OEM Reciprocal License Agreement - Evergreen Internet Inc. and Caldera Systems Inc.


                        OEM RECIPROCAL LICENSE AGREEMENT

This OEM Agreement (the "Agreement" or "License") is made as of January 6, 2000
between EVERGREEN INTERNET, INC., an Arizona Corporation having offices at 3260
North Colorado Street, Chandler, Arizona 85225 ("Evergreen" or "Licensor") and
Caldera Systems, Inc., a Utah Corporation, having offices at 240 West Center,
Orem Utah 84057 ("Caldera" or "Licensee").

This OEM License Agreement is a "Contract" made pursuant to a Master Agreement
of even date. This Agreement, the Master Agreement and Exhibits B, C, D and E of
the Master Agreement will become effective simultaneously, as of the date when
this Agreement, the Master Agreement and all such Exhibits of the Master
Agreement have been mutually signed and delivered by the parties.

1. DEFINITIONS

        "Code" means the computer programming code relating to ECential(TM) and
        OpenLinux(TM) software products in object and/or executable code form
        (machine-readable) not to include source code.

        "Documentation" means the textual materials relating to the Code
        provided to each other by Evergreen and Caldera, including operating
        instructions, related technical information, and user documentation.

        "ECential" means the ECential software products and programs for Linux,
        as listed in Exhibit A including their Code and Documentation, and any
        other existing or future e-Commerce Products that Evergreen determines
        is appropriate for Linux, including their Code and Documentation.
        Exhibit A shall be updated to keep it current with future e-Commerce
        Products of Evergreen for Linux and Updates.

        "e-Commerce Products" means software products and programs that are used
        in the creation, analysis, management and promotion of Internet
        E-Commerce web sites, storefronts, customer service, business logic,and
        e-commerce transactions for consumer-to-business and
        business-to-business solutions across the Internet or Intranets.
        Software products or programs that are not competitive with eCential or
        future releases thereof shall not be deemed to be within the definition
        of ecommerce products.

        "Marks" means Evergreen Marks and Caldera Marks. "Evergreen Marks" means
        the trademarks and/or product names of Evergreen. "Caldera Marks" means
        the trademarks and/or product names of Caldera.


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        "Proprietary Data" means any proprietary "know-how" which a disclosing
        party discloses to a receiving party relating to the development or use
        of the disclosing parties design, structure, configuration, programming,
        and protocol of the disclosing parties software. "Know-how" may include
        computer program designs, algorithms, subroutines, system
        specifications, programming logic, manufacturing techniques, and program
        architecture.

        "Evergreen Software" means any software proprietary to Evergreen
        including ECential programs or Code. It also refers to any ECential
        programs used in conjunction with Caldera Software.

        "Caldera Software" means the software proprietary to Caldera which is
        included by Caldera in OpenLinux eServer.

        "OpenLinux eServer" mean the Linux software distribution designated by
        Caldera for eServer. This Linux software distribution for eServer
        includes a Linux kernel, Caldera Software and OpenLinux Third Party
        Software. OpenLinux for eServer includes existing and future versions
        thereof.

        Third Party Software. "Third Party Software" means the software
        proprietary third parties which is included in eBuilder. "OpenLinux
        Third Party Software means the Third Party Software included by Caldera
        in OpenLinux for eBuilder. "ECential Third Party Software" means the
        Third Party Software included by Evergreen in ECential.

        "OpenLinux eBuilder" means the bundled combination of ECential with
        OpenLinux eServer plus third party software, plus any other software the
        parties agree to add.

        "Evergreen's version of the bundle" means the bundled combination of
        OpenLinux eServer with eCential plus any software the parties agree to
        add.

        "Reseller" shall mean a distributor, OEM, VAR, integrator, retailer,
        dealer or other reseller.

        "Updates" shall means updates and upgrades to, new versions of, and
        replacements for ECential.

2. OWNERSHIP

        2.1 OWNERSHIP

        ECential is the proprietary product of Evergreen and others in
        accordance with Sections 3.3 and 3.4 below and is protected by the
        Copyright and Trademark Laws of the United States of America. Caldera
        acknowledges that Evergreen and others in accordance with Sections 3.3
        and 3.4 below own the intellectual property in ECential software and
        Caldera makes no claim of ownership to their intellectual property in
        ECential or ECential itself.

        2.2 EVERGREEN AND CALDERA MARKINGS

        Caldera and Evergreen shall not in any manner act adversely to each
        others Marks, Proprietary Data, or other intellectual property.. Caldera
        shall not remove the Evergreen Marks from ECential, unless granted in
        written permission from Evergreen. Evergreen shall not remove the
        Caldera Marks from OpenLinux, unless granted in written permission from
        Evergreen.

        2.3 MUTUAL RIGHTS AND OBLIGATIONS


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        Evergreen acknowledges that all rights, ownership, and trademarks of
        OpenLinux for eBuilder are the exclusive property of Caldera and/or
        Caldera's licensors / suppliers. Caldera acknowledges that all rights,
        ownership and trademarks of eCential are the exclusive property of
        Evergreen and/or Evergreens licensors/suppliers. Evergreen shall not in
        any manner act adversely to the Caldera Marks, Caldera's Proprietary
        Data or other intellectual property of Caldera. The eBuilder product
        name and trademark shall belong exclusively to Caldera. The parties will
        work together in the spirit of an equal partnership so that there is
        agreement on all product issues such as content, look and feel and
        licensing terms. Caldera will be sure that the name eCential is featured
        in all packaging and promotion, web sites and software so that brand
        equity is built for both parties and their respective products (eBuilder
        and eCential). OpenLinux eBuilder must give prominent credit to eCential
        in all packaging and promotion. Evergreen must have the opportunity to
        approve packaging and promotional materials. Evergreen marketing
        materials, packaging and look & feel must come through in Caldera's
        packages, web sites and collateral. Evergreen is entitled to create its
        own version of the bundled software and for that version hereby extends
        to Caldera the same terms listed above.

3. LICENSE

        3.1 LICENSE GRANT

        Evergreen grants a, non-transferable (except under Section 9. Y. of the
        Master Agreement), worldwide right and license for the Linux market
        during the term of this Agreement, (and Caldera grants Evergreen a
        non-transferable (except under Section 9. Y. of the Master Agreement),
        worldwide right and license for the linux market during the term of this
        agreement) to do the following:

                3.1.1 bundle ECential with OpenLinux for eServer to create
                eBuilder and Evergreen's version of the bundled product.

                3.1.2 market, distribute, package, and publish Ecential and
                OpenLinux, including ECential and OpenLinux Software and
                documentation, only as part of eBuilder or Evergreen's version
                of the bundled product and sell Ecential and OpenLinux licenses
                to end users who receive eBuilder;

                3.1.3 use ECential (such use being limited to use by employees
                or by independent contractors of Caldera for internal use only).
                Such internal use will require payment of VisiBroker license
                fees based on the number of CPUs being used. Caldera shall be
                entitled to purchase such VisiBroker licenses from Evergreen at
                Evergreen's cost. Evergreen employees and independent
                contractors may use OpenLinux for internal development.

                3.1.4 copy and reproduce ECential and OpenLinux for the purposes
                of this Agreement.

        3.2 ECential is licensed, not sold. Title to the intellectual property
        and Source Code in ECential remains with Evergreen and its suppliers
        under Sections 3.3 and 3.4. Evergreen and/or its suppliers reserve all
        rights not expressly granted herein. Without limiting the foregoing,
        Caldera shall not modify, port, translate, localize, add features or
        functionality in the Code, or create derivative works of ECential,
        decompile, deencrypt, disassemble or otherwise reverse engineer
        ECential, the logic,


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        algorithms or program code of ECential, or attempt to do any of the
        same. Caldera shall not receive any rights by implication or otherwise
        in ECential or any component thereof, except as provided in the Business
        Alliance.

        3.3 Caldera and Evergreen may market, distribute, package and publish
        ECential and OpenLinux under 3.1.2 above, directly to end users and/or
        indirectly to end users through Caldera's or Evergreen's Resellers.
        Bundling may be accomplished by physical bundling (e.g., inclusion of
        ECential physical media with OpenLinux eBuilder media) or electronic
        bundling (e.g., by making downloads of ECential available through the
        same web page as downloads of OpenLinux eBuilder) or by otherwise making
        ECential available in conjunction with eBuilder. The license and rights
        granted to Caldera may be exercised with respect to any or all of the
        ECential products as defined in Exhibit A.

        3.4 FORM OF USER LICENSE

        If and to the extent that the parties agree it is practicable, use by an
        end user of ECential will require a license key. To obtain a license key
        for ECential, registration is required by the registered user of the
        product or by Caldera's Reseller. Registration is accomplished by the
        end user or Caldera's Reseller accessing a web registration page hosted
        by Evergreen and/or Caldera and filling in the required registration
        information. Upon completion of the registration process, the registered
        user will obtain (or the Reseller will obtain for its end user customer)
        the license key and a User License for the ECential software product
        being registered. The User License shall be the Software License
        Agreement of Attachment B. If obtained by either parties Reseller, then
        it will be passed on to the end user. Evergreen will provide Caldera
        with the information requested by Caldera to create and maintain the
        Caldera web page. Caldera will reciprocate.

        If this registration process is not utilized or if it does not include a
        procedure acceptable to Evergreen by which the end user accepts the
        Software License Agreement, then Caldera has the following obligation:
        The ECential licenses from Evergreen that Caldera is authorized to sell
        under Section 3.1 above shall be sold on behalf of Evergreen under this
        Agreement and are to include the Software License Agreement attached as
        Exhibit B to this Agreement. Caldera shall include a copy of the
        applicable Software License Agreement with each license of ECential that
        Caldera sells. If Caldera believes that it is not practicable to obtain
        written signatures for the Software License Agreement, then Evergreen
        shall incorporate into the Software License Agreement and the ECential
        Code terms and procedures that provide for acceptance of the Software
        License Agreement by the end user by installing or using ECential.
        Caldera shall not interfere with such contract acceptance terms and
        procedures.

        The Software License Agreement shall govern the use of ECential by end
        user customers. The Software License Agreement includes a grant by
        Evergreen to the end user to use ECential (including the third party
        software of Sections 3.3 and 3.4). The Software License Agreement is an
        agreement between Evergreen and the end user. Caldera is not a party to
        the Software License Agreement and has no obligation or liability
        thereunder.

        3.5 VISIBROKER LICENSE

        Visibroker, a product of Inprise, is an embedded product in ECential.
        Licenses granted by Visibroker are per CPU, and the number of licenses
        granted is determined by the product purchased. As described in Exhibit
        A, additional licenses are obtained by purchasing the additional CPU
        product.


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        3.6 THIRD PARTY SOFTWARE

        Caldera understands and agrees that the ECential Software utilizes
        software or software components (including Visibroker) from third
        parties as described in Exhibit 2 to Software License Agreement of
        Exhibit B, and said third party software is licensed to an end user each
        time Caldera sells an ECential license to an end user. The Software
        License Agreement will include a reference to and copy of the applicable
        third party license agreements. The end user must agree to abide by the
        terms of the applicable third party license agreement(s) through
        acceptance of the end user's Software License Agreement as provided in
        Section 3.4. Evergreen and Caldera will amend said Exhibit 2 as
        necessary to keep it current with the third party software in ECential.
        Evergreen shall be responsible for payment to the applicable third
        parties for the license fees, royalties and other payments or costs of
        third party software in ECential arising from licenses of ECential to
        end users ("third party fees"). If Caldera is the "Selling Party" (as
        defined in Section 4.2), then end users will pay such third party fees
        to Evergreen through Caldera. Caldera shall be responsible for
        collection of these third party fees. Third party fees shall be
        Evergreen's actual cost, without mark-up.

        3.7 REPORTS

        By the 20th day of each month following the calendar quarter end,
        Caldera will provide Evergreen the following activity reports:

        a. License Report: List of all ECential licenses sold to end users or
        Resellers in conjunction or bundled with the eBuilder. If the registered
        user obtains the license key and User License through the web site as
        described in Section 3.4, this report will be generated by the parties
        from web site information. Otherwise, Caldera will be required to
        provide this list as agreed to in 3.7.a. The list may include channel
        partners and/or registered end users of the product. The report should
        include copies of OpenLinux that Caldera knows will be used to deploy an
        ecommerce internet or intranet site.

        b. Trouble Report: Problems or bugs believed by Caldera to be caused by
        errors in the Evergreen Software.

        c. Enhancement Report: Any enhancements and suggestions for improvement
        of Evergreen Software which Caldera desires to suggest to Evergreen.

        d. CPU Report: To the extent that VisiBroker is included in ECential,
        Caldera is required to provide a listing of server(s) and total CPUs per
        server per license distributed. Report is to include the name of the end
        user, address, version of eBuilder, hardware and operating system and
        the number of CPUs. This report, in addition to any other purposes, is
        required to provide compliance with Visibroker license requirements as
        indicated in 3.2 above. If however, the registered user obtains the
        license key and User License through the web site as described in
        Section 3.4, then this report will be generated by the parties from web
        site information. Otherwise, Caldera will be required to provide this
        list as agreed to in 3.7.d.

        3.8 MASTER COPY OF THE SOFTWARE

        Evergreen will provide Caldera with a master copy of the ECential
        software products and programs listed in Exhibit A and for each Update
        (see Section 6.3). Caldera is authorized to reproduce any such copy
        solely in connection with exercising the rights granted under this
        Agreement. Upon termination of this Agreement for any reason, Caldera
        shall return to Evergreen the master copy or


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        copies of the program and all other copies of the Evergreen Software
        except as needed for continued support under Section 5.3. Caldera will
        provide a master copy of OpenLinux under the same terms.

        3.9 EVERGREEN MARKS

        Caldera shall use the Evergreen Marks in connection with ECential. The
        use of the Evergreen Marks by Caldera shall strictly adhere to the most
        recent reasonable written guidelines provided by Evergreen. In the
        absence of written guidelines from Evergreen, Caldera shall submit the
        proposed use of any Evergreen Mark to Evergreen for Evergreen's written
        approval before such use. All use of the Evergreen Marks by Caldera
        shall inure to the benefit of Evergreen. In bundled software packaging,
        whether physical or on-line, Evergreen shall have the right to approve
        all such packaging as to ECential prior to offering the bundle to
        market. Evergreen shall not unreasonably withhold or delay approval.

        3.10 GNU General Public License

        Both parties understand that Linux and certain software in eBuilder are
        or may be subject to or governed by the applicable GNU General Public
        License and/or other applicable open source agreements, and nothing in
        this Agreement or the Business Alliance shall require either party to
        act in contradiction of the applicable GNU General Public License and/or
        other applicable open source agreements.

        3.11 EXCLUSIVE RIGHT TO DISTRIBUTE

        For a period of one year from the Date of First Distribution or March
        31, 2000 (whichever is first) , Evergreen agrees that it will not bundle
        ECential with any other Linux operating system software that competes
        with Caldera's OpenLinux other than Caldera's OpenLinux for eBuilder and
        that Evergreen will promote Caldera andOpenLinux for eBuilder as the
        preferred Linux solutions for ECential. During this same one year
        period, Caldera agrees that it will not bundle with Open Linux or
        OpenLinux for eBuilder any other e-Commerce Product that competes with
        ECential and that Caldera will promote Evergreen and ECential as the
        preferred e-Commerce Product solution for Linux. This Section 3.11
        imposes no restrictions or obligations on the parties hereto other than
        as stated in Section 3.11. Neither this paragraph nor the Business
        Alliance create any exclusive distributorship on behalf of Caldera or
        Evergreen. Either party to this Business Alliance may distribute the
        bundled OpenLinux/ECential products directly or indirectly through their
        respective distribution channels.

        3.13 OpenLinux for eBuilder is licensed, not sold. The Linux kernel and
        any other GNU General Public License software or open source software
        are distributed pursuant to and governed by the applicable GNU General
        Public License or open source software agreement. Title to the
        intellectual property and source code in OpenLinux for eBuilder remains
        with Caldera and its licensors or suppliers as applicable. Caldera
        and/or its licensors and suppliers reserve all rights not expressly
        granted herein. Without limiting the foregoing, Caldera shall not
        modify, port, translate, localize, add features or functionality in
        OpenLinux for eBuilder, or create derivative works of OpenLinux for
        eBuilder, decompile, deencrypt, disassemble or otherwise reverse
        engineer OpenLinux for eBuilder, the logic, algorithms or program code
        of OpenLinux for eBuilder, or attempt to do any of the same,


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        except as permitted in the applicable license agreements (see Sections
        3.14 and 3.15 below). Evergreen shall not receive any rights by
        implication or otherwise in OpenLinux for eBuilder or any component
        thereof, except as provided in the Business Alliance.

        3.14 FORM OF USER LICENSE

        All copies of eBuilder marketed, distributed or published by Evergreen
        must include copies of all license agreements applicable to OpenLinux
        for eBuilder as provided by Caldera to Evergreen. Such license
        agreements shall govern use and licensing of OpenLinux for Builder.
        Evergreen shall respect any terms and procedures in any such license
        agreement or the software that provide for acceptance of the license
        agreement by the end user by installing or using the software to which
        the license agreement applies. Evergreen shall not interfere with such
        contract acceptance terms and procedures.

        Each such license agreement is an agreement between Caldera or its
        licensor or supplier, as applicable, and the end user. Evergreen is not
        a party to these license agreements and has no obligation or liability
        thereunder.

        3.15 OPENLINUX THIRD PARTY SOFTWARE

        Evergreen understands and agrees that OpenLinux for eBuilder includes
        OpenLinux Third Party Software from third parties and said OpenLinux
        Third Party Software is licensed (under a license agreement under
        Section 3.14 above) to an end user each time Evergreen or its Reseller
        distributes or otherwise provides eBuilder to an end user. The end user
        must agree to abide by the terms of the applicable license agreements
        through acceptance of the these license agreements as provided in
        Section 3.14. As OpenLinux Third Party Software or the applicable
        license agreements change, Caldera will provide Evergreen with new forms
        of such license agreements as necessary to keep current with the
        OpenLinux Third Party Software, and Evergreen shall use the
        then-most-current version of the license agreements. The same applies to
        any new Caldera Software or changes in Caldera Software license
        agreements. Caldera shall be responsible for payment to the applicable
        third parties for the license fees, royalties and other payments or
        costs of OpenLinux Third Party Software in eBuilder arising from the
        distribution of eBuilder to end users ("third party fees"). If Evergreen
        is the "Selling Party" (as defined in Section 4.2), then end users will
        pay such third party fees to Caldera through Evergreen. Evergreen shall
        be responsible for collection of these third party fees. Third party
        fees shall be Caldera's actual cost, without mark-up.

        3.16 REPORTS

        BY THE 20TH DAY OF EACH MONTH FOLLOWING THE CALENDAR QUARTER END,
        EVERGREEN SHALL PROVIDE REPORTS TO CALDERA ON ALL COPIES OF EBUILDER
        DISTRIBUTED OR PUBLISHED BY EVERGREEN TO END USERS OR RESELLERS. SUCH
        REPORTS SHALL BE AS SIMILAR AS POSSIBLE TO THE REPORTS UNDER SECTION
        3.7, BUT DESIGNED TO INCLUDE INFORMATION NEEDED BY CALDERA FOR ROYALTY
        PURPOSES, FOR PURPOSES OF OPENLINUX THIRD PARTY SOFTWARE, AND AS
        OTHERWISE REASONABLY REQUESTED BY CALDERA. THE REPORT WILL INCLUDE
        INFORMATION ON SALES OF ECENTIAL THAT EVERGREEN KNOWS WILL BE DEPLOYED
        ON LINUX AT THE TIME OF THE TRANSACTION.

        3.17 MASTER COPY OF THE SOFTWARE


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        Caldera will provide Evergreen with a master copy of eBuilder and
        updates to and new versions of eBuilder (including the OpenLinux for
        eBuilder software therein). Caldera is authorized to reproduce any such
        copy solely in connection with exercising the rights granted under this
        Agreement. Upon termination of this Agreement for any reason, Caldera
        shall return to Evergreen the master copy or copies of the program and
        all other copies of the OpenLinux for eBuilder except as needed for
        continued support under Section 5.3.

        3.18 EVERGREEN MARKS

        Evergreen shall use the Caldera Marks in connection with OpenLinux for
        eBuilder (including any marketing, distribution, packaging or
        publication of eBuilder under Section 3.12), and shall use "eBuilder"
        (and no other trademark or product name unless and as approved in
        writing by Caldera) as the trademark and product name for the eBuilder
        product. The use of the Caldera Marks by Evergreen shall strictly adhere
        to the most recent reasonable written guidelines provided by Caldera. In
        the absence of written guidelines from Caldera, Evergreen shall submit
        the proposed use of any Caldera Mark to Caldera for Caldera's written
        approval before such use. All use of the Caldera Marks by Evergreen
        shall inure to the benefit of Caldera. In bundled software packaging,
        whether physical or on-line, Caldera shall have the right to approve all
        such packaging as to eBuilder or OpenLinux for eBuilder prior to
        offering the bundle to market. Caldera shall not unreasonably withhold
        or delay approval.

4. FEES

        4.1 INITIAL PAYMENT

        Caldera and Evergreen will pay each other a license fee of $100,000 in
        each of the first two quarters after the agreement is signed. The first
        payment will be made within ten days of the execution of this agreement.
        The second payment will be made with the second quarterly report. This
        Agreement shall become effective only upon the investment in Evergreen
        by Caldera and the stock exchange referred to in the Master Agreement

        4.2 ROYALTY

        The "Selling Party" shall mean the party who sells, distributes and/or
        licenses a copy of eBuilder or Evergreen's version of the bundled
        product directly to an end user or to a Reseller. The other party is the
        "Other Party." "Proceeds" shall mean the gross revenue received by the
        Selling Party from an end user or a Reseller, whichever is applicable,
        for the sale, distribution and/or licensing of eBuilder or Evergreen's
        version of the bundled product.

        "Third Party Software Payments" shall mean payments to third parties for
        Third Party Software in eBuilder or Evergreen's version of the bundled
        product.

        From the Proceeds, all payments payable for applicable Third Party
        Software shall be made. If Caldera is the Selling Party, then Caldera
        shall pay such payments for OpenLinux Third Party Software directly to
        the applicable third parties and shall pay such payments for ECential
        Third Party Software to Evergreen, and Evergreen shall pass such payment
        on to the applicable third parties. If Evergreen is the Selling Party,
        then Evergreen shall pay such payments for ECential Third Party


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        Software directly to the applicable third parties and shall pay such
        payments for OpenLinux Third Party Software to Caldera, and Caldera
        shall pass such payment on to the applicable third parties.

        Proceeds do not include fees or payments for any support, maintenance or
        services not included in the price for eBuilder. For example, support,
        maintenance and other services invoiced or charged separate from the
        price for the sale, distribution and/or licensing of eBuilder or
        Evergreen's version of the bundled product, are not subject to the
        Royalty. Software products which are distributed or licensed in
        conjunction with eBuilder, but not included by either party in eBuilder
        or Evergreen's version of the bundled product, shall not be subject to
        the Royalty, i.e., the Royalty is not payable on the sales price
        received by the Selling Party for such other software products.

        "Net Proceeds" shall mean Proceeds minus Third Party Software Payments.

        "Net Revenue" shall mean 50% of Net Proceeds.

        The "Royalty" payable by the Selling Party to the Other Party shall be
        [****] of Net Revenue [****].

        The parties agree that they will review on a quarterly basis by the last
        day of March, June, September, and December of each calendar year, the
        definition and percentages of net revenue.

        Evergreen may have customers who choose to deploy eCential on Linux
        distributions that compete with Caldera. Evergreen will promote the
        eBuilder bundle or Evergreen's version of the bundled product to
        customers who ask for Linux. If the customer insists on purchasing
        eCential and not the bundle Evergreen may sell it to them. If Evergreen
        knows at the time of any transaction that eCential will be deployed on
        Linux then that sale is subject to the royalty payments described above.

        Evergreen may choose to refer customers who seek a Linux Support
        Agreement to Caldera. If Caldera signs an agreement with a customer
        referred by Evergreen then Caldera will give Evergreen [****] of the
        first 12 months revenue as a referral fee.

        Caldera may choose to refer customers who seek support on eCential to
        Evergreen. If Evergreen signs an agreement with a customer referred by
        Caldera then Evergreen will give Caldera [****] of the first 12 months
        revenue as a referral fee.

        4.3 PAYMENT

        Selling Party will make quarterly payments to Other Party of the royalty
        amounts Other Party is entitled to receive hereunder. Payments will
        accompany the quarterly reports described in section 3.5. Reports and
        payments are due the 20th day of that month which follows the end of
        each calendar quarter. To compensate for the loss of the use of money
        and the administrative expense involved in collecting past due amounts,
        all amounts past due or in default under this Agreement shall bear
        interest at a rate of one (1.5%) per month.

        4.4 TAXES AND OTHER FEES.

        As between Selling Party and Other Party, Selling Party shall be
        responsible for payment of all sales, use and other taxes, fees and/or
        assessments of any sort which come due because of or are related to
        transactions between Selling Party and its customers. Selling Party
        shall also pay, at its own expense, all import and export licenses and
        permits, customs charges, and duty fees required to

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**** CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO SUCH OMITTED PORTIONS.


        accomplish the export and import of the licenses sold by Selling Party.
        However, all of the foregoing are not including in Proceeds. Nothing
        herein applies to Other Parties income taxes.

        4.5 INSPECTION OF SELLING PARTY RECORDS.

        Upon twenty (20) days written notice to Selling Party, at Other Parties
        expense (except as otherwise provided below), and no more often than
        once per year, Other Parties designated representative, or its
        independent certified public accountant shall have the right to inspect
        Selling Parties records relevant to the royalty or selling parties
        compliance with the alliance during business hours solely for the
        purposes of verifying the royalty amounts due to Other Party and Selling
        Parties compliance with the provisions of this License and all related
        Contracts under the Master Agreement. A final inspection shall occur no
        later than one year after the termination of this Agreement. Selling
        Party shall make immediate payment of any amounts that an inspection
        accurately shows to be due to Other Party. If, as a result of any such
        inspection, it is accurately determined that the amount paid or due from
        Selling Party to Other Party for the period being reviewed has been
        understated by an amount in excess of five percent (5%) of the total
        amount due Other Party, then Selling Party shall promptly pay the
        reasonable cost of such inspection. Other Parties representative or
        independent certified public accountant must agree in writing with
        Selling Party to keep confidential Selling Parties records and the
        contents thereof, except for reasonable disclosures to Other Party
        relating to Selling Parties failure to pay the royalty and/or Selling
        Parties failure to comply with its obligations under any of the
        contracts to the Business Alliance. Other Party must keep such
        disclosures confidential and not use for any purpose, except as
        necessary to enforce Selling Parties royalty obligation or any terms of
        the contracts of the Business Alliance.

5. TERM AND TERMINATION

        5.1 TERM.

        Unless terminated earlier as provided herein, the initial term of this
        Agreement shall be three (3) years from the date of this Agreement, and
        the term of this Agreement shall automatically renew for an unlimited
        number of successive one-year terms. However, either party may terminate
        this Agreement by giving at least 90 days advance written notice of
        termination to the other party, provided that the date of such
        termination does not occur prior to the end of said initial three year
        term. Either party may terminate this Agreement for any reason or no
        reason as provided in the Master Agreement.

        5.2 RIGHTS NOT TERMINATED.

        The termination or expiration of this Agreement shall not affect any
        licenses granted or sold to end-users prior to such termination or
        expiration. Upon such termination or expiration, each party (the "first
        party") shall use all commercially reasonable efforts to return or
        destroy all materials provided by other party to the first party during
        the term of this Agreement, as specifically provided in the Master
        Agreement, but subject to Section 5.3.

        5.3 SUPPORT OF EXISTING END USERS

        Notwithstanding anything herein to the contrary, in the event of
        termination or expiration of this Agreement, the parties shall cooperate
        to ensure that end users who received eBuilder under this Agreement
        prior to termination or expiration shall continue to receive the support
        and maintenance contemplated by this Agreement for at least three years.
        Caldera and Evergreen may continue to


                                       10


        meet their respective support and maintenance obligations to such end
        users as established in good faith prior to the date of termination.

        5.4 TERMINATION FOR NON-PERFORMANCE

        In the event that eBuilder has not been made available for shipping by
        June 30, 2000 either party may terminate this agreement with 30 days
        written notice.

6. SOFTWARE SUPPORT, DEVELOPMENT SUPPORT, UPGRADES AND TRAINING

        6.1 SUPPORT OBLIGATIONS.

        The selling party shall provide first and second line support to
        customers for the Caldera Software and the Evergreen Software during the
        term of this Agreement. The non-selling partyshall provide third line
        support. The Selling party will be responsible to communicate third line
        support requests to the other party. Third line support means technical
        support, consultation with support personnel (and end users if
        necessary), trouble shooting, diagnosis of problems, and back-up support
        to first and second lines of support. Evergreen and Caldera shall
        provide respective support for their Software in accordance with the
        following support hours and response times. Evergreen and Caldera will
        review support hours and response times guidelines on a quarterly basis
        and make appropriate adjustments as mutually agreed upon.: Working Hours
        (Hours of Live Support byboth parties) live escalation call support
        Monday - Friday 9am - 5pm Mountain Time during normal business days
        (non-holidays).

        Holidays

        Evergreen will notify Caldera each year of Evergreen's annual holiday
        schedule, and vice versa.

        Response Times

        Evergreen and Caldera will accept escalation support incidents from each
        other via e-mail and/or elephone for Severity 2 or 3 incidents, and the
        other party will acknowledge such incidents within 4 working hours. Each
        party will make best effort to reply to and resolve Severity 2 incidents
        within 2 business days, and Severity 3 incidents within 5 business days.

        The parties will accept escalation support incidents from each other
        only via telephone for Severity 1 incidents, and the other party will
        acknowledge such incidents within 1 working hour. Each party will make
        best effort to reply to and resolve Severity 1 incidents within 4
        business hours.

        Severity is the impact the problem has on business operations. Severity
        1, 2, and 3 incidents are defined below:

        "1" - for Errors that result in an emergency condition that cause
        critical impact to end user's schedule, cause a serious security breach,
        or that make performance or continued performance of any feature or
        function impossible or impracticable by the end user.

        "2" - for errors that significantly affect an end user's schedule, cause
        a minor security breach or which make the performance or continued
        performance of any feature


                                       11


        or function difficult that cannot be circumvented or avoided on a
        temporary basis by the end user.

        "3" - for errors that are not critical in that performance can be
        continued without difficulty or loss of data by easy circumvention or
        avoidance by the end user.

        6.2 DEVELOPMENT SUPPORT

        Development and Software implementation for the integration of ECential
        to the Caldera OpenLinux eBuilder Caldera Software and tools will be
        defined through Evergreen and Caldera Product Management procedures.
        Both parties will dedicate resources to support and ensure integration
        and success of the bundled Software.

        6.3 UPDATES AND BUG FIXES. Evergreen shall maintain ECential and correct
        bugs and programming errors in ECential. Within a commercially
        reasonable time, Evergreen shall provide maintenance fixes, corrections,
        and patches to Caldera for distribution by Caldera to end users under
        licenses sold by Caldera. Such maintenance fixes, corrections, and
        patches shall be governed by this Agreement as part of ECential. When
        possible, Evergreen shall provide work-around solutions and temporary
        fixes as soon as possible while Caldera and end users are awaiting such
        maintenance fixes, corrections, and patches. Caldera shall use
        commercially reasonable efforts to provide to Evergreen information
        known to Caldera necessary (including, where appropriate, reproducible
        test cases and other diagnostic information) to diagnose and correct or
        repair such problems as Caldera may report to Evergreen. Caldera makes
        the same promises to Evergreen.

        Evergreen shall deliver Updates to Caldera as soon as they become
        available. Updates shall be governed by this Agreement as ECential.
        Caldera makes the same promises to Evergreen.

        As Evergreen creates commercial versions of ECential for other operating
        systems or platforms, Evergreen will also port such commercial versions
        to OpenLinux and provide the same to Caldera as Updates, provided that
        the port to OpenLinux is commercially viable. In the event Evergreen
        elects to not make any such port to OpenLinux, then Caldera may do so at
        its expense.

        6.4 TRAINING

        Within sixty (60) days of the execution of this Agreement, Evergreen
        will provide three (3) days of free training for two (2) Caldera
        employees. Caldera is responsible for travel and expense costs of
        Caldera personnel to Evergreen facilities in Arizona. If Caldera
        requests that training take place at Caldera facilities and Evergreen
        agrees, then Caldera will be charged for the time of Evergreen's
        personnel, travel, hotels, and other associated costs for Evergreen's
        personnel, as well as training facilities and associated costs.

        For their respective support obligations Evergreen and Caldera will pay
        each other $20,000 per month for the life of the agreement (unless each
        party agrees to waive the fee). Payment will be due quarterly at the
        same time as the product royalty payment.


                                       12


        Evergreen will provide Caldera with a training manual that both parties
        agree is sufficient for Caldera's internal use within 20 days of the
        signing of this agreement.

7. COVENANTS OF THE PARTIES

        7.1 PROTECT INTELLECTUAL PROPERTY.

        Caldera shall use its best commercially reasonable efforts to protect
        Evergreen's and its licensors' / suppliers' intellectual property and
        proprietary rights in the Evergreen Software, Proprietary Data,
        Evergreen Marks, and other intellectual property of Evergreen. Evergreen
        shall use its best commercially reasonable efforts to protect Caldera's
        and its licensors' / suppliers' intellectual property and proprietary
        rights in the Caldera Software, Proprietary Data, Caldera Marks, and
        Caldera's other intellectual property.

        7.2 REPRESENTATIONS/WARRANTIES BY CALDERA OR EVERGREEN CONCERNING
        SOFTWARE.

        Caldera shall make no representations or warranties about the Evergreen
        Software in excess of the representations or warranties contained in the
        Exhibit B Software License Agreement attached hereto or otherwise made
        by Evergreen if in writing and made specifically for Caldera or its
        end-users. Evergreen shall make no representations or warranties about
        the OpenLinux for eBuilder software in excess of the representations or
        warranties contained in the license agreements of Sections 3.14 and
        3.15, or otherwise made by Evergreen, if in writing and made
        specifically for Evergreen or its end-users.

        7.3 Mutual Representations.

        Each party (the "first party") represents and warrants to the other
        party that the first party (a) has not relied on any promises or
        representations not expressly made in this Agreement or the Business
        Alliance; (b) possesses the facilities, personnel, and experience
        necessary to meet its financial and other commitments under this
        Agreement; (c) has the full right, power and authority to enter into
        this Agreement and to carry out its obligations under this Agreement;
        and (d) knows of no impediments that would prevent the first party from
        complying with all the terms of this Agreement.

        7.5 NOTIFICATION OF INFRINGEMENT.

        If the management of Caldera becomes aware of the unauthorized use,
        copying, or disclosure of the Evergreen Software, Evergreen Marks, or
        Evergreen's Proprietary Data, Caldera will notify an Evergreen
        representative. Caldera shall assist Evergreen, at Evergreen's request
        and expense, in the investigation and prosecution of such unauthorized
        use, copying, or disclosure.

        If the management of Evergreen becomes aware of the unauthorized use,
        copying, or disclosure of the OpenLinux for eBuilder software, Caldera
        Marks, or Caldera's Proprietary Data, Evergreen will notify a Caldera
        representative. Evergreen shall assist Caldera, at Caldera's request and
        expense, in the investigation and prosecution of such unauthorized use,
        copying, or disclosure.

                                       13


8. WARRANTIES

        8.1 LIMITED WARRANTIES.

        (1) Evergreen represents and warrants to and for the benefit of Caldera
        that (a) the Evergreen Software and ECential do not infringe any valid
        United States patent, copyright, or trademark, or include any
        misappropriated trade secret, or violate any privacy or other rights of
        any third party and (b) Evergreen has full right, power, and authority
        to enter into this Agreement and to carry out its obligations hereunder.

        (2) Evergreen represents and warrants that the Evergreen Software is and
        will be Year 2000 Compliant. "Year 2000 Compliant" means that the
        Evergreen Software is designed for use prior to, during and after
        January 1, 2000 and will conform to the following:

                1. Date data representative of years are represented or stored
                   in a four digit format, i.e., full representation of the year
                   (e.g., "1998") rather than partial representation of the year
                   (e.g., "98").

                2. The screen displays, reports and printed output generated by
                   the Evergreen Software will show years in four digit format.

                3. The Evergreen Software will not include any two digit
                   representation of years that causes: (a) execution of the
                   Evergreen Software to terminate abnormally, (b) invalid
                   values or incorrect results in century date data, (c)
                   ambiguity in the recognition of century date data, or (d)
                   other errors or problems.

                4. The calculations performed by the Evergreen Software will
                   accommodate the use of both same-century date values and
                   multi-century date values.

                5. The calculations performed by the Evergreen Software will
                   accurately accommodate the occurrence of leap years.

                This warranty is subject to the following: This warranty does
                not apply to any third party software integrated into ECential
                or to modifications or enhancements to the Evergreen Software
                made by persons other than Evergreen or its contractors. All
                date data and date values received by the Evergreen Software
                must be accurate, in a four digit century format, and otherwise
                compatible with the Evergreen Software. Evergreen is not
                responsible for inaccuracies, inadequacies or problems caused
                by: (a) any computer programs and databases not licensed by
                Evergreen to Caldera, and (b) any hardware. Any use of, or
                interaction with, the Evergreen Software must be in accordance
                with Evergreen's then-current documentation and instructions and
                within the scope of the License.

        (3) Evergreen warrants to Caldera that no master copy of the Evergreen
        Software provided by Evergreen under this Agreement, except for
        demonstration or evaluation software, will contain or be accompanied by
        any Self-Help Code or Unauthorized Code (as defined below). This
        warranty shall not applied to Evergreen software delivered over the
        Internet to which such Unauthorized Code may have been attached outside
        of Evergreen's control.

                                       14


                "Self-Help Code" means any back door, time bomb, drop dead
                device, or other routine, code, algorithm or hardware component
                designed or used: (i) to disable, erase, alter or harm the
                Evergreen Software or any computer system, program, database,
                data, hardware or communications system, automatically with the
                passage of time, or under the control of, or through some
                affirmative action by, a person other than Caldera or its
                Affiliate, or (ii) to access any computer system, program,
                database, data, hardware or communications system of Caldera or
                its Affiliate. "Self-Help Code" does not include any code in the
                Evergreen Software or any accompanying hardware component
                designed and used to permit Evergreen to obtain access to the
                Evergreen Software on Caldera's or its Affiliate's computer
                system (e.g., remote access via modem) solely for purposes of
                providing maintenance or technical support to Caldera or its
                Affiliate, provided that such code or hardware component is
                first disclosed to Caldera and approved by Caldera in writing.

                "Unauthorized Code" means any virus, Trojan horse, worm, or
                other routine, code, algorithm or hardware component designed or
                used to disable, erase, alter, or otherwise harm any computer
                system, program, database, data, hardware or communications
                system, or to consume, use, allocate or disrupt any computer
                resources, in a manner which is malicious or intended to damage
                or inconvenience. The term Unauthorized Code does not include
                Self-Help Code.

        Evergreen warrants that ECential will conform to the Documentation
        provided by Evergreen in connection with ECential and any then effective
        published specifications, descriptions or statements from Evergreen
        concerning ECential that are made in writing to Caldera for the benefit
        of Caldera or its end users. Caldera makes the same warranties and
        covenants to Evergreen with respect to Caldera's products as contained
        in this section.

        8.2 EXCLUSIONS.

        Evergreen makes no warranty concerning, and shall have no liability with
        respect to (a) software not delivered by Evergreen; (b) use of the
        Evergreen Software in a manner for which it was not designed; (c)
        Caldera's modification of the Evergreen Software in a manner to become
        infringing; or (d) any use of the Software in violation of this
        Agreement. Evergreen does not warrant that the Software is free from
        errors or that it will interface without any problems with Caldera's or
        any end-user's computer system, however, this does not negate or limit
        Evergreen's obligations of maintenance and support. Evergreen shall not
        be liable for any damage or loss to Caldera's computer or data resulting
        from the evaluation or use of the Evergreen Software.

        Caldera makes no warranty concerning, and shall have no liability with
        respect to (a) software not delivered by Caldera; (b) use of the Caldera
        Software in a manner for which it was not designed; (c) Evergreen's
        modification of the Caldera Software in a manner to become infringing;
        or (d) any use of the Software in violation of this Agreement. Caldera
        does not warrant that the Software is free from errors or that it will
        interface without any problems with Evergreen's or any end-user's
        computer system, however, this does not negate or limit Caldera's
        obligations of maintenance and support. Caldera shall not be liable for
        any damage or loss to Evergreen's computer or data resulting from the
        evaluation or use of the Caldera Software.

        8.3 DISCLAIMER.


                                       15


        EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE BUSINESS
        ALLIANCE, THE EVERGREEN SOFTWARE IS OFFERED "AS IS" WITH ALL FAULTS.
        CALDERA MAKES NO WARRANTIES NOT EXPRESSLY SET FORTH IN THE BUSINESS
        ALLIANCE. ALL WARRANTIES AND OTHER TERMS WHICH WOULD OTHERWISE BE
        IMPLIED OR INCORPORATED INTO THIS AGREEMENT BY STATUTE OR COMMON LAW ARE
        HEREBY EXCLUDED BY THE PARTIES. THE WARRANTIES OF MERCHANTABILITY AND
        FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED BY
        EVERGREEN AND CALDERA. IT IS EXPRESSLY AGREED THAT EVERGREEN SHALL NOT
        BE IN ANY WAY RESPONSIBLE FOR THE COMMERCIAL SUCCESS OF THE EVERGREEN
        SOFTWARE OR THE BUNDLED SOFTWARE AND THAT CALDERA SHALL NOT BE IN ANY
        WAY RESPONSIBLE FOR THE COMMERCIAL SUCCESS OF CALDERA SOFTWARE OR
        EVERGREEN SOFTWARE BUNDLED WITH CALDERA SOFTWARE. THERE ARE NO
        GURANATEED SALES OR MINIMUM ROYALTIES. NEITHER PARTY MAKES ANY
        WARRANTIES CONCERNING ANY THIRD PARTY SOFTWARE AND HAS NO OBLIGATION TO
        INDEMNIFY, DEFEND OR HOLD HARMLESS WITH RESPECT TO THIRD PARTY SOFTWARE.

        8.4 RESPONSE TO ANY INFRINGEMENT CLAIM.

        If Caldera receives notice of any claim that the Evergreen Software
        infringes a United States or foreign patent or copyright, Caldera shall
        promptly give written notice of the claim to Evergreen in accordance
        with Section 9.2 below. If Evergreen determines that the claim may have
        merit, Evergreen may instruct Caldera to cease selling licenses for the
        Evergreen Software. Evergreen shall have no obligation to indemnify
        Caldera for any sales of licenses that occur (a) after Caldera has
        notice of the infringement claim but before notice of such claim is
        given to Evergreen, or (b) after Evergreen has instructed Caldera to
        cease selling licenses, except for sales that are required by
        contractual commitments existing prior to (a) and (b) above. Upon
        receiving notice of the claim and determining that the claim may have
        merit, Evergreen shall use commercially reasonable efforts to (a)
        procure the right to continue using the Evergreen Software or portions
        thereof and all rights and licenses necessary for this Agreement and the
        Business Alliance; or (b) modify or replace all or part of the concerned
        Evergreen Software to avoid any infringement, provided that the modified
        Evergreen Software or the replacement is substantially the same or
        better in functions, features and performance. If Evergreen determines
        that it is not able to do either of the foregoing in a commercially
        reasonable fashion, as determined by Evergreen in Evergreen's sole
        discretion, Evergreen may terminate Caldera's license to sell further
        licenses of the Evergreen Software (i.e., remove the infringing
        Evergreen Software from eBuilder. In such case, Caldera shall have the
        right to terminate all future obligations of the parties under the
        Business Alliance, including this Agreement.

        If Evergreen receives notice of any claim that the Caldera Software
        infringes a United States or foreign patent or copyright, Evergreen
        shall promptly give written notice of the claim to Caldera in accordance
        with Section 9.2 below. If Caldera determines that the claim may have
        merit, Caldera may instruct Evergreen to cease selling licenses for the
        Caldera Software. Caldera shall have no obligation to indemnify
        Evergreen for any sales of licenses that occur (a) after Evergreen has
        notice of the infringement claim but before notice of such claim is
        given to Caldera, or (b) after Caldera has instructed Evergreen to cease
        selling licenses, except for sales that are required by contractual
        commitments existing prior to (a) and (b) above. Upon receiving notice
        of the claim and determining that the claim may have merit, Caldera
        shall use commercially reasonable efforts to (a) procure the right to
        continue using the Caldera Software or portions thereof and all rights
        and licenses necessary for this Agreement and the Business Alliance; or
        (b) modify or replace all or part of the concerned Caldera Software to
        avoid any infringement, provided that the modified Caldera Software or
        the replacement is substantially the same or better in functions,
        features and performance. If Caldera determines that it is not able to
        do either of the foregoing in a commercially reasonable fashion, as


                                       16


        determined by Caldera in Caldera's sole discretion, Caldera may
        terminate Evergreen's license to sell further licenses of the Caldera
        Software (i.e., remove the infringing Caldera Software from eBuilder).
        In such case, Evergreen shall have the right to terminate all future
        obligations of the parties under the Business Alliance, including this
        Agreement.

9. CROSS INDEMNITY

        9.1 INDEMNIFICATION

        Each party (the "first party") hereby agrees to indemnify, defend and
        hold the other party harmless from and against any and all losses,
        damages, judgments, settlements, liabilities, costs, charges and
        expenses, including reasonable attorneys' fees, arising out of or from
        any infringement or claim of infringement of any patent, copyright,
        trade secret, trademark or other proprietary right. When the
        infringement or claim of infringement applies to Evergreen Software,
        then Evergreen is the "first party." When the infringement or claim of
        infringement applies to Caldera Software, then Caldera is the "first
        party." The exclusions of Section 8.2 or elsewhere shall also be
        exclusions from the first parties obligations to indemnify, defend and
        hold harmless the other party hereunder. Regarding the part of said
        indemnity running from first party in favor of the other party, the
        first party shall indemnify, defend and hold harmless the other party
        only if: (i) the infringement is not caused by the combination of the
        Software (Evergreen Software if Evergreen is the first party; and
        Caldera Software if Caldera is the first party) with any other item not
        provided by the first party, including but not limited to software,
        data, or hardware, (ii) notification by the indemnified party shall be
        in accordance with Section 9.2 below. and (iii) the indemnified party
        allows the indemnifying party to control any litigation and settlement
        of such infringement charges in accordance with Sections 9.3 and 9.4
        below. Should any portion of the Software (Evergreen Software if
        Evergreen is the first party; and Caldera Software if Caldera is the
        first party) or its intended use become, or in the first parties opinion
        be likely to become, the subject of a claim of infringement of a United
        States patent, copyright or other proprietary right, then Section 8.4
        above shall apply. The first parties liability and obligation to the
        other party in the event of infringement or claimed infringement shall
        be strictly limited to the obligations set forth in this Article 9.

        9.2 NOTICE OF CLAIMS.

        A party entitled to indemnification under Section 9.1, or any other
        provision of this Agreement (an "Indemnified Party") shall give the
        party required to provide such indemnification (the "Indemnifying
        Party") written notice of any claim for indemnification promptly after
        the Indemnified Party actually learns of the existence of such claim.
        The Indemnifying Party shall have no obligation with respect to any
        claim to the extent that failure to promptly give such notice materially
        prejudices the ability of the Indemnifying Party to defend such claim.

        9.3 CONDUCT OF DEFENSE.

        The Indemnified Party shall permit the Indemnifying Party to assume the
        defense of any claim covered by the indemnification. The Indemnified
        Party shall have the right to approve the counsel who shall conduct the
        defense of the claim but shall not withhold such approval unreasonably.
        The Indemnified Party may participate in the defense at the Indemnified
        Parties expense.

        9.4 SETTLEMENTS.

        No Indemnifying Party, in the defense of any claim, shall, except with
        the consent of each Indemnified Party, consent to entry of any judgment
        or enter into any settlement that does not include an unconditional
        release by the claimant of the Indemnified Party from all liability in
        respect to the


                                       17


        claim. The Indemnified Party shall not settle any Claim without the
        consent of the Indemnifying Party. The consent of the Indemnifying Party
        is a condition to the obligation of the Indemnifying Party to pay money
        pursuant to this Article 9. The Indemnifying Party shall not
        unreasonably withhold consent to any proposed settlement. The settlement
        must not include any obligation on the part of the Indemnified Party,
        i.e., the settlement must be satisfied by the Indemnifying Party in
        full.

10. LIMITATION OF LIABILITY

        10.1 EXTENT OF LIABILITY.

        Except for liabilities and obligations under Section 8.4 or Article 9,
        and the royalty fees due Caldera pursuant to this Agreement and any
        interest thereon, Evergreen's liability arising out of this Agreement or
        arising out of the use or distribution of the Evergreen Software by
        Caldera shall be limited to the amount paid by Caldera to Evergreen for
        the Evergreen Software. Except for liabilities and obligations under
        Section 8.4 and Article 9, and the royalty fees due Evergreen pursuant
        to this Agreement and any interest thereon, Caldera's aggregate
        liability to Evergreen shall not exceed a limit equal to the same
        amount. Notwithstanding the foregoing, the limitation of liability under
        this section 10.1, does not apply to liabilities that arise to either
        party as a result of actions that infringe intellectual property or
        violate Confidential Information responsibilities under this Agreement.

        10.2 DISCLAIMER.

        IN NO EVENT SHALL EVERGREEN OR CALDERA BE LIABLE FOR COSTS OF
        PROCUREMENT OF SUBSTITUTE GOODS BY ANYONE (OTHER THAN AS PROVIDED FOR IN
        SECTIONS 8.4 AND 9.1), NOR WILL EVERGREEN OR CALDERA BE LIABLE FOR ANY
        SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
        DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, RELATING TO THIS
        AGREEMENT OR RESULTING FROM A USE OR INABILITY TO USE THE EVERGREEN
        SOFTWARE OR CALDERA SOFTWARE, OR EBUILDER OR OPENLINUX FOR EBUILDER,
        HOWEVER CAUSED, ARISING UNDER ANY CAUSE OF ACTION, INCLUDING WITHOUT
        LIMITATION, BREACH OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE
        OR OTHERWISE, AND WHETHER OR NOT EVERGREEN OR CALDERA HAS BEEN ADVISED
        OF THE POSSIBILITY OF SUCH DAMAGES. THE ESSENTIAL PURPOSE OF THIS
        SECTION 10.2 IS TO LIMIT THE POTENTIAL LIABILITY OF EVERGREEN AND
        CALDERA ARISING OUT OF THIS AGREEMENT. Notwithstanding the foregoing,
        the limitation of liability under this section 10.2, does not apply to
        liabilities that arise to either party as a result of actions that
        infringe intellectual property or violate Confidential Information
        responsibilities under this Agreement.

11. CONFIDENTIALITY.

        Evergreen and Caldera agree that each of them shall, during the term of
        this Agreement and for so long thereafter as the information remains
        confidential, take all steps which are reasonable to safeguard the
        confidentiality of, and proprietary rights to, the confidential
        information ("Confidential Information") of the other party which may be
        disclosed under this Agreement (including, but not limited to, product
        plans, designs, business plans, technical specifications, research, and
        customer or financial data, and Proprietary Data) and shall not, without
        the prior written consent of the other party, (a) use such Confidential
        Information for its own benefit or the benefit of any third party except
        for purposes expressly provided for in this Agreement, or (b) disclose
        such Confidential Information to any third party. This Article 11 shall
        not be construed to restrict, and Confidential Information shall not
        include, information which (a) is publicly known at the time of its
        disclosure to the receiving party, (b) is lawfully received by a party
        from a third party not bound in a confidential relationship to the
        disclosing party, (c) was already known by the receiving party prior to
        disclosure by the disclosing party, or (d) is independently developed or
        created by the receiving party without use of the Confidential
        Information from the disclosing party. There is no restriction on
        disclosures required by

                                       18



        law or court order. If, however, either party is issued a Subpoena or
        court order requiring disclosure of confidential information, it shall
        provide the other party hereto notice of such Subpoena or notice and
        provide said party an opportunity to contest it. Confidential
        Information which becomes publicly known through no fault of the
        receiving party after disclosure to the receiving party shall cease to
        be Confidential Information.

12. RESTRICTED RIGHTS OF GOVERNMENT USERS

        If an end user of any Evergreen Software will be an agency, department,
        or other entity of the United States Government (the "Government"), the
        end user's Software License Agreement shall include such "restricted
        rights of government users" clause as Evergreen has included in Exhibit
        B.

IN WITNESS WHEREOF the parties through their duly authorized representatives
have caused this OEM License Agreement to be executed as of the date first set
forth above.

CALDERA SYSTEMS, INC.                       EVERGREEN INTERNET, INC.


By: /s/ RANSOM H. LOVE                      By: /s/ PHILLIP E. BROUDBENT
   --------------------------------            ---------------------------------

Name: Ransom H. Love                        Name: Phillip E. Broudbent
     ------------------------------              -------------------------------

Title: CEO / President                      Title: CEO / President
      -----------------------------               ------------------------------



                                       19


                       EXHIBIT A TO OEM LICENSE AGREEMENT

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

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

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

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



ECential

        ECential(TM)  Enterprise
        ECential(TM)  Multi-Store
        Additional Store-Fronts for ECential Multi-Store
        Additional Server License
        ECential(TM) Enterprise Annual Software Maintenance
        ECenital(TM) Multi-Store Annual Software Maintenance

Pricing for Visibroker

        [Insert Pricing]

        Visibroker for Linux

Each party will unilaterally determine the price at which it sells, licenses or
distributes eBuilder.

As of the date of this Agreement there are no fees payable for any third party
software in ECential other than Visibroker. If any fees become payable to third
parties for third party software in ECential, then Evergreen shall provide as
much advance written notice as reasonably possible and this Exhibit shall be
amended by the parties to make it current.

Evergreen will use its best reasonable efforts to negotiate and obtain the most
favorable pricing for Visibroker and other third party software in ECential.

                                       20


                       EXHIBIT B to OEM License Agreement

ECENTIAL(TM) 2.X

                           SOFTWARE LICENSE AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALATION AND USE OF THE PROGRAM.
EVERGREEN INTERNET WILL LICENSE THE PROGRAM TO YOU (LICENSEE) ONLY IF YOU FIRST
ACCEPT THE TERMS OF THIS AGREEMENT. BY USING THE PROGRAM YOU AGREE TO THESE
TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, EXIT INSTALATION NOW.
ERASE, DESTROY, OR RETURN THE SOFTWARE TO EVERGREEN.

1.  LICENSE GRANT AND LIMITATION.

        a.) LICENSE. Subject to the terms and conditions of this Agreement,
        Evergreen grants Licensee a perpetual (except in the event of
        termination under section 13(b)), nontransferable, nonassignable,
        nonexclusive license to use one copy of Ecential(TM) Software
        ("Software") and user documentation. The Software licenses covered by
        this agreement are listed in Exhibit 1 hereto. B.) MODULAR BASED.
        Licensee understands and agrees that the Software is modular based to
        facilitate distributive computing.

        a.)

        c.) LIMITATIONS. Evergreen and/or its suppliers reserve all rights not
        expressly granted herein. Without limiting the generality of the
        preceding sentence, Licensee receives no rights and agrees:

                1.) not to modify, port, translate, localize, add features or
                    functionality, or create derivative works of the Software,

                2.) not to decompile, deencrypt, disassemble or otherwise
                    reverse engineer the Software, algorithms, logic or program
                    code of the Software or any derivative work thereof, or
                    attempt to do any of the same. Licensee does not and shall
                    not receive any rights by implication or otherwise in the
                    Software or any component thereof.

                3.) WEB SITE DISPLAY. Licensee shall, throughout its use of the
                    Software, display the following or something similar on its
                    home page and product pages:

                    "Ecential(TM) by Evergreen Internet, Inc.,
                    Setting the Standard for Open Commerce."

                or, a "powered by ECentialTM button represented with an
                Evergreen/ECential graphic provided by Evergreen.

2.  DELIVERABLES. Evergreen or its distributor shall provide Licensee one
    executable copy of the object code version of the Software and one copy of
    the Software's user documentation. Licensee shall not copy the Software
    (except for one archival copy for back up purposes only) or the user
    documentation, subject to the conditions referred to in the license grant
    herein.

3.  TITLE. The Software is licensed, not sold. Title to the Software remains
    with Evergreen. Title to any third party software used by the Software
    remains with the third party.

4.  THIRD PARTY SOFTWARE. Licensee understands and agrees that the Software
    utilizes software components from third parties as described in Exhibit 2
    and said third party software is licensed to Licensee pursuant to the terms
    of the license agreement(s) as stated in Exhibit 2. Licensee hereby agrees
    to abide by the terms of the third party license agreement(s) included in
    Exhibit 2 which accompany this Agreement. Evergreen makes no warranties
    regarding third party software.

5.  INSTALLATION. Licensee shall be responsible for installation of the
    Software.


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6.  CONFIDENTIALITY. Licensee agrees that neither Licensee, its agents nor its
    employees shall in any manner use, disclose or otherwise communicate any
    information with respect to the Software which might enable use or copying
    of all or any portion of the Software. Licensee agrees to take all necessary
    action to protect the confidential and proprietary information included in
    the Software, including appropriate instruction and agreement with its
    employees.

7.  SOFTWARE SUPPORT POLICY This license does not guarantee software support
    from Evergreen. Any software support is provided by separate agreement with
    the distributor of this software.

8.  WARRANTIES.

    a.) Evergreen warrants that it has clear title to the Software. Evergreen
        warrants to Licensee that it has all necessary rights, power and
        authority to enter into this Agreement and to grant the rights granted
        under this Agreement.

    b.) Licensee warrants that it has all necessary rights, power and authority
        to enter into this Agreement and to grant the rights granted under this
        Agreement.

    c.) Evergreen warrants that the Software as delivered to Licensee is not
        contaminated by harmful computer programming code.

    d.) Company warrants that the software accurately processes date/time data
        (including but not limited to, calculating, comparing and sequencing)
        from, into, and between the twentieth and twenty-first centuries, and
        the years 1999 and 2000 and leap year calculations, to the extent that
        other information technology properly exchanges date/time data with it.

    e.) For 90 days from the date software is installed, Evergreen warrants that
        the Software will perform substantially in accordance with the
        accompanying documentation, and the Software media will be free from
        defects in materials and workmanship. In the event of a breach of this
        warranty, Evergreen shall (a) refund to Licensee the price paid for the
        Software, or (b) repair or replace the Software that does not meet this
        Limited Warranty.

    f.) EXCEPT AS OTHERWISE PROVIDED HEREIN, THE SOFTWARE AND THE ACCOMPANYING
        WRITTEN MATERIALS ARE PROVIDED "AS IS" WITHOUT EXPRESS OR IMPLIED
        WARRANTY OF ANY KIND. EVERGREEN FURTHER DISCLAIMS ALL IMPLIED
        WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF
        MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EVERGREEN DOES NOT
        WARRANT THAT THE SOFTWARE WILL BE ERROR FREE OR WILL OPERATE WITHOUT
        INTERRUPTION OR THAT THE SOFTWARE DOES NOT INFRINGE ANY COPYRIGHT,
        PATENT, ETC. OF ANY THIRD PARTY. THE ENTIRE RISK ARISING OUT OF THE USE
        OR PERFORMANCE OF THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS
        REMAINS WITH LICENSEE.

        The Software is not designed or licensed for use in hazardous
        environments requiring fail-safe controls, including without limitation
        operation of nuclear facilities, aircraft navigation or communication
        systems, air traffic control, and life support or weapons systems.
        Without limiting the generality of the foregoing, Evergreen specifically
        disclaims any express or implied warranty of fitness for such purposes.

9.  INDEMNITY. Both parties shall indemnify, defend and hold the other party
    harmless from and against any and all losses, damages, liabilities, costs,
    charges and expenses, including reasonable attorneys' fees, arising out of
    any breach by either party of their obligations under this agreement or from
    any infringement or claim of infringement of any patent, copyright, trade
    secret, trademark or other proprietary right based on or arising out of the
    creation, use or installation by Licensee of the Software. Regarding the
    part of said indemnity running from Evergreen in favor of Licensee,
    Evergreen shall indemnify and hold harmless Licensee for any liability for
    infringement of any United States patent, copyright or trade secret rights
    of and due to a third party caused solely by the use of the Software in
    accordance with the Software's documentation, provided that: (i) the
    infringement is not caused by the combination of the Software with any other
    item not provided by the Evergreen, including but not limited to software,
    data, or


                                       22


    hardware, (ii) Licensee notifies Evergreen in writing within ten (10) days 
    of Licensee's first knowledge of a charge of infringement of patent, 
    copyright or trade secret rights by another party, and (iii) Licensee agrees
    to allow Evergreen to fully control any litigation and settlement of such
    infringement charges provided any such settlement does not require the
    Licensee to make any payment.

10. NO CONSEQUENTIAL DAMAGES. Evergreen shall not be liable to Licensee for
    indirect, special, incidental, exemplary, punitive, or consequential damages
    (including, without limitation, lost profits) related to this Agreement or
    resulting from Licensee's use or inability to use the Software, arising from
    any cause of action whatsoever, including without limitation, contract,
    warranty, strict liability, or negligence, even if notified of the
    possibility of such damages.

11. LIMITATION ON RECOVERY. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL
    EVERGREEN BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR
    CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS LICENSE. SOME
    JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL
    DAMAGES SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall either
    Evergreen's total liability to you for all damages exceed the amount paid
    for this License for the Software.

12. PROPRIETARY RIGHTS. Except as expressly provided for in Section 1 of this
    Agreement, Evergreen and/or its suppliers retain any and all right, title
    and interest in and to the Software. This Agreement grants no additional
    express or implied license, right or interest in any copyright, patent,
    trade secret, trademark, invention or other intellectual property right of
    Evergreen Internet, Inc. or its suppliers. Licensee receives no rights to
    and will not distribute, sublicense, sell, assign, lease market, transfer,
    encumber or suffer to exist any lien or security interest on the Software,
    nor will Licensee take any action that would cause the Software to be placed
    in the public domain. Licensee will not remove, or allow to be removed, any
    Evergreen copyright, trade secret or other proprietary rights notice from
    the Software. Licensee will not make any warranties with respect to the
    Software beyond those made to Licensee by Evergreen under this Agreement.
    Evergreen and its suppliers reserve all rights not specifically granted
    under this License.

13. GENERAL PROVISIONS.

    a.  ASSIGNMENT. Licensee shall not assign or otherwise transfer the Software
        or this Agreement to anyone, including any parent, subsidiaries,
        affiliated entities or third parties, or as a part of the sale of any
        portion of its business, or pursuant to any merger, consolidation or
        reorganization, without Evergreen's prior written consent. Third
        parties, such as consultants, subcontractors, or agents of licensee who
        have been contracted by the licensee to implement the Software on
        Licensee's behalf at licensee's facility, or in a hosting facility, and
        who have agreed in writing to use the Software only in accordance with
        the terms and conditions of this license, do not violate this Section
        13(a).

    b.  TERMINATION. Without prejudice to other rights, Evergreen may terminate
        this License if Licensee fails to comply with the terms and conditions
        of the License, provided that prior to any termination Evergreen shall
        have provided written notice to Licensee specifying the nature of such
        failure to comply and Licensee shall have failed to remedy such failure
        within 30 days of receipt of such notice. In such event, Licensee must
        destroy all copies of the Software and all of its component parts and
        shall certify in writing to Evergreen that such destruction has
        occurred.

    c.  NOTICES. Any notice required or permitted to be sent to a party under
        this Agreement will be in writing, effective on receipt by that party,
        and will be sent by overnight carrier, fax, first-class mail or personal
        delivery to the Address for Notice given for that party below. Either
        party may change its notice address by giving written notice to the
        other party at the other party's notice address.

    d.  EXPORT. Licensee may not export or re-export the Software to a national
        of a country in Country Groups E:1 or E:2 without a license or a license
        exception from the U.S. Department of Commerce nor otherwise violate any
        provision of U.S. export laws.


                                       23


        IMPORTANT NOTICE: THIS SOFTWARE OR ANY UNDERLYING INFORMATION OR ANY
        UNDERLYING TECHNOLOGY MAY NOT BE DOWNLOADED, DISTRIBUTED OR OTHERWISE
        EXPORTED OR RE-EXPORTED OUTSIDE THE UNITED STATES (OR CANADA) OR TO ANY
        FOREIGN ENTITY OR "FOREIGN PERSON" AS DEFINED BY U.S. GOVERNMENT
        REGULATIONS. INCLUDING WITHOUT LIMITATION ANYONE WHO IS NOT A CITIZEN,
        NATIONAL, OR LAWFUL PERMANENT RESIDENT OF THE UNITED STATES (OR CANADA)
        OR TO ANYONE ON THE U.S. TREASURY DEPARTMENT'S LIST OF SPECIALLY
        DESIGNATED NATIONALS OR ON THE U.S. COMMERCE DEPARTMENT'S TABLE OF
        DENIAL ORDERS OR ENTITY LIST, OR INTO (OR TO A NATIONAL OR RESIDENT OF)
        CUBA, IRAQ, LIBYA, NORTH KOREA, IRAN OR ANY OTHER COUNTRY TO WHICH THE
        U.S. EMBARGOES GOODS. BY DOWNLOADING OR USING THIS SOFTWARE, YOU AND
        YOUR COMPANY ARE AGREEING TO ABIDE BY THE FOREGOING AND ARE WARRANTING
        THAT YOU AND YOUR COMPANY ARE NOT A FOREIGN PERSON OR FOREIGN ENTITY
        (OTHER THAN A CANADIAN PERSON OR CANADIAN ENTITY) OR UNDER THE CONTROL
        OF A FOREIGN PERSON OR FOREIGN ENTITY (OTHER THAN A CANADIAN PERSON OR
        CANADIAN ENTITY).

    e.  ARBITRATION. Evergreen and the Licensee shall settle any controversy
        arising out of this Agreement by arbitration in the State of Arizona in
        accordance with the rules of the American Arbitration Association. A
        single arbitrator shall be agreed upon by Evergreen and the Licensee or,
        if Evergreen and the Licensee cannot agree upon an arbitrator within
        thirty (30) days, then Evergreen and the Licensee agree that a single
        arbitrator shall be appointed by the American Arbitration Association.
        The arbitrator may award attorneys' fees and costs as part of the award.
        The award of the arbitrator shall be binding and may be entered as a
        judgment in any court of competent jurisdiction. The arbitrator shall
        not have the power to award non-monetary, injunctive or equitable relief
        of any sort, which may be sought in court as provided in section 13(l),
        in addition to any other legal remedies that may be available hereunder.

    f.  COMPLETE AGREEMENT. Evergreen and the Licensee agree that this Agreement
        is the complete and exclusive statement of the agreement between
        Evergreen and the Licensee, which supersedes and merges all prior
        proposals, understandings and all other agreements, oral or written,
        between the Evergreen and the Licensee relating to this Agreement.

    g.  AMENDMENT. This Agreement may not be modified, altered or amended except
        by written instrument duly executed by both Evergreen and the Licensee.

    h.  WAIVER. The waiver or failure of either Evergreen or the Licensee to
        exercise in any respect any right provided for in this Agreement shall
        not be deemed a waiver of any further right under this Agreement. Any
        waiver must be in writing, signed by the party waiving its rights.

    i.  SEVERABILITY. If any provision of this Agreement is invalid, illegal or
        unenforceable under any applicable statute or rule of law, it is to that
        extent to be deemed omitted. The remainder of the Agreement shall be
        valid and enforceable to the maximum extent possible.

    j.  RECORDS INSPECTION. Upon three business days written notice, Licensee
        shall allow Evergreen and/or its agents to inspect and audit all of
        Licensee's records, in any media, relating to the Software and this
        Agreement, at the Licensee's regular place of business and at such
        reasonable times as shall not disrupt Licensee's business operations, to
        confirm Licensee's compliance with its obligations hereunder. If such
        inspection and/or audit discloses that Licensee has not complied with
        its obligations, Licensee shall bear the full cost of the inspection and
        audit, in addition to any other rights Evergreen may have hereunder.

    k.  GOVERNING LAW. This agreement and performance hereunder shall be
        governed by the laws of the State of Arizona without regard to conflict
        of law principles. Any Dispute shall be resolved in Maricopa County,
        Arizona, and


                                       24


        Licensee submits to the personal jurisdiction in Arizona of the
        arbitrator and/or the Arizona court, as appropriate under the Agreement.

                                       25


IN WITNESS WHEREOF, by virtue of accepting the Software by electronic means,
downloading, installing the Software, or by using the Software in any way, the
parties hereto have caused this Ecential(TM) License to be executed and consider
this AGREEMENT to be effective as of the day and year the software was acquired.

Address for Notice:

Evergreen Internet, Inc.
3260 North Colorado Street
Phoenix, AZ 85225
Phone: 602-926-4500  Fax: 602-926-8939

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