Employment Agreement - VA Research Inc. and Greg E. Zehr

                            [VA RESEARCH LETTERHEAD]December 11, 1998Greg E. Zehr105 Lorain Pl.Los Gatos, CA 95032Dear Greg:At VA Research, we depend on the commitment, enthusiasm and skills of our teammembers to lead the company's growth. Each person has both the luxury and theduty to contribute to the future success of the company in the most meaningfulway he or she can.With this in mind, we are pleased to offer you a position as Vice President ofEngineering, effective immediately.We view your appointment as the beginning of a new stage in the VA Researchbusiness plan. We're looking to you to help fulfill the company's goal tobecome a recognized leader in Linux systems, in the context of a sincereunderstanding of the Open Source culture and an ability to engineer qualityproducts in the tight margin environment.As Vice President of Engineering, you will play a senior management role indirecting the company. Your areas of responsibility will include:     Managing the complete product engineering process, from concept to product     launch.     Representing the company in engineering issues to customers, the Linux     community, suppliers, investors, media representatives and the general     community.     Modifying your responsibilities as the company's needs warrant.Your compensation will consist of:     A monthly salary of $12,500.00.     Pending approval by the Board of Directors, participation in the company's     stock option plan with 219,047 shares (2.0% equity stake on a post venture     financing basis) granted on your starting date and vesting according to     the plan schedule (currently 25 percent after one year and 1/48 per month     thereafter), with one year acceleration in the event of a change of     control and involuntary termination.     Health insurance through Lifeguard and dental insurance through the     Guardian.     Participation in the company's 401K plan.     3 weeks paid vacation each year.     An opportunity for a performance bonus in monthly installments totalling     $50,000.00 over the course of a year.     In the event of involuntary termination for any reason, a severance package     equal to six months' salary and pro-rated bonus will be paid on a salary     continuation basis with medical benefits coverage during the severance     period.As with all VA Research staff, your employment is "at will," meaning eitheryou or the company may terminate your employment with two weeks written notice.If you ever feel it necessary to discuss issues of your employment, please feelfree to raise them frankly with us.Welcome to our team.Sincerely,/s/ LARRY M. AUGUSTIN                        /s/ JOHN T. HALL-----------------------                      ---------------------Larry M. Augustin, PhD                       John T. HallPresident                                    Vice PresidentAccepted by:/s/ GREG E. ZEHR                             12/11/98---------------------                        -------------------Greg E. Zehr                                 Date

May 24, 1999Todd B. Schull7913 Paragon CirclePleasanton, CA 94588Dear Todd:At VA Research, we depend on the commitment, enthusiasm and skills of our teammembers to lead the company's growth. Each person has both the luxury and theduty to contribute to the future success of the company in the most meaningfulway he or she can.With this in mind, we are pleased to offer you a permanent position as ChiefFinancial Officer, effective immediately.We view your appointment as the beginning of a new stage in the VA Researchbusiness plan. We're looking to you to fulfill the company's goal to become arecognized leader in Linux, with a sincere understanding of the Open Sourceculture and an ability to deliver quality products in a timely manner.As Chief Financial Officer, you will play a senior management role in directingthe company. Your areas of responsibility will include:     Financial planning, budgeting, and reporting.     Sales order administration.     All general administrative functions of the company.     Facilities management.     General accounting functions including payables, receivables, and     invoicing.     Human resources, recruiting, and payroll.     Investor relations and financing.     Representing the company on a variety of issues to customers, the Linux     community, suppliers, investors, media representatives and the general     community.     Modifying your responsibilities as the company's needs warrant.Your compensation will consist of:     A monthly salary of $15,000.     Subject to approval by the board of directors, participation in the     company's stock option plan with 249,717 shares at the standard option     price granted on your starting date and vesting according to the plan     schedule (currently 25% vested after 1 year and 1/48 per month thereafter)     Health insurance through Lifeguard and dental insurance through the     Guardian.     3 weeks paid vacation each year.In the event of involuntary termination for any reason, a severance packageequal to the higher of either 1 month salary for every year of service or 3month's salary will be paid on a salary continuation basis with medicalbenefits coverage during the severance period.     As with all VA Research staff, your employment is "at will," meaning either youor the company may terminate your employment with two weeks written notice. Ifyou ever feel it necessary to discuss issues of your employment, please feelfree to raise them frankly with us.Welcome to our team.Sincerely,/s/ LARRY M. AUGUSTIN--------------------------Larry M. Augustin, PhDPresident & CEOAccepted by:--------------------------    -------------Todd B. Schull                Date