NES contacts Linuxcare with an incident report, NES shall provide the
following information:

     1.   Name of NES engineer placing the call. This individual must be one of
          the Authorized customer contacts.

                                                                     Page 6 of 7


 
     2.   Name of individual and individual's company that logged the initial
          incident report with NES.

     3.   Description of the incident.

     4.   Description of the steps taken by NES to resolve the problem locally.

Linuxcare will track this information; NES shall not intentionally (or through
gross negligence) mislead Linuxcare regarding any of the above points.

3.3  SERVICE RESTRICTIONS

The services provided by Linuxcare are to be used at NES's support center and
are intended to allow for NES to support Customer Base. NES may not use
Linuxcare services provided hereunder for the purpose of providing corporate
Linux support. Accordingly, NES shall not:

     *    Sell Linuxcare support packages to Japanese corporate customers
          without prior written consent from Linuxcare for each sale.

     *    Make any additional or conflicting representations or warranties on
          behalf of Linuxcare.

     *    Use the trademark Linuxcare name, logo, or catch phrase "At the Center
          of Linux" without prior written consent from Linuxcare in each case.

3.4  SOW SERVICE PERIOD AND RENEWAL

The initial term of this SOW shall continue for the period of 12 months of
service or 40 reported incidents, whichever comes first (the "Term"), unless
earlier terminated under this Master Service Agreement. This SOW shall renew for
additional Terms in accordance with the terms of the Master Service Agreement.
Two (2) months prior to expiration of an existing Term or at 30 reported
incidents (whichever comes first), NES and Linuxcare shall meet to: (1) evaluate
the quality of the service provided, and (2) evaluate whether it is appropriate
to adjust the duration of a future Term (including the number of incidents
reported therein), and (3) in the case of agreement with respect to an
adjustment of the duration of the Term, mutually agree in writing as to the
duration of such future Term.

NEC Software:                         Linuxcare:

By: Yoshinari Furumichi               By:  /s/ Justin T. Powell
Name: YOSHINARI FURUMICHI             Name: Justin T. Powell
Title: GENERAL MANAGER                Title: Director of Asia Pacific Operations

                                                                     Page 7 of 7




EX-10.2.9

14

MASTER SERVICES AGREEMENT WITH SUN MICROSYSTEMS




 
                                                                  EXHIBIT 10.2.9

                                             Agreement Number: _________________


                           MASTER SERVICES AGREEMENT

          This agreement ("Agreement") is made as of OCTOBER 20, 1999
("Effective Date"), between Linuxcare, Inc., a Delaware corporation with an
office at 650 Townsend Street, San Francisco, CA 94103, USA (Phone: 415-354-
4878; Fax: 415.701.7457; E-mail: _sdavidson@linuxcare.com) ("Linuxcare") and the
"Customer" listed below.

Customer: Sun Microsystems, Inc.     Contact: STEVE GRUELLE
Address: 901 San Antonio Rd.         Phone: 650-336-6321
Palo Alto, CA 94303                  Fax: 650-336-1549
                                     E-Mail: Steve.gruelle@eng.sun.com

                                     SERVICES INFORMATION

Service Fee Period:                  Oct 10, 1999 to Apr 10, 2000
Service Fee:                         [*] hour

                               SERVICES PROVIDED

          Subject to payment of all applicable fees, Linuxcare will use
reasonable commercial efforts to perform the support services specified in
Linuxcare's current, published "Linuxcare Technical Support Programs"
documentation appropriate to the Service Level selected by Customer and the
Statement of Work ("SOW") attached hereto as Exhibit A ("Services"), in
accordance with the Terms and Conditions exhibit attached to this Agreement, and
incorporated herein. In the event of any conflict between the "Linuxcare
Technical Support Programs" documentation and the SOW, the SOW shall govern.
Linuxcare may change the "Linuxcare Technical Support Programs" documentation,
SOW, the Service Fee, and the services that will be performed for a particular
Service Level, at any time; such changes will take effect at the beginning of
the next Service Fee Period. Customer understands that Linuxcare's performance
is dependent in part on Customer's actions. Accordingly, any dates or time
periods relevant to performance of Services by Linuxcare shall appropriately and
equitably extended to account for any delays resulting from changes to Customer
products or otherwise due to Customer. Customer may request additional hours or
levels of Services ("Extended Services"), which Linuxcare may provide at
Linuxcare's sole discretion, provided that Customer pays Linuxcare's then
current fees for such Extended Services.

          This Agreement includes the attached exhibits, statements of work, and
          ----------------------------------------------------------------------
contains, among other things, warranty disclaimers and liability limitations.
----------------------------------------------------------------------------
Any different or additional terms of any related purchase order, confirmation,
or similar form even if signed by the parties after the date hereof shall have
no force or effect. References in this Agreement or the exhibits to a
capitalized term appearing on this cover page shall have the meaning or value of
such term on this cover page.

Customer:                               Linuxcare:


By: /s/ Jon S. Williams                 By: /s/ Thomas W. Phillips
    -------------------                     ----------------------

Name: Jon S. Williams                   Name: Thomas W. Phillips
      ---------------                         ------------------
Title: Dir Marketing                    Title: V.P. World Wide Sales
       -------------                           --------------------- 

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO 
THE OMITTED PORTIONS.


 
                         TERMS AND CONDITIONS EXHIBIT

               1. Training. Subject to payment of all fees, Linuxcare will
                  --------
provide the training specified in Linuxcare's current, published "Linuxcare
Training Programs" documentation. Unless otherwise arranged between Customer and
Linuxcare, all training shall occur at Linuxcare's facilities in San Francisco,
California. The fees for training will be Linuxcare's current, published
training fees, less the Training Discount ("Training Fees").

               2. Fees and Payment. Customer shall pay Linuxcare the fees for
                  ----------------
the selected Service Level shown in the Services Information section of this
Master Services Agreement for each Service Fee Period. ("Service Fees").
Customer will pay the Service Fees for the initial Service Fee Period within 30
days of the Effective Date. Customer will pay the Service Fees for subsequent
Service Fee Periods within 30 days after receipt of Linuxcare's invoice.
Customer will also pay Linuxcare all Training Fees and Extended Services fees
within 30 days after receipt of Linuxcare's invoice therefor. All payments are
non-refundable. Any payments over 15 days overdue will bear a late payment fee
of the lower of 1.5% per month of the outstanding balance or the maximum rate
allowed by law. Linuxcare shall refund to Customer any amounts actually paid to
Linuxcare by Customer which exceed amounts due hereunder, minus any costs, fees,
taxes, duties or other implications, if any, arising in connection with such
overpayment.

               3. Proprietary Rights. As between the parties, Linuxcare will
                  ------------------
retain all right, title and interest in and to any software, tools, techniques,
and other materials used in connection with providing the Services ("Linuxcare
Materials"). As between the parties, Customer will retain all right, title and
interest in and to any software, products, documentation and other materials it
supplies. Linuxcare hereby assigns to Customer all right, title and interest, in
any work product created as part of the Services ("Work Product"), but this
assignment does not include any portion of the Linuxcare Materials, and will not
prevent Linuxcare from using the expertise, ideas and know-how learned while
performing Services for other purposes (including, without limitation, for
itself or on behalf of third parties).

               4. Confidential Information. Each party ("receiving party")
                  ------------------------ 
agrees that all code, inventions, algorithms, know-how and ideas and all other
business, technical and financial information it obtains from the other party
("disclosing party"), but not including work product that is assigned to
Customer by Linuxcare pursuant to Section 3, are the confidential property of
the disclosing party ("Confidential Information" of the disclosing party).
Except with the consent of the disclosing party, the receiving party shall hold
in confidence and not use or disclose any Confidential Information of the
disclosing party for at least seven (7) years after this Agreement expires or
otherwise terminates. The receiving party's nondisclosure obligation shall not
apply to information it can document: (i) is generally available to the public
other than through breach of this Agreement; (ii) is rightfully disclosed to the
receiving party by a third party; or (iii) is independently developed by the
receiving party without use of any Confidential Information of the disclosing
party. Because of the unique and proprietary nature of the Confidential
Information, it is understood and agreed that the disclosing party's remedies at
law for a breach by the receiving party of its obligations under this Section
will be inadequate and that the disclosing party shall be entitled to equitable
relief (including without limitation provisional and permanent injunctive relief
and specific performance). Nothing stated herein shall limit any other remedies
provided under this Agreement or available to the disclosing party at law. Upon
expiration or termination of this Agreement for any reason, each party will
return all copies of all Confidential Information of the other party in its
possession or control.

               5. Termination. This Agreement will have an initial term of the
                  -----------
earlier of one year from the Effective Date or the date that Customer uses up
its Incidences under its Service Level (initial "Service Fee Period") and shall
automatically renew on each anniversary of the initial Service Fee Period for
subsequent Service Fee Periods (subject to payment of Linuxcare's then current
rates for additional Incidences) unless terminated by either party. For the
purposes of this Agreement, "Incident" shall mean a single identified customer
issue or problem. Each Incident is only valid during the Service Fee Period it
was purchased in. One call or e-mail may include multiple Incidents, and a
single Incident may require more than one call or e-mail to resolve. Either
party may terminate this Agreement upon thirty (30) days written notice to the
other party, except if Linuxcare is terminating the Agreement such termination
will not be effective until the end of any fully paid-up Service Fee Period.
Linuxcare may terminate this Agreement at any


 
time in the case of non-payment by Customer of any fees, unless Customer pays
such fees in full within ten (10) days after such notice. Sections 4, 5, 7, 8,
and 9 of this Agreement, and all accrued rights to payment, shall survive
termination. Termination is not an exclusive remedy and all other remedies will
be available whether or not termination occurs.

               6. Warranty and Disclaimer. Linuxcare hereby warrants to
                  ----------------------- 
Customer. and only Customer, that all Services shall be performed in a
professional and workmanlike manner. THE PARTIES ACKNOWLEDGE THAT THIS IS AN
AGREEMENT FOR SERVICES AND NOT FOR THE SUPPLY OF GOODS. EXCEPT FOR THE
FOREGOING, LINUXCARE MAKES NO OTHER WARRANTIES OR REPRESENTATIONS AS TO THE
SERVICES RENDERED, AND HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES,
INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A


 
PARTICULAR PURPOSE, AND NONINFRINGEMENT. LINUXCARE FURTHER DISCLAIMS ANY
WARRANTY THAT THE SERVICES WILL SUCCEED IN RESOLVING ANY PROBLEM, OR THAT ANY
WORK PRODUCT OF THE SERVICES WILL BE FREE FROM PROGRAM ERRORS.

               7.  Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN
                   ----------------------- 
THIS AGREEMENT OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, LINUXCARE SHALL NOT
BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR
UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY: (I) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID TO IT
HEREUNDER WITH RESPECT TO THE APPLICABLE SERVICES; (II) FOR ANY COST OF
PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; OR (III) FOR
INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA.

     NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE OR OBLIGATED WITH RESPECT
TO THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY: (I) FOR ANY MATTER BEYOND
ITS REASONABLE CONTROL, OR (II) FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL
DAMAGES OR LOST PROFITS.

               8.  Export Control, Customer shall comply with the U.S. Foreign
                   -------------- 
Corrupt Practices Act and all applicable export laws, restrictions, and
regulations of the U.S. and foreign agency or authority.

               9.  Miscellaneous. This Agreement is not assignable or
                   -------------
transferable by Customer without the prior written consent of Linuxcare; any
attempt to do so shall be void. Linuxcare may assign this Agreement in whole or
in part, or subcontract the performance of Services to third parties. Services
may be used solely by Customer for Customer's internal use for Customer's own
benefit. The parties agree that they are independent contractors and that this
Agreement and relations between Linuxcare and Customer hereby established do not
constitute a, joint venture, agency or contract of employment between them, or
any other similar relationship. Neither party has the right or authority to
assume or create any obligation or responsibility on behalf of the other. Any
notice, report, approval or consent required or permitted hereunder shall be in
writing. No failure or delay in exercising any right hereunder will operate as a
waiver thereof, nor will any partial exercise of any right or power hereunder
preclude further exercise. If any provision of this Agreement shall be adjudged
by any court of competent jurisdiction to be unenforceable or invalid, that
provision shall be limited or eliminated to the minimum extent necessary so that
this Agreement shall otherwise remain in full force and effect and enforceable.
Any waivers or amendments shall be effective only if made in writing. This
Agreement is the complete and exclusive statement of the mutual understanding of
the parties and supersedes and cancels all previous written and oral agreements
and communications relating to the subject matter of this Agreement. The
prevailing party in any action to enforce this Agreement will be entitled to
recover its attorney's fees and costs in connection with such action.

               10. Governing Law and Jurisdiction. This Agreement, which is in
                   ------------------------------
English, shall be interpreted in accordance with the commonly understood meaning
of the words and phrases hereof in the United States of America. Any dispute,
controversy or claim arising out of or relating to this Agreement or to a breach
thereof, including its interpretation, performance or termination, shall be
finally resolved by arbitration. The arbitration shall be conducted in English
and in accordance with the commercial rules of the International Chamber of
Commerce, which shall administer the arbitration and act as appointing
authority. The arbitration, including the rendering of the award, shall take
place in San Francisco, California, which shall be the exclusive forum for
resolving such dispute, controversy or claim. For the purposes of this
arbitration, the provisions of this Agreement and all rights and obligations
thereunder shall be governed and construed in accordance with the laws of the
State of California. United States of America, without regard to the conflicts
         ----------
of laws provisions thereof. The decision of the arbitrators shall be binding
upon the parties hereto, and the expense of the arbitration (including without
limitation the award of attorneys' fees to the prevailing party) shall be paid
as the arbitrators determine. The decision of the arbitrators shall be
executory, and judgment thereon may be entered by any court of competent
jurisdiction. Notwithstanding anything contained in this Paragraph, each party
shall have the right to institute judicial proceedings against the other party
or anyone acting by, through or under such other party in order to enforce the
instituting party's rights hereunder through reformation of contract, specific
performance, injunction or similar equitable relief.


 
              STATEMENT OF WORK FOR NETBEANS IDE SUPPORT SERVICES

This Statement of Work for NetBeans IDE Support Services is the NetBeans IDE
Support Services Agreement ("Agreement") between Sun Microsystems Inc ("Sun"),
and LinuxCare, Inc. ("PROVIDER").

1.   SERVICES TO BE PROVIDED BY PROVIDER.
     ------------------------------------

     1.1  DEFINITIONS.

          1.1.1  "Business Hours" means 8:00 a.m. To 8:00 p.m. Eastern Standard
                 Time, Monday through Friday, excluding Sun holidays.
          1.1.2  "Call Back" means calls which, at the Support Customer's
                 request are handled by means of an e-mail to the contact of
                 record (as shown on the service order), by a PROVIDER support
                 engineer.
          1.1.3  "Support Customer" or "End User" means a customer who directly
                 or indirectly received distribution of NetBeans IDE products
                 from Sun or from NetBeans.
          1.1.4  "Support Services" means remote, centralized, software support
                 services of NetBeans IDE software products to be provided by
                 PROVIDER. This definition excludes on-site support services of
                 any kind.
          1.1.5  "Call" or "Calls" means Support Customer's request for service
                 transmitted via e-mail,
          1.1.6  "IAPT" means the Internet Applications and Performance Tools
                 group within the Software Products & Platforms division of Sun.
          1.1.7  "CTE" means the Escalation Support group within IAPT.
          1.1.8  "Service Order" means the documentation of a Support Services
                 Call.
          1.1.9  "FAQ" or "FAQ's" means the frequently asked questions list.

     1.2  SUPPORT SERVICES.

          1.2.1.  Services, PROVIDER will provide Support Services for Support
                  Customers during Business Hours only, Such Support Services
                  shall be limited to the NetBeans IDE software products and
                  their compatibility with any of the Linux platforms
                  (Hardware/operating system) with which they interoperate.
                  Support Services shall be provided in accordance with the
                  procedures outlined in Section 1.4 of this Exhibit A.

          1.2.2.  Assignment of Engineers. PROVIDER will assign engineers to
                  provide Support Services under this Exhibit who, at the time
                  of the assignment, are trained in providing support to
                  NetBeans IDE products.

     1.3  NETWORK COSTS. PROVIDER will be responsible for all network costs
          related to the provision of E-mail Support Services it provides from
          the inbound arrival of E-mail at the PROVIDER's site to the
          distribution of E-mail outbound from the PROVIDER's site.

     1.4  TELECOM COSTS. PROVIDER will be responsible for all outbound
          telecommunications costs related to the provision of Support Services
          it provides.

     1.5  PROCEDURES FOR SUPPORT SERVICES CALLS.

          1.5.1.  Receipt of Support Customer E-mails. CTE will forward to
                  PROVIDER Support Customer E-mail as fully described in Section
                  1.2.1. IAPT will establish a mechanism

                                    1 of 6


 
                 for the routing of Support customer E-mail to PROVIDER's
                 designated E-mail server(s). PROVIDER will identify E-mail
                 addresses required to allow proper Support Customer E-mail
                 routing and identification. PROVIDER employees shall always
                 identify themselves as "Sun Customer Care Center" employees
                 when replying or responding to Support Customer's E-mail. At no
                 time shall PROVIDER nor any of its employees or representatives
                 expose PROVIDER's identity to Support Customers.
          1.5.2. Response. PROVIDER will respond to Calls by reviewing the
                 request and providing an initial response via e-mail to Support
                 Customers within 24 hours of receipt of Call. If the Customer
                 Support E-mail is sent to "netbeans-customer-
                                           -------------------     
                 support@linuxcare.com" E-mail alias, PROVIDER will provide for
                 ---------------------
                 a 3 (three) day enclosure of the issue. Otherwise, PROVIDER
                 will provide for a 10 (ten) day closure of the issue. PROVIDER
                 will respond to Support Customer in English. Use of the phone
                 to provide support response is optional and is at PROVIDER's
                 discretion and expense. E-mail responses to Support Customers
                 shall indicate a Sun furnished e-mail address/alias, At no time
                 shall PROVIDER nor any of its employees or representatives
                 expose PROVIDER's identity to Support Customers.
          1.5.3. Data Entry. PROVIDER shall record all relevant data (reference
                 SOW paragraph 1.5) concerning the Support Customer within
                 PROVIDER's call management system. PROVIDER shall furnish this
                 information to IAPT on a weekly basis. Additionally, PROVIDER
                 shall allow IAPT electronic access to Support customer Service
                 Orders within PROVIDER's call management system in order to
                 assist with troubleshooting and to monitor Support Service
                 activity.
          1.5.4. Closure. PROVIDER acknowledges and agrees that Support Customer
                 determines when a Service Order is completed or "closed".
          1.5.5. Escalation. If PROVIDER is unable to close a Service Order
                 within seventy-two (72) hours or if PROVIDER is requested to
                 escalate by Support Customer and/or IAPT, PROVIDER will
                 escalate Service Order immediately during Business Hours to
                 IAPT by sending all relevant data from Call (reference SOW
                 paragraph 1.5) via e-mail to the CTE designated escalation
                 alias.
     1.6  DATA COLLECTION AND REPORTING. PROVIDER will collect and report the
          following data on a weekly basis. Information shall be furnished
          electronically in StarOffice Spreadsheet compatible format. For each
          call taken, PROVIDER shall furnish:

          a.   Support Customer information (Support Customer Name, State,
               Country)
          b.   Call complexity (Type of Problem, Resolution Time)
          c.   Support Customer platforms (Hardware and Operating System,
               version of Java in use)
          d.   escalated back to CTE (Y/N)
          e.   summary reporting should include:
               1)  total number of Calls
               2)  # of Calls by Support Customer location (State, Country)
               3)  # of Calls by platform
               4)  # of Calls escalated back to Sun escalation alias
               5)  average resolution time

          Additionally, PROVIDER will furnish updates to IAPT for the NetBeans
          IDE Knowledge Database or NetBeans IDE FAQ's as new information is
          discovered.

2.   SUN OBLIGATIONS.
     ----------------

     2.1  TRAINING. CTE will provide a trainer at a mutually agreeable time, who
          will be available to

                                    2 of 6


 
          PROVIDER for a minimum of five (5) business days, to train PROVIDER
          personnel with respect to Support Services. Training will be held at
          PROVIDER's San Francisco Office or at Sun's Mountain View Office.

     2.2  TOOLS AND DATABASE ACCESS. Sun will allow PROVIDER access to Sun's
          NetBeans IDE Knowledge Database and the NetBeans IDE FAQ's solely for
          the purpose of providing Support Services. PROVIDER agrees and
          acknowledges that the information contained in the Knowledge Database
          and FAQ's are hereby identified, without the need for further
          identification, as proprietary and subject to the provisions of
          Section 2.3 of this Agreement.
     2.3  ACCESS TO RESOURCE TOOLS AND INFORMATION. PROVIDER understands that
          Sun may furnish PROVIDER with resource tools and information,
          including but not limited to the non-exclusive right to use Sun's
          NetBeans IDE Knowledge Database, Sun's NetBeans IDE FAQ's, and other
          web-based resources associated with NetBeans IDE products for the
          duration of this Agreement (collectively referred to as "Tools"), for
          the sole purpose of providing Support Services to Support Customers
          under this Agreement. PROVIDER will not use the furnished Tools for
          any other purpose. Provider understands that all Tools are supplied
          "AS IS" and Sun disclaims all warranties (as set forth below in
          Section 4).
     2.4  ESCALATION POINT OF CONTACT. CTE will make known to PROVIDER the e-
          mail alias to be used when escalating a Call. CTE will provide Call
          closure information on all escalated Calls so that PROVIDER reports
          may be complete. It is the responsibility of the PROVIDER to request
          Call closure information from CTE on Calls that are escalated back to
          the escalation alias. If information is not available, PROVIDER shall
          indicate so within its report.

3.   METHOD AND CONDITIONS OF COMPENSATION
     --------------------------------------

     3.1  COMPENSATION. Sun will pay PROVIDER [*] per hour worked by PROVIDER
          personnel in the Service Order acceptance and resolution of support E-
          mail from Support Customers. A minimum of [*] and a maximum of [*] 
          will be paid for any one Call. After thirty (30) days, rates will be
          reviewed to ensure adequacy of pricing. If required, a mutually
          acceptable adjustment in pricing shall be made.

     3.2  DETERMINATION OF FEES. PROVIDER shall provide a summary timesheet of
          all employees' hours worked in support of Support Services. This
          timesheet should identify each Service Order worked on, the actual
          number of hours worked for each Call, and the billable hours for each
          Service Order.
     3.3  INVOICING OF FEES. PROVIDER's invoices will be paid in accordance with
          the payment terms set forth in Paragraph 3.4 of this Agreement.
          Invoices shall contain a summary of charges together with the Sun-
          assigned accounting purchase order number clearly identified and a
          summary timesheet as identified in SOW paragraph 3.2. Additionally,
          PROVIDER's invoices should be submitted monthly by the second Tuesday
          of the month following delivery of Support Services.
     3.4  REMUNERATION FOR SERVICE. In consideration for Support Services
          provided, Sun will provide remuneration to PROVIDER in accordance with
          the applicable support fees rates set forth in paragraph 3.1 of this
          Agreement. Remuneration will be provided within thirty (30) days after
          receipt of PROVIDER's invoice and is considered made by Sun on the
          date of mailing as evidenced by postmark. Any out-of-pocket expenses
          (e.g., travel) incurred by PROVIDER in connection with providing
          Support Services will be the sole responsibility of PROVIDER, unless
          otherwise approved in writing by Sun prior to PROVIDER incurring

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO 
THE OMITTED PORTIONS.

                                    3 of 6



 
          such expenses. Sun will only pay for actual expenses incurred by
          PROVIDER's employees at fair and reasonable rates which were pre-
          approved by Sun. PROVIDER will invoice Sun not more frequently than
          monthly and as further detailed in Paragraph 3.3 of this Agreement.

4.   PERFORMANCE STANDARDS.
     ----------------------

     4.1  WARRANTY OF PROVIDER. PROVIDER warrants that the Support Services
          shall be performed in a professional, good and workmanlike manner
          consistent with the general industry standards.

     4.2  MINIMUM STANDARDS. For thirty (30) days from the effective date of the
          Agreement, PROVIDER will be furnishing Support Services on a probation
          or trial basis. At any time during such period, Sun may terminate this
          Agreement due to: (i) a failure of PROVIDER to meet mutually developed
          performance metrics; or (ii) Sun's conclusion of a long term plan for
          supporting Calls. At the end of each month following this trial
          period, IAPT will evaluate PROVIDER's performance under this Exhibit,
          including, but not limited to, the PROVIDER's service call information
          and to conduct audits of service delivery to Support Customers.

     4.3  NO WARRANTIES. PROVIDER makes no warranties regarding materials or
          supplies provided by Sun.

5.   TERM AND TERMINATION.
     ---------------------

     5.1  TERM. This Agreement commences as of the date indicated in the
          signature block below and will continue in full force and effect for
          six (6) months, unless sooner terminated as provided herein. This
          Agreement expires automatically upon the expiration of a six (6)
          months term unless the Parties agree in writing to renew this
          Agreement for an additional six (6) months term.
     5.2  TERMINATION. Either Sun or PROVIDER may terminate this Agreement, with
          or without cause, and for any reason, at any time upon thirty (30)
          days prior written notice of termination to the other. Either Party
          may terminate this Agreement: (i) immediately, by Notice upon material
          breach by ther other Party, if such breach cannot be remedied; (ii) if
          the other Party fails to cure any remedial material breach of this
          Agreement within thirty (30) days of receipt of Notice of such breach;
          and (iii) immediately, by Notice, if the other Party becomes
          insolvent, makes a general assignment for the benefit of creditors,
          files a voluntary petition of bankruptcy, suffers or permits the
          appointment of a receiver for its business or assets, becomes subject
          to any proceeding under any bankruptcy law, whether domestic or
          foreign, or has wound up or liquidated its business voluntarily or
          otherwise. Sun also may terminate this Agreement, without giving
          notice to PROVIDER or an opportunity to cure, at any time within
          thirty (30) days from the effective date of this Agreement in
          accordance with Section 2.1 above, if PROVIDER fails to provide
          Support Services to Sun's satisfaction within the first thirty (30)
          days of this Agreement; and in such case, Sun shall compensate
          PROVIDER by paying PROVIDER, at the support fees rate described in
          this Agreement which had applied up to the date of termination, for
          the remainder of such thirty (30 days period based on the average
          daily call rate and hours spent per call as actually handled by
          PROVIDER up to the date of termination.
     5.3  EFFECT OF TERMINATION. Rights and obligations under this Agreement
          which by their nature should survive, will remain in effect after
          termination or expiration hereof. Provider agrees that it will have no
          right to damages or indemnification of any nature due to any
          expiration or termination of this Agreement, specifically including
          commercial severance pay whether

                                    4 of 6


 
          by way of loss of future profits, payment for goodwill generated or
          other commitments made in connection with the business contemplated by
          this Agreement or other similar matters.

          Within fifteen (15) days after the effective date of termination,
          PROVIDER will return to Sun, at PROVIDER's expense, all Service
          materials, Business Information, Customer Information, training
          materials, Tools, any Sun Confidential Information, and all other
          items belonging to Sun.

     6.   OPERATIONAL CONTACTS. Both parties agree to designate one (1) employee
          -------------------- 
     and one (1) backup employee who will be the principal contacts for all day-
     to-day operational activities relating to the provision of Support Services
     hereunder.

                                    5 of 6


 
     As evidenced by the authorized signatures below, Sun and PROVIDER agree
     that this Exhibit A shall be attached to and incorporated as a part of the
     Agreement.

              THE PARTIES HAVE READ AND AGREE TO BE BOUND HEREBY.

              EFFECTIVE AS OF Oct / 20 / 1999
                              ---------------

AGREED:

SUN MICROSYSTEMS, INC.                 PROVIDER:

                                       LINUXCARE, INC.

By: /s/ Jon S. Williams                By: /s/ Thomas W. Phillips
    -------------------                    ---------------------- 
Print: Jon S. Williams                 Print: Thomas W. Phillips
       ---------------                        -----------------
Title: Dir Marketing                   Title: VP World Wide Sales
       -------------                         --------------------

                                    6 of 6




EX-10.2.10

15

STAROFFICE SUPPORT SERVICES AGREEMENT WITH SUN




 
                                                                 EXHIBIT 10.2.10
                                                 Agreement Number ______________

                     STAROFFICE SUPPORT SERVICES AGREEMENT

THIS STAROFFICE AGREEMENT ("Agreement") is entered into between Sun
Microsystems, Inc., with its principal place of business at 901 San Antonio
Road, Palo Alto, California 94303 ("Sun"), and LinuxCare, Inc., with its
principal place of business at 650 Townsend Street, San Francisco, California
94103 ("Provider"). Sun and Provider are collectively referred to as the
"Parties".

1.   SCOPE. This Agreement establishes the terms and conditions under which
     Provider will provide support services for StarOffice TM software products,
     on a non-exclusive basis, to Sun Customers in Canada, the United States of
     America, and Latin America.

2.   DEFINITIONS.

     2.1  "BUSINESS INFORMATION" means: (i) the Sun business data that may be
          provided to Provider on product performance and Sun customer accounts
          in connection with the provision of Support Services, and (ii)
          information and analysis about a Sun Customer which Provider
          collects/compiles in connection with the provision of Support
          Services.

     2.2  "CUSTOMER INFORMATION" means all information belonging to a Sun
          Customer.

     2.3  "NOTICE" means written notification, delivered in person or by means
          evidenced by a delivery receipt to the other Party, which is deemed
          effective upon receipt.

     2.4  "SUPPORT SERVICES" means all support, assessment, and other services
          for StarOffice software products, as described in detail in the SOW,
          to be performed by Provider under this Agreement.

     2.5  "SERVICE MATERIALS" means those service-related materials (including
          tools, documentation, and manuals) necessary for the delivery of the
          Support Services and that will be furnished to Provider by Sun in
          accordance with the terms set forth in the SOW.

     2.6  "STATEMENT OF WORK" OR "SOW" means the statement of work (as it may be
          amended from time to time by Sun) attached to this Agreement as
          Exhibit A.

     2.7  "SUPPORT CUSTOMER" means a StarOffice products customer for which
          Support Services will be provided under this Agreement.

3.   PROVIDER OBLIGATIONS.

     3.1  SUPPORT SERVICES. This Agreement contains the terms and conditions
          which apply to Sun's purchases of Support Services from Provider.
          Notwithstanding any terms or conditions contained in any
          acknowledgement or other business forms transmitted by Provider,
          Provider will perform the work set forth in the SOW in accordance with
          the terms and conditions of this Agreement. Support Services will
          conform to the scope of work described in the SOW. Provider will
          perform Support Services as an independent contractor and in a
          professional and workmanlike manner consistent with industry standards
          and conforming to applicable product specifications. All Provider
          acknowledgements and transmittals must reference and are subject to
          this Agreement.

     3.2  PERSONNEL. Provider will secure all personnel required to perform
          Support Services pursuant to this Agreement. Provider will use
          technically qualified service personnel, as defined by Sun from time
          to time, and employ adequate safety precautions in performing its
          obligations hereunder. At Sun's request, Provider will consent to, and
          have its service personnel consent to a background check. In the event
          that Support Customers require that Sun or its subcontractors comply
          with other conditions prior to the provision of Support Services (e.g.
          drug testing), both Sun and Provider will attempt to accommodate the
          Support Customer's requirements. The Parties agree that Provider is an
          independent contractor and in no event will any personnel hired by
          Provider to provide Support Services hereunder be considered an
          employee or agent of Sun. Nothing herein will be construed to grant to
          Provider any right or authority to create any obligation, express or
          implied, on behalf of Sun, or to bind Sun or its Support Customers in
          any manner whatsoever.

     3.3  DIRECT CONTRACTING. Provider acknowledges that Sun has made a major
          investment in establishing customer relationships with the Support
          Customers for whom Provider will provide Support

[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO 
THE OMITTED PORTIONS.

                                  Page 1 of 9


 
          Services under this Agreement. Provider agrees not to solicit support
          services business on StarOffice software and products from such
          Support Customers for a period of twelve (12) months from the date of
          the last provision of Support Services under this Agreement to such
          Support Customer.

     3.4  SUN INFORMATION AND MATERIALS. Provider acknowledges and understands
          that Business Information and Service Materials (collectively "Sun
          Information and Materials") are proprietary and Sun owns all right,
          title and interest, including copyrights or other intellectual
          property rights, in and to any and all ideas, concepts, expertise,
          programs, systems, methodologies, compilations, analyses, data or
          other materials embodied in, underlying or reduced to practice in said
          Sun Information and Materials. Provider agrees that it shall use Sun
          Information and Materials solely for the purposes of performing
          Support Services.

     3.5  INDEMNITY.

          3.7.1  Provider agrees to defend, indemnify and hold harmless Sun, its
                 affiliates, directors, officers, employees and agents from and
                 against any and all claims, demands, judgments and awards and
                 expenses related thereto (including court costs and reasonable
                 fees of attorneys and other professionals) brought or
                 threatened by any third parties, including Support Customers,
                 and arising out of Provider's failure to comply with this
                 Agreement or arising out of or resulting from Provider's
                 negligent performance of Support Services or other conduct of
                 Provider's subcontractors, agents or employees in relation
                 thereto. Sun will have no authority to settle any claim without
                 the prior written consent of Provider if Provider will have any
                 obligation thereunder. Sun expressly reserves the right to
                 retain separate counsel at Sun's own expense to participate in
                 the defense or settlement of such claims.

          3.7.2  Provider shall defend Sun and/or the Support Customer against
                 any claim that Support Services furnished hereunder infringe
                 any U.S. Patent, trade secret or copyright, and will indemnify
                 Sun and/or the Support Customer against any loss, damage or
                 liability arising from final award against Sun and/or the
                 Support Customer, provided that Sun notifies the Provider
                 promptly in writing of the claim and provides Provider with
                 reasonable assistance and sole authority to defend or settle
                 such claims, at Provider's sole expense. Provider shall not be
                 liable for any claim of infringement arising from Provider's
                 conformance with specifications provided by Sun and/or the
                 Support Customer.

     3.6  INSURANCE.

          3.6.1  Minimum Insurance Required. During the term of this Agreement,
                 --------------------------   
                 Provider will obtain and maintain at its own expense, with
                 financially reputable insurers licensed to do business in all
                 jurisdictions where Support Services are performed, liability
                 insurance sufficient to protect Sun from any claims described
                 in Section 3.5 above, and in any event, no less than the
                 policies and limits set forth below. Provider will pay the
                 premiums therefor, and deliver to Sun, upon request, proof of
                 such insurance. Said insurance coverage may be modified or
                 terminated only upon thirty (30) days Notice to Sun.

                 (i)   Workers' Compensation as required under any Workers'
                 Compensation or similar law in the jurisdiction where work is
                 performed, with an Employer's Liability limit of not less than
                 One Million Dollars ($1,000,000.00) per occurrence/annual
                 aggregate;

                 (ii)  Commercial General Liability, including coverage for
                 contractual liability and products/completed operations
                 liability, with a limit of not less than Five Million Dollars
                 ($5,000,000.00) combined single limit per occurrence for bodily
                 injury, personal injury and property damage liability;

                 (iii) Business Auto insurance covering the ownership,
                 maintenance or use of any owned, non-owned hired automobile
                 with a limit of not less than One Million Dollars
                 ($1,000,000.00) per occurrence/annual aggregate for bodily
                 injury, including death and property damage liability; and

                 (iv)  Professional Liability insurance covering errors and
                 omissions, with a limit of not less than One Million Dollars
                 ($1,000,000.00) per


 
                 occurrence.

          3.6.2  CERTIFICATES OF INSURANCE. Provider will provide Sun with a
                 -------------------------
                 Certificate of Insurance showing that the foregoing insurance
                 policies are in full force and effect upon Sun's request. Any
                 approval by Sun of any insurance policies will not relieve
                 Provider of any

                                  Page 2 of 9


 
                 responsibility hereunder, including but not limited to, claims
                 in excess of limits and coverages described above. Each
                 liability insurance policy obtained by Provider will name Sun
                 as an "additional insured" except on Section 3.6.1(i). Each
                 policy will expressly provide that it will not be subject to
                 cancellation or material change without at least thirty (30)
                 days' prior Notice to Sun.

          3.6.3  Limitations. Nothing contained in this Section 3.6 limits the
                 -----------
                 Parties' liability to the other to the limits of insurance
                 certified or carried.

     3.7  PERFORMANCE. Sun will measure levels of service, quality and Support
          Customer satisfaction with the use of surveys and/or audits performed
          either by Sun personnel or an independent company engaged by Sun for
          such purpose. Provider agrees to provide, in a format acceptable to
          Sun, any and all reports and other information requested by Sun.
          Provider agrees to cooperate with any surveys and/or audits which Sun
          may request.

     3.8  QUALITY ASSURANCE. In the event that Support Services are not
          delivered in a manner consistent with the provisions of this
          Agreement, the SOW, or Sun's quality standards, Sun may request that
          the situation be cured. Upon Provider's receipt of such notice,
          Provider and Sun will jointly develop and implement within fifteen
          (15) days an action plan to remedy the situation. If the situation is
          not corrected within a total of thirty (30) days after notification of
          the problem, or within a reasonable length of time as dictated by the
          agreed upon action plan, Sun may, without incurring any penalty, sever
          Provider's provision of further Support Services to specific Customer
          accounts.

     3.9  FAIR REPRESENTATION. Provider will represent Sun fairly and will make
          no representations or guarantees, concerning Sun or the Support
          Services, which are false or misleading. Provider will comply with all
          applicable laws and regulations in performing under this Agreement.

     3.10 ACCESS TO RESOURCE TOOLS AND INFORMATION. Provider understands that
          Sun may furnish Provider with resource tools and information,
          including but not limited to the non-exclusive right to use Sun's
          StarOffice Knowledge Database, Sun's StarOffice Autotext Database, and
          other web-based resources associated with StarOffice products for the
          duration of this Agreement (collectively referred to as "Tools"), for
          the sole purpose of providing Support Services to Support Customers
          under this Agreement. Provider will not use the furnished Tools for
          any other purpose. Provider understands that all Tools are supplied
          "AS IS" and Sun disclaims all warranties (as set forth below in
          Section 11). Provider understands that the Tools are proprietary and
          Sun owns all right, title and interest, including copyrights or other
          intellectual property rights, in and to any and all ideas, concepts,
          expertise, programs, systems, methodologies, data or other materials
          embodied in, underlying or reduced to practice in said Tools.

4.   SUN'S OBLIGATIONS AND RESPONSIBILITIES.

     4.1  SUPPORT SERVICES TRAINING. Sun will furnish Provider with at least ten
          (10) business days of StarOffice software support training in
          accordance with Paragraph 2.1 of the SOW. Sun personnel furnished to
          Provider for training also will assist in auditing Provider's ability
          to furnish satisfactory Support Services to Support Customers, as
          further detailed in Paragraph 4.2 of the SOW.

     4.2  SUPPORT FEES. Sun will compensate Provider for the rendering of
          Support Services hereunder in accordance with the support fees rates
          in Paragraph 3 of the SOW and also with Section 6.1 of this Agreement.
          For a limited time and until Provider receives written notice from Sun
          otherwise, Provider will not charge Support Customers any fees,
          charges, or assessments in connection with Provider rendering Support
          Services hereunder.

5.   MUTUAL RIGHTS AND OBLIGATIONS.

     5.1  EMPLOYEE BENEFITS. Each Party is solely responsible for payment of
          wages, salaries, fringe benefits and other compensation of, or claimed
          by, its own employees including, without limitations, contributions to
          any employee benefit, medical or savings plan, and each Party also is
          solely responsible for payment of all payroll taxes including, without
          limitation, the withholding and payment of all federal, state, and
          local income taxes, FICA, unemployment 


 
          taxes, and all other applicable payroll taxes. Each Party is also
          solely responsible for compliance with applicable Workers'
          Compensation coverages for its own employees. Each Party agrees to
          indemnify and defend the other Party from all claims by any person,
          government, or agency directly relating to failure to comply with this
          section, including without limitation, any penalties and interest
          which may be assessed against the other for breach of this provision.
          Each Party will also indemnify

                                  Page 3 of 9


 
          and defend the other from all claims by any person or governmental
          agency which arise directly from any failure by that Party to comply
          with applicable Workers' Compensation laws with respect to maintenance
          of Workers' Compensation coverage for its own employees.

     5.2  COMPLIANCE WITH LAWS AND REGULATIONS. The Parties must comply with all
          applicable laws, orders, codes and regulations in the performance of
          this Agreement.

     5.3  PERMITS AND LICENSES. Provider shall acquire and maintain in good
          standing, and at its sole expense, all permits, licenses and other
          entitlements required of it in the performance of Support Services
          under this Agreement.

     5.4  DISCRIMINATION. Neither Party will discriminate in any manner against
          any individual because of race, color, religion, national origin, age,
          sex or handicap. Provider, in performing Support Services under this
          Agreement, will comply with all applicable laws, rules and regulations
          concerning the prohibition of discrimination in employment.

6.   COMMERCIAL TERMS.

     6.1  REMUNERATION FOR SERVICE. In consideration for Support Services
          provided, Sun will provide remuneration to Provider in accordance with
          the applicable support fees rates set forth in Paragraph 3 of the SOW.
          Remuneration will be provided within thirty (30) days after receipt of
          Provider's invoice and is considered made by Sun on the date of
          mailing as evidenced by postmark. Any out-of-pocket expenses (e.g.,
                                                                        ----
          travel) incurred by Provider in connection with providing Support
          Services will be the sole responsibility of Provider, unless otherwise
          approved in writing by Sun prior to Provider incurring such expenses.
          Sun will only pay for actual expenses incurred by Provider's employees
          at fair and reasonable rates which were pre-approved by Sun. Provider
          will invoice Sun not more frequently than monthly and as further
          detailed in Paragraph 3.3 of the SOW.

     6.2  PAYMENT OF EMPLOYEES. Provider will promptly pay its employees for all
          work performed. If Provider does not pay its employees on a current
          basis for work performed in connection with this Agreement, such
          nonpayment will be deemed a material breach of this Agreement and will
          entitle Sun, in addition to all other remedies, to withhold all
          further payments to Provider.

     6.3  TAXES. Provider will be responsible for the payment of any and all
          taxes and government assessments due as a result of the performance of
          Support Services or the payment thereof. Provider acknowledges and
          agrees that it is solely the responsibility of Provider to report as
          income all compensation received hereunder and Provider will indemnify
          and hold harmless Sun and its Support Customers from and against all
          claims, damages, losses, and reasonable expenses of attorneys and
          other professionals relating to any obligation to pay any sales,
          service, value-added or withholding taxes, social security,
          unemployment or disability insurance or similar charges or impounds,
          including any interest or penalties thereof, in connection with any
          payments made to Provider hereunder.

7.   RELATIONSHIP.

     7.1  Provider is not granted any exclusive rights of any nature whatsoever
          by this Agreement.

     7.2  This Agreement is not intended to create a relationship such as a
          partnership, franchise, joint venture, agency, master/servant or
          employment relationship. Neither Party may act in a manner which
          expresses or implies a relationship other than that of an independent
          contractor, nor bind the other Party. Provider will not be entitled to
          receive any employee benefits provided to Sun employees.

     7.3  Absent Sun's prior written consent, Provider will not, during the term
          of this Agreement, accept, promote or solicit orders for the provision
          of Support Services to any third party Sun service provider and/or to
          any provider of any support programs for StarOffice products. The
          obligations of Provider set out in this section are fair and
          reasonable in the commercial circumstances of this Agreement, and this
          Agreement fairly and adequately compensates Provider in 


 
          consideration for such obligations.

8.   OWNERSHIP, TRADEMARKS, LOGOS AND INVENTIONS.

     8.1  "Sun Trademarks" means all names, marks, logos, designs, trade dress
          and other brand designations used by Sun and its related companies, in
          connection with products and services. Provider may refer to Support
          Services by the associated Sun Trademarks only upon Sun's prior
          written consent and provided that such reference is not misleading and
          complies with the then current Sun Trademark and Logo Policies.
          Provider will not remove, alter, or add to any Sun

                                  Page 4 of 9


 
          Trademarks, nor will it co-logo products and services. Provider is
          granted no right, title or license to, or interest in, any Sun
          Trademarks. Provider acknowledges Sun's rights in Sun Trademarks and
          agrees that any use of Sun Trademarks by Provider will inure to the
          sole benefit of Sun. Provider agrees not to (i) challenge Sun'
          ownership or use of, (ii) register, or (iii) infringe any Sun
          Trademarks, nor will Provider incorporate any Sun Trademarks into
          Provider's trademarks, service marks, company names, internet
          addresses, domain names, or any other similar designations. If
          Provider acquires any rights in any Sun Trademarks by operation of law
          or otherwise, it will immediately at no expense to Sun, assign such
          rights to Sun along with any associated goodwill, applications, and/or
          registrations.

     8.2  All right, title and interest in and to all code, modifications,
          enhancements, derivative works of or improvements to any Service
          Materials, confidential information, or any Sun product, hardware or
          software, conceived or reduced to practice by Provider during and in
          the course of performing Support Services (collectively, "Works")
          shall be assigned to Sun at no cost and/or shall be considered "works
          made for hire" under the United States Copyright Act or other
          equivalent or similar law, to the fullest extent permitted under
          applicable law. If any Work created hereunder shall not be deemed to
          constitute a work made for hire, and/or in the event that Provider
          should, by operation of law or otherwise, be deemed to retain any
          rights in a Work, Provider will assign all right, title and interest
          in any such Work to Sun. Provider agrees to cooperate with Sun and to
          execute all documents reasonably necessary for Sun to secure
          intellectual property protection for such Works, in Sun's name, in all
          countries and jurisdictions. Provider agrees, and shall obligate
          Provider's employees to agree, that all code or information developed
          hereunder shall be kept in confidence by Provider and Provider's
          employees and shall be used only in the performance of this Agreement,
          and may not be used for other purposes except upon such terms as
          agreed to under this Agreement. Sun shall have all right, title and
          interest to such code and/or modifications. Sun shall acquire title,
          upon its delivery, to all software media and other information,
          communication, and copies of the code developed hereunder.

     8.3  Provider represents and warrants that it has agreements in place with
          its employees or will put the same in place before the effective date
          of this Agreement sufficient to enable it to comply in all respects
          with its obligations under Section 8.2. Provider will ensure that its
          employees and contractors execute such documents as may be necessary
          to waive any moral rights which they may have under applicable
          Canadian law.

9.   CONFIDENTIAL INFORMATION. If either party desires that information provided
     to the other party under this Agreement be held in confidence, that party
     will, prior to or at the time of disclosure, identify the information in
     writing as confidential or proprietary. The recipient may not disclose such
     confidential or proprietary information, may use it only for purposes
     specifically contemplated in this Agreement, and must treat it with the
     same degree of care as it does its own similar information, but with no
     less than reasonable care. These obligations do not apply to information
     which: a) is or becomes known by recipient without an obligation to
     maintain its confidentiality; b) is or becomes generally known to the
     public through no act or omission of recipient, or c) is independently
     developed by recipient without use of confidential or proprietary
     information. This Section will not affect any other confidential disclosure
     agreement between the parties. All Customer Information, Support Customers'
     identities, Business Information, Service Materials, support manuals,
     documentation and software are deemed "Sun Confidential Information", and
     Provider will hold Sun Confidential Information in confidence and use Sun
     Confidential Information only for purposes specifically contemplated by
     this Agreement. It is understood and agreed that in the event of a breach
     of this Section 9, damages may not be an adequate remedy and Sun will be
     entitled to injunctive relief to restrain any such breach, threatened or
     actual.

10.  AIRCRAFT SERVICE AND NUCLEAR APPLICATIONS. Provider acknowledges that
     Service Materials, training materials, software, products, services and
     technical data delivered by Sun are not designed or intended for use in on-
     line control of aircraft, air traffic, aircraft navigation or aircraft
     communications; or in the design, construction, operation or maintenance of
     any nuclear facility. SUN DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF
     FITNESS FOR SUCH USES.

11.  WARRANTIES; DISCLAIMERS. Provider represents and warrants that (a) all
     Support Services will be performed in a professional and workmanlike
     manner, consistent with general industry standards; and (b) any hardware,
     software, or equipment used by 


 
     Provider in the performance of Support Services which is not directly
     provided by Sun will not infringe or violate any patent, copyright, trade
     secret, contract, or other proprietary or intellectual property rights of
     any third party, and that Provider has full and complete authority to make
     disclosure of, use, and incorporate into products such hardware, software,
     or equipment in performing the Support Services. ALL OTHER EXPRESS OR
     IMPLIED

                                  Page 5 of 9


 
     CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY
     OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT,
     ARE DISCLAIMED BY BOTH PARTIES, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS
     ARE HELD TO BE LEGALLY INVALID.

12.  LIMITATION OF LIABILITY. SUN'S AGGREGATE LIABILITY TO PROVIDER FOR ANY
     HARM, LOSS, DAMAGE, EXPENSE, LIABILITY OR INJURY ARISING OUT OF ANY CLAIM,
     ACTION, SUIT, OR PROCEEDING IN CONNECTION WITH, RELATING TO OR ARISING FROM
     THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, WILL IN NO
     EVENT EXCEED THE LESSER OF (A) THE TOTAL VALUE OF ALL SUPPORT FEES PAID TO
     PROVIDER WITHIN THE PRECEDING SIX (6) MONTHS; OR (B) US$150,000. SUN SHALL
     NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR
     CONSEQUENTIAL DAMAGES IN CONNECTION WITH, RELATING TO OR ARISING FROM THIS
     AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER
     ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OR IN TORT, EVEN
     IF SUN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. LIABILITY FOR
     DAMAGES WILL BE SO LIMITED AND EXCLUDED, EVEN IF ANY REMEDY PROVIDED FOR IN
     THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

13.  TERM AND TERMINATION.

     13.1 TERM. This Agreement commences as of the date indicated in the
          signature block below and will continue in full force and effect for
          six (6) months, unless sooner terminated as provided herein. This
          Agreement expires automatically upon the expiration of a six (6)
          months term unless the Parties agree in writing to renew this
          Agreement for an additional six (6) months term.

     13.2 TERMINATION. Either Sun or Provider may terminate this Agreement,
          with or without cause, and for any reason, at any time upon thirty
          (30) days prior written notice of termination to the other. Either
          Party may terminate this Agreement: (i) immediately, by Notice upon
          material, breach by the other Party, if such breach cannot be
          remedied; (ii) if the other Party fails to cure any remedial material
          breach of this Agreement within thirty (30) days of receipt of Notice
          of such breach; and (iii) immediately, by Notice, if the other Party
          becomes insolvent, makes a general assignment for the benefit of
          creditors, files a voluntary petition of bankruptcy, suffers or
          permits the appointment of a receiver for its business or assets,
          becomes subject to any proceeding under any bankruptcy law, whether
          domestic or foreign, or has wound up or liquidated its business
          voluntarily or otherwise. Sun also may terminate this Agreement,
          without giving notice to Provider or an opportunity to cure, at any
          time within thirty (30) days from the effective date of this Agreement
          in accordance with Section 4.1 above and Paragraph 4.2 of the SOW, if
          Provider fails to provide Support Services to Sun's satisfaction
          within the first thirty (30) days of this Agreement; and in such case,
          Sun shall compensate Provider by paying Provider, at the support fees
          rate in the SOW which had applied up to the date of termination, for
          the remainder of such thirty (30) days period based on the average
          daily call rate and hours spent per call as actually handled by
          Provider up to the date of termination.

     13.3 EFFECT OF TERMINATION. Rights and obligations under this Agreement
          which by their nature should survive, will remain in effect after
          termination or expiration hereof. Provider agrees that it will have no
          right to damages or indemnification of any nature due to any
          expiration or termination of this Agreement, specifically including
          commercial severance pay whether by way of loss of future profits,
          payment for goodwill generated or other commitments made in connection
          with the business contemplated by this Agreement or other similar
          matters.

          Within fifteen (15) days after the effective date of termination,
          Provider will return to Sun, at Provider's expense, all Service
          Materials, Business Information, Customer Information, training
          materials, Tools, any Sun Confidential Information, and all other
          items belonging to Sun.

14.  IMPORT AND EXPORT LAWS. All software, services, technical data and other
     materials delivered under this Agreement are subject to U.S. export control
     laws and may be subject to export or import regulations in other countries.
     Provider agrees to comply strictly with all such laws and regulations and
     acknowledges that it has the responsibility to obtain any required licenses
     to export, re-export, transfer, whether directly or indirectly, or import
     as may be required after delivery to Provider.

15.  MISCELLANEOUS.


 
     15.1 ENTIRE AGREEMENT. This Agreement contains the terms and conditions
          which apply to all purchases of Support Services made pursuant to this
          Agreement, notwithstanding any terms or

                                  Page 6 of 9


 
           conditions contained in any acknowledgement or other business forms
           transmitted by Provider. It supersedes all prior or contemporaneous
           oral or written communications, proposals, conditions,
           representations and warranties and prevails over any conflicting or
           additional terms of any quote, order, acknowledgement, or other
           communication between the Parties relating to its subject matter
           during the term of this Agreement. All Provider acknowledgements and
           transmittals must reference this Agreement. No modification to this
           Agreement will be binding, unless in writing and signed by an
           authorized representative of each Party.

     15.2  EXHIBITS. The current version of each Exhibit is hereby incorporated
           by reference as part of this Agreement. Exhibits may be modified only
           upon written consent by both Parties.

     15.3  USE OF SUN'S NAME. Provider will not use Sun's name in any form of
           publicity or release without Sun's prior written approval.

     15.4  ATTORNEYS' FEES. In the event that any dispute arises between the
           Parties hereto with regard to any of the provisions of this Agreement
           of the performance of any of the terms and conditions hereof, the
           prevailing Party in any such dispute will be entitled to recover
           costs and expenses associated with resolving such dispute, including
           reasonable attorneys' fees.

     15.5  WAIVER OR DELAY. Any express waiver or failure to exercise promptly
           any right under this Agreement will not create a continuing waiver or
           any expectation of non-enforcement.

     15.6  GOVERNMENT CONTRACTS. With respect to any Support Services performed
           in connection with a government contract or subcontract, Provider
           agrees to be bound by all those provisions of such contract or
           subcontract which Sun is required to pass on to its subcontractors,
           and such provisions are hereby incorporated by reference.

     15.7  CHANGE OF CONTROL. In the event of the direct or indirect taking over
           or assumption of control of Provider or of substantially all of its
           assets by any government, governmental agency or other third party,
           Sun may terminate this Agreement immediately upon written notice to
           Provider.

     15.8  ASSIGNMENT. Neither Party may assign or otherwise transfer any of its
           rights or obligations under this Agreement, either in whole or in
           part, without the prior written consent of the other Party, except
           that Sun may assign this or any Agreement to an affiliated company,
           or any of these. Any assignment or delegation by Provider without
           such consent will be null and void, and will give Sun the right
           immediately to terminate this Agreement without liability for Support
           Services performed after such termination. The rights and liabilities
           of the Parties hereto will be binding upon and inure to the Parties'
           permitted successors and assigns.

     15.9  NOTICES. All Notices must be in writing and delivered either in
           person or by a means evidenced by delivery receipt to the address
           specified below. Such Notice will be effective upon receipt.

 

   
           Sun:                                             Provider:
                                                          
           Sun Microsystems, Inc.                           LinuxCare, Inc.
           901 San Antonio Road                             650 Townsend Street
           Palo Alto, California 94303                      San Francisco, California 94103
           Attn: Enterprise Services Director of            Attn: TOM PHILLIPS
                                                                  ------------
           Strategic Partners and Alliances                 VP WORLDWIDE SALES
           cc: General Counsel, Enterprise Services Legal
           500 Eldorado Boulevard, MS BRM01-200
           Broomfield, Colorado 80021
 

     15.10 SEVERABILITY. If any provision, or part thereof, in an Agreement, is
           held to be invalid, void, or illegal, it shall be severed from the
           Agreement, and shall not affect, impair, or invalidate any other
           provision, or part thereof, and it shall be replaced by a provision
           which comes closest to such severed provision, or part thereof, in
           language and intent, without being invalid, void, or illegal.


 
     15.11 MEANING OF CERTAIN WORDS. The term "includes" and "including" will
           not be construed to imply any limitation. Unless otherwise stated,
           any reference contained in this Agreement to a Section refers to the
           provision of this Agreement. Wherever the context may require, any
           pronouns used in this Agreement will include the corresponding
           masculine, feminine, or neuter forms, and the singular form of nouns
           or pronouns, including all defined terms, will include the plural and
           visa versa.

                                  Page 7 of 9


 
     15.12 HEADINGS; ORDER OF PRECEDENCE. Section titles and captions contained
           in this Agreement are for reference only and in no way define, limit,
           extend or describe the scope of this Agreement or the intent of any
           of its provisions. If any inconsistencies or conflicts arise between
           the provisions of this Agreement and the SOW, the following order of
           precedence shall apply in order of priority: (1) the Agreement, and
           (2) the SOW.

     15.13 GOVERNING LAW. This Agreement and any dispute or action related
           hereto will be governed by, and construed in accordance with, the
           laws of California and controlling U.S. federal law, excluding choice
           of law rules of any jurisdiction and the United Nations Convention
           for the International Sale of Goods.

     15.14 COUNTERPARTS. This Agreement may be executed in counterparts.

THIS AGREEMENT IS EFFECTIVE AS OF 9/24/99. THE PARTIES HAVE READ THIS AGREEMENT
AND AGREE TO BE BOUND THEREBY.

SUN MICROSYSTEMS, INC.                  PROVIDER LINUXCARE, INC.

  
By: /s/ Richard Ford                    By: /s/ Thomas W. Phillips
   -----------------------------           -----------------------------

Print: Richard Ford                     Print: Thomas W. Phillips
       ------------                            ------------------

Title: Director of Strategic Alliance   Title: V.P. World Wide Sale
       ------------------------------          --------------------

                                  Page 8 of 9


 
                                   EXHIBIT A
                               STATEMENT OF WORK

                               (attached hereto)

                                  Page 9 of 9


 
EXHIBIT A - STATEMENT OF WORK FOR STAR OFFICE SUPPORT SERVICES

     This Statement of Work for StarOffice Support Services is Exhibit A to the
     StarOffice Support Services Agreement ("Agreement") between Sun
     Microsystems Inc, ("Sun") and LinuxCare, Inc, ("PROVIDER"). This Exhibit A
     is incorporated by reference as part of the Agreement.

     1.   SERVICES TO BE PROVIDED BY PROVIDER.
          -----------------------------------

          1.1  DEFINITIONS.

               1.1.1  "Business Hours" means 8:00 a.m. to 8:00 p.m. Eastern
                      Standard Time, Monday through Friday, excluding Sun
                      holidays.

               1.1.2  "Call Back" means calls which, at the Support Customer's
                      request are handled by means of a returned telephone call
                      to the contact of record (as shown on the service order),
                      by a PROVIDER support engineer.

               1.1.3  "Support Customer" or "End User" means a customer who
                      directly or indirectly received distribution of StarOffice
                      products from Sun or from StarDivision prior to its
                      acquisition by Sun.

               1.1.4  "Live Transfer" means calls which, at the Support
                      Customer's request, are directly connected to a PROVIDER
                      support engineer.

               1.1.5  "Support Services" means remote, centralized, software
                      support services of StarOffice software products to be
                      provided by PROVIDER. This definition excludes on-site
                      support services of any kind.

               1.1.6  "Call" or "Calls" means Support Customer's request for
                      service regardless of method of transmission.

               1.1.7  "Enterprise Services" means the Enterprise Services
                      Division of Sun.

               1.1.8  "Service Order" means the documentation of a Support
                      Services Call.

          1.2  SUPPORT SERVICES.

               1.2.1  Services. PROVIDER will provide Support Services for
                      Support Customers during Business Hours only. Such Support
                      Services shall be limited to the StarOffice software
                      products and their compatibility with any of the platforms
                      (hardware/operating system) and peripheral devices (e.g.
                      printers) with which they interoperate. Support Services
                      shall be provided in accordance with the procedures
                      outlined in Section 1.4 of this Exhibit A.

               1.2.2  Assignment of Engineers. PROVIDER will assign engineers to
                      provide Support Services under this Exhibit who, at the
                      time of the assignment, are trained in providing support
                      to StarOffice products.

          1.3  TELECOM COSTS. PROVIDER will be responsible for all outbound
               telecommunications costs related to the provision of Support
               Services it provides.

                                                                     Page 1 of 5


 
          1.4  PROCEDURES FOR SUPPORT SERVICE CALLS.

               1.4.1  Receipt of Support Customer Calls. Support Customer Calls
                      will be received via phone, email, and fax. Enterprise
                      Services will establish automatic routing of Support
                      Customer phone calls, emails and faxes to PROVIDER
                      designated communication equipment. PROVIDER will identify
                      DNIS numbers, email addresses and phone numbers required
                      to allow proper Support Customer Call routing. PROVIDER
                      employees dealing with Support Customers shall identify
                      themselves as "Sun Customer Care Center" employees and
                      answer frontline calls accordingly. At no time shall
                      PROVIDER nor any of its employees or representatives
                      expose PROVIDER's identity to Support Customers.

               1.4.2  Response. PROVIDER will respond to Calls by reviewing the
                      request and providing an initial response via email to
                      Support Customers within 24 hours of receipt of Call. It
                      is understood that Support Customers corresponding via
                      email through the Sun web site may submit requests in
                      foreign languages. PROVIDER will use best efforts to
                      respond in Support Customers' native language. It is also
                      understood that some Support Customers may require
                      assistance over the phone for more complex issues.
                      PROVIDER will use its judgment to determine if phone
                      assistance is required. It is the intent of Enterprise
                      Services to change the expectations of Support Customers
                      to use electronic means for submitting requests and
                      receiving responses. Email responses to Support Customers
                      shall indicate a Sun-furnished mail address/alias. At no
                      time shall PROVIDER nor any of its employees or
                      representatives expose PROVIDER's identity to Support
                      Customers.

               1.4.3  Data Entry. PROVIDER shall record all relevant data
                      (reference SOW paragraph 1.5) concerning the Support
                      Customer within PROVIDER's call management system.
                      PROVIDER shall furnish this information to Enterprise
                      Services on a weekly basis. Additionally, PROVIDER shall
                      allow Enterprise Services electronic access to Support
                      Customer Service Orders within PROVIDER's call management
                      system in order to assist with troubleshooting and to
                      monitor Support Service activity.

               1.4.4  Closure. PROVIDER acknowledges and agrees that Support
                      Customer determines when a Service Order is completed or
                      "closed".

               1.4.5  Escalation. If PROVIDER is unable to close a Service Order
                      within twenty-four (24) hours, PROVIDER will escalate Call
                      immediately during Business Hours to Enterprise Services
                      by contacting the designated Enterprise Services point of
                      contact.

          1.5  DATA COLLECTION AND REPORTING. PROVIDER will collect and report
               the following data on a weekly basis. Information shall be
               furnished electronically in StarOffice Spreadsheet compatible
               format. For each call taken, PROVIDER shall furnish:

               a.     Support Customer information (Support Customer Name,
                      Address, City, State, Country)
               b.     type of End User (Enterprise, Educational, Personal)
               c.     Call complexity (Type of Problem, Resolution Time)
               d.     Support Customer platforms (Hardware and Operating System)

                                                                     Page 2 of 5


 
               e.   escalated back to Enterprise Services (Y/N)
               f.   method of Support Customer contact (phone, email, fax)
               g.   method of response to Support Customer (phone, email, fax)
               h.   summary reporting should include:

                    1)  total number of Calls
                    2)  # of Calls by Support Customer location (State, Country)
                    3)  # of Calls by type of End User
                    4)  # of Calls by platform
                    5)  # of Calls escalated back to Enterprise Services
                    6)  # of Calls by type of problem (e.g. registration,
                        printer drivers, etc.)
                    7)  average resolution time

          Additionally, PROVIDER will furnish updates to Enterprise Services for
          the StarOffice Knowledge Database or StarOffice Autotext Database as
          new information is discovered.

     2.   ENTERPRISE SERVICES OBLIGATIONS.
          -------------------------------

          2.1  TRAINING. Enterprise Services will provide an on-site trainer,
          who will be available to PROVIDER for a minimum of ten (10) business
          days, to train PROVIDER personnel with respect to Support Services.

          2.2  TOOLS AND DATABASE ACCESS. Enterprise Services will allow
          PROVIDER access to Enterprise Services' StarOffice Knowledge Database
          and the StarOffice Autotext Database solely for the purpose of
          providing Support Services. PROVIDER agrees and acknowledges that the
          information contained in the Knowledge and Autotext databases are
          hereby identified, without the need for further identification, as
          proprietary and subject to the provisions of Section 3.10 of the
          Agreement, Access to Resource Tools and Information.

          2.3  TELECOM COSTS. Enterprise Services will be responsible for
          inbound telecommunications costs to PROVIDER which are incurred
          through the provision of Support Services EXCEPT that Enterprise
          Services will not reimburse collect calls that are placed to PROVIDER
          by Support Customers.

          2.4  ESCALATION POINT OF CONTACT. Enterprise Services will make known
          to PROVIDER the contact information for the engineer(s) that will be
          responsible for accepting Call escalations. Enterprise Services will
          provide Call closure information on all escalated Calls so that
          PROVIDER reports may be complete. It is the responsibility of the
          PROVIDER to request Call closure information from Enterprise Services
          on Calls that are escalated back to Enterprise Services. If
          information is not available, PROVIDER shall indicate so within its
          report.

     3.   METHOD AND CONDITIONS OF COMPENSATION.
          -------------------------------------

                                                                     Page 3 of 5


 
     3.1  Compensation. Enterprise Services will pay PROVIDER [*] per hour
     worked by PROVIDER personnel in the Call acceptance and resolution of
     support requests by Support Customers. A minimum of [*] and a maximum of 
     [*] will be paid for any one Call. After thirty (30) days, rates will be
     reviewed to ensure adequacy of pricing. If required, a mutually acceptable
     adjustment in pricing shall be made.

     3.2  DETERMINATION OF FEES. PROVIDER shall provide a summary timesheet of
     all employees' hours worked in support of Support Services. This timesheet
     should identify each Service Order worked on, the actual number of hours
     worked for each Call, and the billable hours for each Call.

     3.3  INVOICING OF FEES. PROVIDER's invoices will be paid in accordance with
     the payment terms set forth in Section 6.1 of the Agreement. Invoices shall
     contain a summary of charges together with the Sun-assigned accounting
     purchase order number clearly identified and a summary timesheet as
     identified in SOW paragraph 3.2. Additionally, PROVIDER's invoices should
     be submitted monthly by the second Tuesday of the month following delivery
     of Support Services.

4.   PERFORMANCE STANDARDS.
     ----------------------

     4.1  WARRANTY OF PROVIDER. PROVIDER warrants that the Support Services
     shall be performed in a professional, good and workmanlike manner
     consistent with the general industry standards.

     4.2  MINIMUM STANDARDS. For thirty (30) days from the effective date of the
     Agreement, PROVIDER will be furnishing Support Services on a probation or
     trial basis. At any time during such period, Enterprise Services may
     terminate this Agreement due to: (i) a failure of PROVIDER to meet mutually
     developed performance metrics; or (ii) a significant reduction in the
     volume of Support Services Calls; or (iii) Enterprise Services' conclusion
     of a long term plan for supporting Calls. At the end of each month
     following this trial period, Enterprise Services will evaluate PROVIDER's
     performance under this Exhibit, including, but not limited to, the
     PROVIDER's ability to resolve calls in an accurate and timely fashion.
     Enterprise Services reserves the right to contact its Support Customers to
     verify the accuracy of PROVIDER's service call information and to conduct
     audits of service delivery to Support Customers.

     4.3  NO WARRANTIES. PROVIDER makes no warranties regarding materials or
     supplies provided by Enterprise Services.

5.   OPERATIONAL CONTACTS. Both parties agree to designate one (1) employee and
     ---------------------
one (1) backup employee who will be the principal contacts for all day-to-day
operational activities relating the provision of Support Services hereunder.

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO 
THE OMITTED PORTIONS.

                                                                     Page 4 of 5


 
As evidenced by the authorized signatures below, Sun and PROVIDER agree that
this Exhibit A shall be attached to and incorporated as a part of the Agreement.

     THE PARTIES HAVE READ AND AGREE TO BE BOUND HEREBY.
     EFFECTIVE AS OF 9 / 24 / 99
                     -   --   --

     AGREED:

     SUN MICROSYSTEMS, INC.                  PROVIDER:
                                             LINUXCARE, INC.


     By: /s/ Richard Ford                    By: /s/ Thomas W. Phillips

     Print: Richard Ford                     Print: Thomas W. Phillips
            ------------                            ------------------

     Title: Director of Strategic Alliance   Title: V.P. World Wide Sales
           ------------------------------           ---------------------

                                                                     Page 5 of 5




EX-10.3.1

16

AGREEMENT WITH EURO BUSINESS CENTER




 
                                                                  EXHIBIT 10.3.1
 
                                                   Keizersgracht 62-64
                                                   1015 CS Amsterdam
                                                   The Netherlands
                                                   Phone: 31(0)20 520 75 00
                                                   Fax: 31(0)20 520 75 10
E-mail:info@amsterdam.eurobc.nl

                                                   Bank Account no 54,91.12.332
                                                   Chamber of Commerce:
                                                   Amsterdam 33148590

                                      FAX
 
FOR        :    Mr A.F Tyde III
 
FAXNO.     :    + 1 415 701 7457
 
FROM       :    Euro Business Center
 
Our ref    :     

DATE       :    17-9-99
 
PAGES      :    7

Please contact us if incomplete or illegible: Tel.: +31 20 520 7500 / Fax: +31
20 520 7510

Dear Mr Tyde,

Herewith we fax you the contract for office A101 and a102.

Yours sincerely,

EURO BUSINESS CENTER
       AMSTERDAM


/s/ John Milhado
John Milhado
Managing Director

                                 www.eurobc.nl


 
THIS AGREEMENT is made this Friday 17 September 1999

BETWEEN:

(1)  EURO BUSINESS CENTER at Keizersgracht 62-64, Amsterdam (hereinafter
     referred to as "EBC");

(2)  and Linuxcare, Inc. (hereinafter referred to as "the client").

Our ref.

WHEREAS:

(a)  The business conducted by EBC consists of the provision of services for
     companies, by way of temporary office accommodation and facilities,
     including supervisory, administrative and secretarial services;

(b)  for the purposes of conducting its business activities as described under
     (a) above, EBC occupies premises situated at Keizersgracht 62-64, 97-99 and
     106, in Amsterdam ("the premises");

(c)  the client wishes to avail itself of said services in the manner, and under
     the terms and conditions, provided for in this Agreement.

IT IS AGREED AS FOLLOWS:

1.   (1)  EBC shall supply office A101 and A102 at Keizersgracht 106;

     (2)  the client may use the offices as its registered office under the name
          of Linuxcare, Inc.;

     (3)  the client shall not, without the prior written consent of EBC, employ
          or directly engage the services of any member of EBC's staff; each and
          any breach of this provision shall be subject to a penalty payment of
          Guilders 25,000.00 (twenty-five thousand Guilders);

     (4)  the client agrees that it will conduct its business in such a way as
          not to interfere with the business activities of any other client or
          clients of EBC; the client further agrees to instruct its designated
          employees to act accordingly; the client shall not accept any collect
          calls and shall not make use of teleservices such as message services,
          teleplus services and conference calls;

                                                                               1


 
     (5)  the client indemnifies EBC against any claims by the client or by
          third parties in respect of damages suffered as a result of the
          client's failure to fulfil its obligations under sub-clause (4).

2.   THIS AGREEMENT is entered upon for a period of 12 months and commencing on
     1 October 1999 and therefore ending on 30 September 2000. If no written
     notice is received 3 months before the end of the contract, the contract
     will automatically be renewed with 12 months.

3.   (1)  The client is entitled to use the address of EBC as its mailing
          address on its stationery and other printed matter;

     (2)  EBC shall arrange for incoming post, telephone, fax messages and other
          items which arrive at the premises for the client, to be delivered
          promptly to the client;

     (3)  should the client so require, EBC shall arrange for the client's name
          and the telephone number accorded to it to be entered in the local
          (Amsterdam) and national telephone directories at cost; in this case,
          the client shall give timely written notice of its wishes to EBC;

     (4)  the client is entitled to use the reception services operated by EBC
          at the Premises;

     (5)  besides the services described under Clause 1 (1) and Clause 3 (1) to
          (4), which are covered by the monthly service charge stated in Clause
          4 (1) below, the client is also entitled to additional services to be
          provided by EBC;

     (6)  the rights and services to which the client is entitled under the
          terms of this agreement are personal to the client and its designated
          employees, and such rights and services may not, without the prior
          written consent of EBC, be transferred or assigned to any third party.

4.   (1)  The client agrees to pay to EBC for the duration of this Agreement a
          general charge of Guilders 6,000.00 per month, including a private
          telephone and fax number(no and ), plus 17.5% VAT. Rent is payable
          three months in advance. Furthermore a deposit of Guilders 6,000.00 is
          required ;

     (2)  the security deposit referred to in sub-clause of this Clause shall be
          repaid to the client within thirty days after termination of this
          Agreement, after receipt of all outstanding amounts due by the client
          to EBC;

                                                                               2


 
     (3)  the monthly payment stated in sub-clause (1) of this Clause may be
          increased twice-yearly by EBC, provided that a minimum of one calendar
          month notice is given in writing;

     (4)  in addition, EBC shall render a Statement of any charge due for
          additional services provided to the client during the preceding month,
          and shall specify in such Statement any amounts due in respect of
          postal, fax and telephone expenses etc. incurred on behalf of the
          client during the same period. For prices we refer to our general
          documentation;

     (5)  the client shall pay the amount reflected in the said Statement to EBC
          no later than seven days after the date of such Statement; this amount
          (including VAT) shall not exceed the sum paid as deposit. Should it
          reach the deposit figure, immediate payment must be made by cash,
          credit card or telephonic transfer, failing which EBC reserves the
          right to suspend all services until such time as payment in full has
          been received. The foregoing shall in no way invalidate the client's
          contractual obligations, which will remain in force in to
          notwithstanding.

     (6)  The use of a meeting room one day a month is included in the rental
          price.

5.   (1)  The client agrees that EBC shall in no event be held liable for
          loss of, or damage to, any documents or other items resulting from
          services provided by the Dutch Post Office, courier service and/or
          other companies;

     (2)  with reference to that stated in sub-clause (1) of this Clause, any
          insurance cover required by the client shall be arranged by the client
          at its own expense.

6.   The client is entitled to a key card for the front door of Keizersgracht
     106.

7.   Clients of Euro Business Center are permitted to place their own nameplate
     in the lobby at Keizersgracht 106.

8.   This agreement shall be interpreted and effected in accordance with the
     Laws of the Netherlands, and the parties hereto agree to adhere to the
     exclusive jurisdiction of the Court of Amsterdam.

9.   All our offers, agreements and services, apply to the General Conditions of
     Euro Business Center as registered with the Chamber of Commerce in
     Amsterdam dated 12 May 1992.

The signature below certifies that a copy of these has been received, the
contents duly noted,

                                                                               3


 
and that these Terms and Conditions are hereby accepted.

Signed at Friday 17 September 1999 (Please sign every page)

By:                                      By:

Jacqueline Welleman                      Arthur Tyde
Manager

                                         /s/ Arthur Tyde   9/27/99

For and on behalf of:                    For and on behalf of:

EURO BUSINESS CENTER                     Linuxcare, Inc.
 AMSTERDAM

                                                                               4