<PAGE>   1
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION
CONTAINED IN THIS EXHIBIT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.

                                                                   EXHIBIT 10.15

                           NOVELL/COMPANY CONFIDENTIAL


                       STANDARD INBOUND LICENSE AGREEMENT
                             (PRODUCT SOURCE CODE)

1.      PREAMBLE. This Standard Inbound License Agreement ("Agreement") is
        agreed to by Talarian Corporation, a California Corporation with
        principal offices at 333 Distel Circle, Los Altos, CA 94022-1404
        ("Company") and Novell, Inc., a Delaware corporation with principal
        offices at 122 East 1700 South, Provo, Utah 84606 ("Novell").

2.      PURPOSE. Novell develops and markets computer software products. Company
        develops and markets computer software products that will interoperate
        with NetWare and other Novell products as specified elsewhere in this
        Agreement. This Agreement sets forth the terms and conditions under
        which Company will license the Licensed Work defined below to Novell.

3.      DEFINITIONS. The following terms shall have the definitions stated
        below:

        a.     Basic SDK - shall mean all versions (including all localized
               and/or enabled versions) of the SSSDK (in Binary Code and Source
               Code form), all corresponding patches, service packs, developer
               kits, updates, and upgrades thereto, all corresponding subsets
               and supersets, and all corresponding Development Environment
               materials that are not Generally Available, with the exception
               that the Basic SDK shall not include use of the following APIs:

                      [ **                                ].


        b.     Binary Code - shall mean computer programming code that loads and
               executes without further processing by a software compiler or
               linker or that results when Source Code is processed by a
               software compiler.

        c.     Code - shall mean Binary Code and Source Code.

        d.     Derivative Work - shall mean a work that is based on one or more
               preexisting works (such as a revision, enhancement, modification,
               translation, abridgement, condensation, expansion, or any other
               form in which such preexisting work may be recast, transformed,
               or adapted) and that, if prepared without authorization of the
               copyright owner of such preexisting work, would constitute
               copyright infringement under US law.

        e.     Development Environment - shall mean any Code, Documentation,
               media or development tool (including compilers, workbenches,
               tools, and higher-level or proprietary languages) that are used
               or required by a party for the development, maintenance or
               implementation of any deliverable. In addition to the foregoing,
               Development Environment also includes information necessary for
               the deliverable's recipient to acquire any relevant hardware or
               software that is created and marketed by third party vendors.


**Confidential treatment has been requested with respect to certain
information contained in this document. Confidential portions have been
omitted from the public filing and have been filed separately with the
Securities and Exchange Commission.
<PAGE>   2

        f.     Documentation - shall mean user manuals and other written
               materials in all formats and media that relate to particular Code
               including machine-readable text or graphic files subject to
               display or print-out.

        g.     Effective Date - shall mean the later of the dates on which this
               Agreement is executed by a duly authorized representative of
               Company or Novell.

        h.     Error - shall mean a: 1) a program function that is described in
               user Documentation or the Agreement but is omitted from the Code,
               or a program function or user interface that does not operate or
               that gives incorrect results when measured against its design
               specifications; and/or 2) a failure of the Documentation to
               describe accurately a program function required by this
               Agreement, to meet other requirements of this Agreement, or to
               enable reasonably competent users to correctly operate the
               associated Code.

        i.     General Availability and Generally Available - shall mean, with
               respect to a particular item, that the item is available to
               members of the general public.

        j.     Licensed Trademarks - shall mean all word marks, their associated
               design marks, and all other trademarks and trade dress used by
               Company to identify and/or market the Licensed Works.

        k.     Licensed Works - shall mean SmartSockets Event Systems and the
               Basic SDK. "Licensed Works" shall also include MQexpress if
               licensed as set forth in Section 13.b.

        l.     MQexpress - shall mean all versions (including all localized
               and/or enabled versions) of the following works (in Binary Code
               and Source Code form), all corresponding patches, service packs,
               developer kits, updates, and upgrades thereto, all corresponding
               subsets and supersets, and all corresponding Development
               Environment materials that are not Generally Available:

                      MQexpress is a message queuing solution designed to
                      integrate seamlessly with publish-subscribe middleware,
                      allowing developers to combine the reliability and
                      transactional integrity of message queuing capabilities
                      with the high-volume, high performance capabilities of
                      publish-subscribe. MQexpress includes a development API
                      and class libraries which will be referred to as "MQSDK"
                      for this Agreement, and an independent "MQserver" process
                      which is required to support MQexpress operation at
                      runtime. MQexpress is more completely described in Exhibit
                      D.

        m.     Novell Directory Enabling Code - shall mean the Code for all
               additions and modifications made by Novell to the Licensed Works
               Source Code for the purpose of enabling Licensed Works to use any
               directory service such as LDAP or Novell Directory Services
               (NDS).

        n.     Novell Enhanced Code - shall mean the Source Code and Binary Code
               of Novell's modifications to the Licensed Works that Novell
               intends to make



                                       2
<PAGE>   3

               Generally Available and that is provided to Company pursuant to
               Section 11 and Section 12. Novell Enhanced Code shall not include
               any Code owned or licensed by RSA Security Incorporated.

        o.     Novell FCS Date - shall mean the first date that Novell makes the
               RT Server Generally Available to commercial customers.

        p.     Novell SDK FCS Date - shall mean the first date that Novell makes
               Basic SDK Generally Available to commercial customers.

        q.     Novell Products - shall mean all versions of all products
               distributed by Novell including but not limited to corresponding
               software development kits, updates, upgrades, and service packs,
               whether the foregoing are created, marketed, distributed, and/or
               sold by Novell or third parties, provided that the products add
               significant value add beyond the capabilities contained in the
               Licensed Works.

        r.     Product Distribution Questionnaire - shall mean a questionnaire
               in the form supplied in Exhibit C hereto by which Company
               represents to Novell its rights with respect to materials
               provided to Novell hereunder.

        s.     SmartSockets Event Systems - shall mean all versions (including
               all localized and/or enabled versions) of the following works (in
               Binary Code and Source Code form), all corresponding patches,
               service packs, developer kits, updates, and upgrades thereto, all
               corresponding subsets and supersets, and all corresponding
               Development Environment materials that are not Generally
               Available:

                      SmartSockets Event Systems is a publish-subscribe
                      middleware solution that provides application programming
                      interfaces (APIs) and class libraries (the SSSDK) to
                      enable the development of real-time, highly distributed
                      applications. SmartSockets also includes an independent
                      "RTserver" process which is required to support
                      SmartSockets operation at runtime. The SmartSockets Event
                      System is more completely described in Exhibit D.

        t.     Source Code - shall mean the human-readable form of computer
               programming code and related system Documentation, including all
               comments and any procedural language.

        u.     SSSDK - shall mean the SmartSockets Event Systems development API
               and the class libraries that enable the development of real-time,
               highly distributed applications as more fully described in
               Exhibit D.

        v.     Talarian Products - shall mean all versions of all products
               distributed by Company including but not limited to corresponding
               software development kits, updates, upgrades, and service packs,
               whether the foregoing are created, marketed, distributed, and/or
               sold by Company or third parties, provided that the products add
               significant value add beyond the capabilities contained in the
               Novell Enhanced Code. In the event of acquisition of Company,
               Talarian Products may



                                       3
<PAGE>   4

               include the acquiring company's products, subject to Novell's
               consent which shall not be unreasonably withheld.

        w.     Year 2000 Compliancy or Year 2000 Compliant - shall mean that (i)
               a product accurately process, address, store, and calculate date
               data from, into, and beyond the years 1999, 2000 and 2001,
               including leap year calculations, and (ii) all of the product's
               date-related functionality and data fields identify century and
               millennium, and (iii) the product is able accurately to perform
               calculations that involve a four-digit year field.

4.      PROJECT MANAGERS. Each party shall designate a Project Manager that
        shall be responsible for all necessary coordination with the other party
        under the Agreement.

5.      LICENSE GRANTS TO NOVELL.

        a.     SmartSockets Event Systems/MQexpress License Grant. Company
               grants to Novell a perpetual, irrevocable, non-exclusive,
               worldwide, fully paid-up right to use, reproduce, distribute in
               Binary Code form (by sale, lease, rental, or otherwise), modify,
               display, perform the Licensed Works, and to directly or
               indirectly sublicense the foregoing rights, provided that
               Novell's use of SmartSockets Event Systems and MQexpress (if
               licensed) is in connection with Novell Products. This license
               shall be under all of Company's inventions, discoveries, patents,
               copyrights, trade secrets, inventors certificates, utility models
               (and similar forms of legal protection of any country) and other
               proprietary rights, including those of third parties under which
               Company has the right to grant licenses, necessary to exercise
               the rights granted under this Agreement, regardless of when such
               proprietary rights were first conceived, reduced to practice,
               created, or perfected.

        b.     Restrictions. Novell's license rights in Section 5.a are
               expressly subject to the following restrictions:

               (i)    Novell shall only embed components of the Licensed Works
                      in connection with Novell Products to the extent that
                      Novell has a good faith reason for embedding such
                      components.

               (ii)   Any distribution of RTserver and/or MQserver (other than
                      error corrections, fixes, updates or materials of a
                      similar nature) must include a technical dependency on a
                      Novell Product such that the standalone distribution would
                      not run without the presence of the Novell Product,
                      excepting provisional operation when the Novell Product is
                      inoperable.

               (iii)  The Source Code for the embedded components of the
                      SmartSockets Event Systems and MQexpress shall only be
                      sublicensed in connection with a sublicense of the Novell
                      Product Source Code in which SmartSockets Event Systems or
                      MQexpress components are embedded and under terms at least
                      as protective as those terms applicable to the



                                       4
<PAGE>   5

                      Novell Product Source Code. Upon Company's request, Novell
                      shall identify any Source Code sublicensees of the
                      embedded components of the SmartSockets Event Systems and
                      MQexpress, provided that doing so does not violate a
                      contractual obligation owed by Novell to a third party.
                      The license rights granted in this Section 5 are subject
                      to and conditioned upon the restriction that no component
                      of the SmartSockets Event Systems and MQexpress Source
                      Code is provided or licensed directly or indirectly to the
                      companies listed in Exhibit E. Company may amend the
                      companies listed in Exhibit E, subject to Novell's
                      reasonable objection. SmartSockets Event Systems and
                      MQexpress in Source Code form constitute Confidential
                      Information of Company.

        c.     SDK License Grant. In addition to the licenses granted in Section
               5.a, Company grants to Novell a perpetual, irrevocable,
               non-exclusive, worldwide, royalty-free right to use, reproduce,
               distribute in Binary Code form (by sale, lease, rental, or
               otherwise), modify, display, and perform the Basic SDK, and to
               directly or indirectly sublicense the foregoing rights. This
               license shall be under all of Company's inventions, discoveries,
               patents, copyrights, trade secrets, inventor's certificates,
               utility models (and similar forms of legal protection of any
               country) and other proprietary rights, including those of third
               parties under which Company has the right to grant licenses,
               necessary to exercise the rights granted under this Agreement,
               regardless of when such proprietary rights were first conceived,
               reduced to practice, created, or perfected.

        d.     Restrictions. Novell's license rights in Section 5.c are
               expressly subject to the following restriction: Novell shall not
               sublicense the Basic SDK Source Code to third parties (except to
               the extent authorized in Section 5.a) without Company's prior
               written consent.

        e.     API.  [ **                                        ].


        f.     Licensed Marks. Company grants Novell worldwide, non-exclusive,
               non-transferable, royalty free, fully paid-up license to use the
               Licensed Trademarks in connection with the distribution and
               marketing of Licensed Works, and to directly or indirectly
               sublicense the foregoing rights. Company will at all times use
               commercially reasonable efforts to preserve the value and
               validity of the Licensed Trademarks; furthermore, in the event an
               unauthorized third party uses the Licensed Trademarks in a
               confusingly similar manner, Company shall have an obligation to
               take action to prevent such use. Company shall notify Novell of
               all claims that the Licensed Trademarks conflict with the rights
               of third parties. Company hereby expressly represents that the
               existing Licensed Trademarks are valid and are the exclusive
               property of Company. If Novell has a substantial business concern
               that Novell will not be able to freely market and distribute the
               Licensed Works due to a conflict with a third party over use of
               the Licensed Marks, Novell shall notify Company and Company may
               provide an alternative,


**Confidential treatment has been requested with respect to certain
information contained in this document. Confidential portions have been
omitted from the public filing and have been filed separately with the
Securities and Exchange Commission.


                                       5
<PAGE>   6

               clean mark. If Company does not provide the alternative marks
               within ten (10) business days of receiving written notice from
               Novell, Novell shall be free to market and distribute the
               Licensed Works under a mark(s) of Novell's choice.

        g.     Ownership. Unless specifically stated otherwise, this Agreement
               shall not change the ownership of any materials developed or
               provided under this Agreement.

        h.     Copyright Notice. Novell shall reproduce copyright notices
               included in the Basic SDK, regardless of whether the Basic SDK is
               distributed as a Novell product or a Company product.

6.      PRODUCT REQUIREMENTS AND DELIVERY. The Product Requirements for the
        Licensed Works are the requirements set forth in this Section and in
        Exhibit A to this Agreement. Company shall deliver to Novell Licensed
        Works that conform to the Product Requirements. Such deliveries shall be
        in accordance with the schedules set forth in Exhibit A; to any extent
        that Exhibit A does not contain delivery dates for any particular
        deliverable, Company shall provide the deliverable to Novell upon the
        completion of its development. The initial delivery of MQexpress shall
        be within five (5) business days of receipt of the payment specified in
        Section 13.b.

        a.     Product Distribution Questionnaire. Novell requires certain
               information about products prior to distribution. Company shall
               concurrently with the delivery of any and all Licensed Works
               pursuant to this Agreement deliver, or at such other times as
               Novell may reasonably request, a document providing certain
               information required by Novell. Company shall provide this
               information in the form of the then current Product Distribution
               Questionnaire attached in Exhibit C. After initial delivery of a
               Licensed Work, Company may provide the required information in
               the form of the then current Supplemental Product Distribution
               Questionnaire also attached in Exhibit C.

        b.     Globalization. To any extent that Company agrees (as may be
               specified in Exhibit A or any amendment to this Agreement) to
               develop additional localized or enabled versions of the Licensed
               Works, such versions shall comply with Novell's then current
               enablement and localization standards.

        c.     Harmful Code. Company agrees to implement reasonable procedures
               adequate to prevent any Code provided to Novell hereunder from
               being contaminated with Harmful Code. If Company learns or
               suspects that any Code provided to Novell under this Agreement
               contains any Harmful Code, Company will immediately notify Novell
               and use best efforts to remove the Harmful Code. The remedies
               provided by this section are in addition to any other remedies
               Novell may have. For purposes of this Section, "Harmful Code"
               shall mean any Code constructed with the ability to damage,
               interfere with, or adversely affect computer programs, data
               files, or hardware without the consent or intent of the computer
               user. This definition includes, but is not limited to,
               self-replacing and self-propagating programming instructions
               commonly called "viruses," "trojan horses" and "worms."



                                       6
<PAGE>   7

        d.     Year 2000.  The Licensed Works shall be Year 2000 Compliant.

7.      PACKAGING AND END USER LICENSING. Novell will determine the packaging
        for the Licensed Work at its sole discretion. Company will
        electronically embed the following in the master copy of the Basic SDK
        provided to Novell: (i) Company's end user license agreement ("EULA"),
        with Company as the licensor, and (ii) the end user Documentation.
        Except as agreed to expressly agreed to herein, Novell will have no
        obligation to insert or include any brochure or other materials with the
        Licensed Work. Company acknowledges that Novell may distribute a
        modified version of the Basic SDK, including without limitation removing
        the RTServer.

        In addition, Company agrees that Novell may, at its option, distribute
        the Basic SDK (including modifications) as a Novell product pursuant to
        a EULA, with Novell as the licensor, using "Novellized" screens and a
        Novell product name.

8.      DEVELOPMENT. Company agrees to join the DeveloperNet program; Novell
        will provide technical support of any Company development efforts
        hereunder through DeveloperNet Labs and if mutually agreed upon through
        Novell engineering personnel, in either case such support being subject
        to the terms and conditions of a separate DeveloperNet Labs Agreement.

9.      MARKETING OBLIGATIONS.  The parties agree to perform the following
        marketing activities:

        a.     Company may, at its option, participate in the then current
               partner program at the Solution Partner Partnership level,
               provided that Company pays all associated fees. Company
               acknowledges that there is an annual fee required if it chooses
               to participate at this level.

        b.     For a period of six months from the Novell SDK FCS Date (or
               longer as mutually agreed) and subject to Novell's approval as to
               form and content, Novell will include a one page marketing insert
               in the Novell Developer Solution Pack that is distributed at
               trade shows, conferences and other events. Company will be
               responsible for printed material production costs and delivery to
               Novell.

        c.     Novell and Company will cooperate to issue a joint press release
               to communicate the relationship between the parties. The press
               release will be issued at a date determined by Novell, but no
               later than 45 days from the Effective Date. Company will be
               responsible for drafting the press release and working with
               Novell PR on editing and approval cycles. Novell and Company will
               cooperate on future press releases announcing product releases,
               success stories, and other newsworthy events as mutually agreed
               by both parties. Novell will support Company's press relations
               efforts through supporting quotes for Company's press
               announcements and, when appropriate, provide a spokesperson
               and/or participation in Company's press events.



                                       7
<PAGE>   8

        d.     Novell and Company will provide links to the partner section of
               their respective web sites.

        e.     Company will be provided the opportunity to participate in
               selected marketing opportunities and programs as described in the
               then current Novell Partner Opportunity Planner and the then
               current Solution Partner Program Guide.

10.     END USER SUPPORT. During the term of the Agreement, Novell and Company
        shall provide support for the Licensed Works according to the terms and
        conditions of Exhibit B hereto. In addition, Novell may at it's
        discretion, perform certain Level 2 Support efforts, which shall in no
        way relieve Company of performing Level 2 support as set forth in
        Exhibit B hereto. In order to assist Novell, Company shall provide
        Novell, at no charge, up to 5 days of technical training for each
        release of the Licensed Works sufficient to ensure Novell support
        personnel's ability to perform discretionary Level 2 Support for the
        Licensed Works.

11.     NOVELL ENHANCED CODE. Company acknowledges that Code from RSA Security
        Incorporated (the "RSA Code") is required to use the Novell Enhanced
        Code, as developed by Novell, and that Novell is granting no rights
        under this Agreement to Company with respect to the RSA Code. Company is
        solely responsible for securing a license from RSA Security
        Incorporated, or a licensee of RSA Security Incorporated, if Company
        chooses at its discretion to use the RSA Code relative to the rights and
        licenses conveyed by this Agreement. Provided that Company secures the
        appropriate rights from RSA Security Incorporated, or an authorized
        licensee, Novell will deliver the RSA Code to Company. However, Company
        is not obligated to use the RSA Code and may choose an alternative
        solution.

        Novell grants to Company a perpetual, irrevocable, non-exclusive,
        worldwide, royalty-free right to use, reproduce, distribute in Binary
        Code form (by sale, lease, rental, or otherwise), modify, display, and
        perform the Novell Enhanced Code and to directly or indirectly
        sublicense the foregoing rights, provided that Company's use and
        distribution of the Novell Enhanced Code is in connection with Talarian
        Products. Novell Enhanced Code Source Code shall only be sublicensed in
        connection with a sublicense of the Talarian Product Source Code with
        which the Novell Enhanced Code is included and under terms at least as
        protective as those terms applicable to the Talarian Product Source
        Code. Upon Novell's request, Company shall identify any Source Code
        sublicensees of the Novell Enhanced Code, provided that doing so does
        not violate a contractual obligation owed by Company to a third party.
        Company shall use the Directory Enabling Code solely for the purposes of
        avoiding a divergent code base and enabling directory integration. The
        license rights granted in this Paragraph are subject to and conditioned
        upon the restriction that no portion of the Novell Directory Enabling
        Source Code is provided or licensed directly or indirectly to the
        companies listed in Exhibit E. Novell may amend the companies listed in
        Exhibit E, subject to Company's reasonable objection. Novell Enhanced
        Code in Source Code form constitutes Confidential Information of Novell.



                                       8
<PAGE>   9

        Company will use commercially reasonable efforts to incorporate the
        Novell Enhanced Code into its SmartSockets Event Systems products and
        MQexpress (if licensed) products. Company will notify Novell prior to
        making changes to the Novell Enhanced Code and the parties will make
        reasonable efforts to agree upon such changes.

12.     MAINTENANCE. During the term of the Agreement, each party shall promptly
        deliver to the other party all updates, upgrades, patches, maintenance
        modifications and error corrections to the Licensed Works and Novell
        Enhanced Code, respectively.

13.     CONSIDERATION. Unless otherwise stated in this Agreement, each party
        shall bear its respective costs in performing hereunder. Each party
        shall designate an accounting address; any payment made by a party
        hereunder shall be sent to the other party at its designated accounting
        address. Sections 13.a and 13.b set forth the entirety of Novell's
        obligations to make payments in exchange for the licenses granted to
        Novell under this Agreement.

        a.     Novell License Fee Payments.  Novell shall owe Company a
               one-time, fully-paid-up license fee to be paid as follows.

                      [ ** ] DUE UPON THE EFFECTIVE DATE
                      [ ** ] DUE SEPTEMBER 30, 1999
                      [ ** ] DUE UPON THE NOVELL FCS DATE, IF SUCH EVENT OCCURS.

        b.     Optional MQexpress License Fee. In the event that Novell desires,
               at its sole option, (but no later than nine months from the
               Effective Date) to license MQexpress under the terms of this
               Agreement, Novell shall pay Company a one-time, fully-paid-up
               license fee to be paid as specified below, at which time
               MQexpress will be considered one of the "Licensed Works" and all
               rights and obligations under this Agreement with respect to
               MQexpress shall become effective.

                      [ ** ] DUE UPON DELIVER OF MQEXPRESS
                      [ ** ] DUE UPON NOVELL'S BETA RELEASE OF THE NETWARE PORT
                             OF MQEXPRESS
                      [ ** ] DUE UPON THE DATE THAT NOVELL MAKES THE NETWARE
                             PORT OF MQEXPRESS GENERALLY AVAILABLE TO COMMERCIAL
                             CUSTOMERS ("MQEXPRESS FCS DATE"), IF SUCH EVENT
                             OCCURS.

        c.     Maintenance Fees. In consideration of Company's obligations
               pursuant to Sections 10 and 12, Novell shall pay Company the
               annual payment of [ ** ] due upon the Novell SDK FCS Date and
               each anniversary of the Novell SDK FCS Date for each ongoing year
               of the Agreement.

               In the event that Novell licenses MQexpress as set forth in
               Section 13.b., then Novell shall pay an additional [ ** ], due
               upon the MQexpress FCS Date and pro rated on a monthly basis
               based on the Novell SDK FCS Date.


**Confidential treatment has been requested with respect to certain
information contained in this document. Confidential portions have been
omitted from the public filing and have been filed separately with the
Securities and Exchange Commission.


                                       9
<PAGE>   10

               Thereafter, the annual payment due upon the Novell SDK FCS Date
               shall be increased to [ **                   ].

               If the Agreement is terminated other than pursuant to the
               termination rights set forth in Section 14.a or for termination
               by Company for breach by Novell, Company shall refund the
               foregoing fee to Novell pro rated on a monthly basis.

        d.     Invoices. Company shall invoice Novell for all fees owed (except
               for those fees due upon the Effective Date), which shall be
               payable net 30 days from invoice.

        e.     Tax Consequences. All license fees are exclusive of all
               applicable taxes. The party making payment ("Payer") shall be
               responsible for all sales, use, excise, value added and/or
               equivalent taxes arising out of the payment and shall either
               include such taxes with the payment or shall provide the other
               party, in advance, with a valid exemption certificate or other
               documentation to successfully claim exemption from the tax. Payer
               shall not be responsible for: (a) taxes based upon the other
               party's net income, capital, or gross receipts, or (b) any
               withholding taxes imposed if such withholding tax is allowed as a
               credit against U.S. income taxes of Payee such as a withholding
               tax on a royalty payment where such withholding is required by
               law. In the event Payer is required to withhold taxes, Payer
               agrees to furnish to the other party all required receipts and
               documentation substantiating such payment. If Payer is required
               by law to remit any tax or duty on behalf, or for the account, of
               Payee, the Payee agrees to reimburse Payer within thirty (30)
               days after Payer notifies Payee in writing of such remittance.

14.     TERM AND TERMINATION. This Agreement shall remain in force for a period
        of two (2) years from the Effective Date, unless otherwise terminated as
        provided in this Section 14. After the initial term of two (2) years,
        this Agreement shall automatically renew for consecutive one (1) year
        periods unless either party provides at least 90 days prior written
        notice. Termination of this Agreement shall not affect any licenses
        granted to Novell or Company prior to termination, and such licenses
        shall not be subject to revocation or injunction during the term of this
        Agreement or thereafter.

        a.     Termination Without Cause. Novell may terminate this Agreement
               without cause upon not less than ninety (90) days' written notice
               to Company. Provided that Company has fully complied with the
               terms of this Agreement, Novell's obligations to make any
               payments owed pursuant to Section 13.a and 13.b shall survive
               termination.

        b.     Termination for Cause. Either party may terminate this Agreement
               for the substantial breach by the other party of a material term.
               The terminating party shall first give the other party written
               notice of the alleged breach and a reasonable period of at least
               thirty (30) days in which to cure the alleged breach. If a cure
               is not achieved during the cure period, then the parties shall
               submit to mandatory mediation with a mutually agreed upon
               mediator, such mediation to be completed within thirty (30) days
               and to be held in Salt Lake City, Utah. Termination of the
               Agreement shall occur upon the expiration of the cure period


**Confidential treatment has been requested with respect to certain
information contained in this document. Confidential portions have been
omitted from the public filing and have been filed separately with the
Securities and Exchange Commission.


                                       10
<PAGE>   11

               and the subsequent unsuccessful completion of mandatory mediation
               as required by this Section. Neither party shall be precluded
               from seeking temporary equitable remedies consistent with the
               terms of this Agreement.

15.     GENERAL TERMS.

        a.     Assignment. Neither party shall transfer or assign any right or
               obligation set forth in this Agreement without the prior written
               consent of the other party, which consent shall not be
               unreasonably withheld. Such consent shall not be required,
               however, for transfer or assignment to an entity acquiring
               control of a party hereto.

        b.     Confidentiality And Information Exchange. It is the intention of
               Company and Novell to transfer and/or exchange information,
               including confidential information, as may be necessary. The
               disclosing party shall be referred to as "Discloser' and the
               receiving party as "Recipient."

               i.     Confidential information may be disclosed in oral, visual,
                      or written form (including magnetic, optical, or other
                      media). The Recipient's obligations shall only extend to
                      Source Code, the terms and conditions of this Agreement,
                      and to confidential information that is marked as
                      confidential at the time of disclosure or that is unmarked
                      (e.g., orally disclosed) but is treated as confidential at
                      the time of disclosure.

               ii.    The Recipient shall protect the disclosed confidential
                      information by using the same degree of care, but no less
                      than a reasonable degree of care, to prevent the
                      unauthorized use, dissemination, or publication of the
                      confidential information as the Recipient uses to protect
                      its own confidential information of alike nature.

               iii.   The Recipient's duty to hold confidential information in
                      confidence expires five (5) years, or in the case of
                      Source Code fifteen (15) years, after (i) its return or
                      destruction in the case of confidential information
                      embodied in received or developed (whichever is later)
                      Source Code and related descriptions, specifications and
                      system documentation, or (ii) its receipt or development
                      (whichever is later) in the case of any other confidential
                      information. The expiration of the duty of confidentiality
                      shall not modify other restrictions on the Recipient
                      including, for example, any restrictions on distribution
                      of Source Code arising out of a granted copyright license.



                                       11
<PAGE>   12

               iv.    This Agreement imposes no obligation upon Recipient with
                      respect to information that: (a) was in Recipient's
                      possession before receipt from the disclosing party
                      ("Discloser"); (b) is or becomes a matter of public
                      knowledge through no fault of Recipient; (c) is rightfully
                      received by the Recipient from a third party without a
                      duty of confidentiality; (d) is disclosed by the Discloser
                      to a third party without a duty of confidentiality on the
                      third party; (e) is disclosed under operation of law after
                      all reasonable means have been afforded to the Discloser
                      to protect the information; or, (g) is disclosed by the
                      Recipient with Discloser's prior written approval.

        c.     Construction. The headings in this Agreement are provided for
               reference only and shall not be used as a guide to
               interpretation. When used in this Agreement, the singular
               includes the plural and the plural includes the singular, and
               gender related pronouns include the feminine, masculine and
               neuter.

        d.     Entire Agreement. This Agreement sets forth the entire agreement
               and understanding between the parties as to its specific subject
               matter and merges all prior discussions between them with regard
               to such specific subject matter. Neither of the parties shall be
               bound by any conditions, definitions, warranties, understandings,
               agreements, or representations, whether written or oral, with
               respect to such specific subject matter other than as expressly
               provided in the Agreement or as duly set forth on or subsequent
               to its effective date, in a written document that is signed by a
               duly authorized representative of each party.

        e.     Export of Technical Data. Each Party agrees to comply with U.S.
               export laws and regulations when exporting any materials or any
               items licensed or developed under this Agreement or any portion
               thereof, or any system containing such materials or items or
               portion thereof, or any technical data or other confidential
               information, or any direct product of any of the foregoing
               (collectively, "Program") from the U.S. or re-exporting a Program
               from one foreign country to another. It is the exporting party's
               responsibility to comply with the U.S. Government requirements as
               they may be amended from time to time. Each party will reasonably
               cooperate with the other party in obtaining export licenses or
               approvals.

        f.     Force Majeure. Neither party shall be liable in damages or have
               the right to cancel or terminate this Agreement for any delay or
               default in performance if such delay or default is caused by
               unforeseen conditions or conditions beyond the control of the
               delaying or defaulting party, including but not limited to acts
               of God, government restrictions, continuing domestic or
               international problems such as wars or insurrections, strikes,
               fires, floods, work stoppages and embargoes.

        g.     Freedom Of Action. Unless expressly stated herein and provided
               that Recipient does not use the Confidential Information of the
               Discloser to do any of the following, this Agreement shall not
               prevent either party from (i) entering into any agreement similar
               to this Agreement with any corporation or other entity in any



                                       12
<PAGE>   13

               industry or any non-profit body such as a university or a
               government, (ii) developing, manufacturing and/or selling any
               product or service that can compete with the other party's
               products or services in the marketplace, or (iii) developing for
               its products features that are the same as or similar to features
               of products of the other party.

        h.     Intellectual Property Indemnity by Company.

               i.     Company shall defend or settle any claim made or suit or
                      proceeding brought against Novell and its subsidiaries or
                      affiliates under its control, and their directors,
                      officers, employees, and agents, against any and all
                      losses, judgments, awards, and costs (including reasonable
                      legal fees and expenses) arising out of or related to any
                      claim that the Licensed Trademarks, Licensed Works
                      infringe or violate the copyright, trademark, trade name,
                      trade secret, or patent rights of any third party. Company
                      will defend at its sole expense all suits or proceedings
                      arising out of the claims described above, provided that
                      Novell gives Company prompt notice and control of any
                      claim of which it learns. No settlement that prevents
                      Novell from continuing to use Licensed Works will be made
                      without Novell's prior written consent unless Company
                      procures for Novell the right to continue using the
                      Licensed Works or replaces or modifies the Licensed Works
                      so that it becomes non-infringing. Novell will have the
                      right to participate in the defense of any claim involving
                      the use of Licensed Works, provided that Company will not
                      be responsible for indemnifying Novell for the cost of
                      Novell's attorney's fees should Novell elect to
                      participate in such defense.

               ii.    Notwithstanding the foregoing, Company shall have no
                      indemnification obligations under this Section to the
                      extent any infringement claim arises from (a)
                      modifications to the Licensed Works made by other than
                      Company or its agents, (b) use or combination of Licensed
                      Works with equipment, programs or information not provided
                      by Company (provided that the foregoing limitation with
                      respect to hardware shall not apply if the Licensed Works
                      are merely being executed on industry standard hardware
                      and software in accordance with the manner in which
                      Company intends its Licensed Works to be operated); or (c)
                      incorporation of Novell Enhanced Code in the Licensed
                      Works; provided such claim would not have arisen absent
                      such modification, use, combination or incorporation.

               iii.   If the Licensed Works, in whole or in part, are or in
                      Company's opinion may become, the subject of any claim,
                      suit or proceeding for infringement of, or it is
                      judicially determined that the Licensed Works, in whole or
                      in part, infringe any third party's intellectual property
                      right, or if the Licensed Work's use is enjoined, then
                      Company may, at its option and expense, and using
                      reasonable efforts to act as soon as possible: (1) procure
                      for Novell the right to continue use of the Licensed
                      Works; (2) replace or modify the Licensed Works so as not
                      to infringe



                                       13
<PAGE>   14

                      such third party's intellectual property right while
                      conforming, as closely as possible, to the specifications
                      agreed upon by the parties, (3) if the parties mutually
                      agree, Novell may undertake to replace or modify the
                      Licensed Works so as not to infringe such third party's
                      intellectual property right and such work shall be
                      reimbursed by Company at a mutually agreeable fee
                      structure.

        i.     Intellectual Property Indemnity by Novell.

               i.     Subject to Company's indemnification obligations set forth
                      above, Novell shall defend or settle any claim made or
                      suit or proceeding brought against Company and its
                      subsidiaries or affiliates under its control, and their
                      directors, officers, employees, and agents, against any
                      and all losses, judgments, awards, and costs (including
                      reasonable legal fees and expenses) arising out of or
                      related to any claim that the Novell Enhanced Code
                      infringes or violates the copyright, trademark, trade
                      name, trade secret, or patent rights of any third party.
                      Novell will defend at its sole expense all suits or
                      proceedings arising out of the claims described above,
                      provided that Company gives Novell prompt notice and
                      control of any claim of which it learns. No settlement
                      that prevents Company from continuing to use Novell
                      Enhanced Code will be made without Company's prior written
                      consent unless Novell procures for Company the right to
                      continue using the Novell Enhanced Code or replaces or
                      modifies the Novell Enhanced Code so that it becomes
                      non-infringing. Company will have the right to participate
                      in the defense of any claim involving the use of Novell
                      Enhanced Code, provided that Novell will not be
                      responsible for indemnifying Company for the cost of
                      Company's attorney's fees should Company elect to
                      participate in such defense.

               ii.    Notwithstanding the foregoing, Novell shall have no
                      indemnification obligations under this Section to the
                      extent any infringement claim arises from (a)
                      modifications to the Novell Enhanced Code made by other
                      than Novell or its agents, (b) use or combination of
                      Novell Enhanced Code with equipment, programs or
                      information not provided by Novell (provided that the
                      foregoing limitation with respect to hardware shall not
                      apply if the Novell Enhanced Code are merely being
                      executed on industry standard hardware and software in
                      accordance with the manner in which Novell intends its
                      Novell Enhanced Code to be operated); or (c) incorporation
                      of Licensed Works in the Novell Enhanced Code; provided
                      such claim would not have arisen absent such modification,
                      use, combination or incorporation.

               iii.   If the Novell Enhanced Code, in whole or in part, are or
                      in Novell's opinion may become, the subject of any claim,
                      suit or proceeding for infringement of, or it is
                      judicially determined that the Novell Enhanced Code, in
                      whole or in part, infringe any third party's intellectual
                      property right, or if the Licensed Work's use is enjoined,
                      then Novell may, at its



                                       14
<PAGE>   15

                      option and expense, and using reasonable efforts to act as
                      soon as possible: (1) procure for Company the right to
                      continue use of the Novell Enhanced Code; (2) replace or
                      modify the Novell Enhanced Code so as not to infringe such
                      third party's intellectual property right while
                      conforming, as closely as possible, to the specifications
                      agreed upon by the parties, (3) if the parties mutually
                      agree, Company may undertake to replace or modify the
                      Novell Enhanced Code so as not to infringe such third
                      party's intellectual property right and such work shall be
                      reimbursed by Novell at a mutually agreeable fee
                      structure.

        j.     Independent Contractors. Each party is and shall remain an
               independent contractor with respect to all performance under this
               Agreement. No employee of either party shall be considered an
               employee or agent of the other party for any purpose. Nothing in
               this Agreement shall be construed to prevent either party from
               delegating performance under this Agreement to independent
               contractors who have entered into written agreements consistent
               with and at least as restrictive as the provisions contained in
               this Agreement.

        k.     Laws. The validity, construction, and performance of this
               Agreement will be governed by the substantive laws of the State
               of California without regard to any choice of law provisions. The
               prevailing party in any action to enforce the terms of this
               Agreement entered into hereunder shall be entitled to recover its
               costs and expenses, including reasonable attorney's fees,
               incurred in connection therewith, in addition to any other relief
               to which such party is entitled. Each party shall, at its own
               expense, comply with any governmental law, statute, ordinance,
               administrative order, rule or regulation relating to its duties,
               obligations or performance under this Agreement.

        l.     Limitation Of Liabilities. THE REMEDIES PROVIDED IN THIS
               AGREEMENT ARE THE SOLE AND EXCLUSIVE REMEDIES OF THE PARTIES.
               NEITHER PARTY SHALL IN ANY EVENT BE LIABLE FOR INDIRECT, SPECIAL,
               RELIANCE, INCIDENTAL, COVER, OR CONSEQUENTIAL LOSS OR DAMAGE OF
               ANY KIND ARISING UNDER THIS AGREEMENT, WHETHER IN A CONTRACT,
               TORT OR OTHER ACTION FOR OR ARISING OUT OF ALLEGED BREACH OF
               WARRANTY, ALLEGED BREACH OF CONTRACT, DELAY, NEGLIGENCE, STRICT
               LIABILITY OR OTHERWISE. EXCEPT AS TO THE OBLIGATIONS SET FORTH IN
               SECTIONS 15.h, 15.i and 15.b OR IN THE EVENT OF UNAUTHORIZED USE
               OF INTELLECTUAL PROPERTY, IN NO EVENT SHALL EITHER PARTY BE
               LIABLE UNDER THIS AGREEMENT TO THE OTHER, ITS SUCCESSORS AND
               ASSIGNS FOR ANY DAMAGES EXCEEDING TOTAL PAYMENTS PAID OR DUE BY
               BOTH PARTIES UNDER THIS AGREEMENT.

        m.     Notices. Unless otherwise agreed to by the parties, all notices
               required under this Agreement shall be deemed effective when
               received and made in writing by either (i) registered mail, (ii)
               certified mail, return receipt requested, or (iii) overnight



                                       15
<PAGE>   16

               mail, or (iv) telephone facsimile transfer with confirmation,
               addressed and sent to the receiving party address specified in
               Section 1 with the original of the notice being addressed to the
               Project Manager and a copy addressed to the receiving party's
               General Counsel or legal department.

        n.     Representations And Warranties.

               i.     Ownership by Company. As of the Effective Date, Company
                      represents to Novell that (i) Company has a valid right to
                      modify, distribute, and sublicense the Licensed Works;
                      (ii) to the best of its knowledge, the Licensed Works do
                      not infringe any person's or entity's patent, copyright,
                      trademark, trade name or trade secret rights; (ii) to the
                      best of its knowledge, Company has the right to grant to
                      Novell all rights to Licensed Works granted herein without
                      violating any rights of any third party; and (iii) to
                      Company's knowledge there is currently no actual or
                      threatened suit by any third party based on an alleged
                      violation of these rights by Company. Company further
                      agrees to promptly notify Novell of any allegation or
                      claim that (i) the Licensed Works infringe any
                      intellectual or proprietary right of a third party, or
                      (ii) the licenses granted by Company under this Agreement
                      are not valid.

               ii.    Ownership by Novell. As of the Effective Date, Novell
                      represents to Company that (i) Novell has a valid right to
                      modify, distribute, and sublicense the Novell Enhanced
                      Code; (ii) to the best of its knowledge, the Novell
                      Enhanced Code does not infringe any person's or entity's
                      patent, copyright, trademark, trade name or trade secret
                      rights; (ii) to the best of its knowledge, Novell has the
                      right to grant to Company all rights to the Novell
                      Enhanced Code granted herein without violating any rights
                      of any third party; and (iii) to Novell's knowledge there
                      is currently no actual or threatened suit by any third
                      party based on an alleged violation of these rights by
                      Novell. Novell further agrees to promptly notify Company
                      of any allegation or claim that (i) the Novell Enhanced
                      Code infringes any intellectual or proprietary right of a
                      third party, or (ii) the licenses granted by Novell under
                      this Agreement are not valid.

               iii.   Year 2000. Upon execution of this Agreement, Company will
                      inform Novell in writing of its year 2000 policies and of
                      the level of compliance of the Licensed Works with the
                      Year 2000 warranty below. Company warrants the Licensed
                      Works are Year 2000 Compliant. If Company breaches this
                      warranty, in addition to any other remedies available to
                      Novell and at no additional cost to Novell, Company will
                      promptly assign senior engineering staff to work full-time
                      remedying the breach until the Licensed Works comply with
                      this warranty. This warranty shall survive termination of
                      this Agreement.



                                       16
<PAGE>   17

               iv.    EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER
                      PARTY MAKES ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND,
                      EXPRESS OR IMPLIED, WITH RESPECT TO DELIVERABLES, LICENSED
                      WORKS, MATERIALS, INVENTIONS, INFORMATION OR ANY OTHER
                      WORK OR OTHERWISE UNDER THIS AGREEMENT, AND EACH PARTY
                      HEREBY EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING
                      BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
                      MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A
                      PARTICULAR PURPOSE.

        o.     Severability. If any provision of this Agreement is held by a
               court of competent jurisdiction to be invalid, illegal or
               unenforceable, the remaining provisions shall remain in full
               force and effect and shall be interpreted, to the extent
               possible, to achieve the purpose of this Agreement as originally
               expressed. The parties further agree to substitute for the
               invalid provision a valid provision which most closely
               approximates the intent and economic effect of the invalid
               provision.

        p.     Subsidiaries. All rights and licenses granted to Novell in this
               Agreement shall apply to Novell's subsidiaries. Company agrees
               that it may not seek to enforce any obligation of Novell (or its
               subsidiaries) through a legal action brought against a subsidiary
               except to the extent that such action seeks injunctive relief
               against that particular subsidiary. Each party shall remain fully
               liable for the acts and omissions of its subsidiaries relative to
               this Agreement.

        q.     Survival Of Terms. In the event of a termination of this
               Agreement, the terms of Section 5 (License Grants to Novell),
               Section 11 (Novell Enhanced Code), and Section 15 (General Terms)
               shall survive termination and continue in effect in accordance
               with their terms. In addition, any provision that expressly
               states that it survives termination shall also continue in effect
               in accordance with its terms.

        r.     Volume Obligations. Except as explicitly stated in this
               Agreement, neither party shall have an obligation (i) to offer
               any product or service to any third party by way of sale, license
               or otherwise, or (ii) to use any minimum level of effort in the
               promotion, marketing, licensing or sales of any products or
               services, including products or services of the other party, or
               (iii) to purchase or license any minimum amount of products or
               services from the other party.

        s.     Waiver. No waiver of any provision of this Agreement shall be
               effective unless it is set forth in a writing that refers to the
               provisions so waived and is executed by an authorized
               representative of the party waiving its rights. No failure or
               delay by either party in exercising any right, power or remedy
               will operate as a waiver of any such right, power or remedy.



                                       17
<PAGE>   18

16.     SIGNATURES.

IN WITNESS WHEREOF, each party has executed this Agreement by signature of its
authorized representative, and this Agreement shall become effective as of the
Effective Date.

NOVELL, INC.                                 COMPANY

SIGNATURE:     /s/  SUSAN ESPY               SIGNATURE:    /s/  PAUL LARSON
          -------------------------                    -------------------------

NAME:          SUSAN ESPY                    NAME:         PAUL LARSON
          -------------------------                    -------------------------

TITLE:         V.P. CORP. DEV.               TITLE:        PRESIDENT & CEO
          -------------------------                    -------------------------

DATE:          9/30/99                       DATE:         9/29/99
          -------------------------                    -------------------------



                                       18
<PAGE>   19

                                          EXHIBIT A
                                     PRODUCT REQUIREMENTS

A.      MILESTONES.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
                                  DELIVERY SCHEDULE
--------------------------------------------------------------------------------------
  MILESTONE             DESCRIPTION                       MILESTONE DATE
--------------------------------------------------------------------------------------
<S>            <C>                            <C>
ONE            Presentation to Novell         As soon as possible after Effect Date.
               engineers of the RTserver
               network scalability plan
               that addresses [ **
                    ].
--------------------------------------------------------------------------------------
TWO            Delivery of shipping           Five days after Effective Date.
               version 5.2 of Licensed
               Works for Linux, Solaris,
               and Windows/NT.
--------------------------------------------------------------------------------------
THREE          Source code delivery plan      Five days after Effective Date.
               covering release content as
               well as the alpha, beta, and
               release schedules for the
               next two releases (5.3 and
               6.0) of Licensed Works.
--------------------------------------------------------------------------------------
FOUR           Development Team training      Two weeks after Effective Date.
               plan.
--------------------------------------------------------------------------------------
FIVE           Support Plan including         Three weeks after Effective Date.
               support training and support
               process.
--------------------------------------------------------------------------------------
SIX            Plan and schedule [ **         Three weeks after Effective Date.
                     ].
--------------------------------------------------------------------------------------
SEVEN          Development Team training.     30 days after Effective Date.

               Delivery of Documentation for
               the Basic SDK.
--------------------------------------------------------------------------------------
EIGHT          Delivery of Licensed Works     30 days after Effective Date.
               Acceptance Test Criteria
               (NATC) from Novell to
               Company.
--------------------------------------------------------------------------------------
NINE           Delivery of the Novell         Prior to shipping of NES beta 1
               versions of the Licensed       (estimated to be Dec.  1999).
               Works with RTlm removed.
--------------------------------------------------------------------------------------
TEN            Delivery of NATC programs      30 days prior to delivery of shipping
               (source, executables, and      version 5.3 of Licensed Works to
               configuration information)     Novell.
               to Company.
--------------------------------------------------------------------------------------
</TABLE>


**Confidential treatment has been requested with respect to certain
information contained in this document. Confidential portions have been
omitted from the public filing and have been filed separately with the
Securities and Exchange Commission.
<PAGE>   20

<TABLE>
<S>            <C>                            <C>
--------------------------------------------------------------------------------------
ELEVEN         Delivery of shipping           30 days after the Licensed Works
               version 5.3 of Licensed        version 5.3 release date.
               Works for Linux, Solaris, and
               Windows/NT. [ **
                     ].
--------------------------------------------------------------------------------------
TWELVE         Presentation to Novell         As early in the design phase of
               engineers of the [ **          version 6.0 of Licensed Works as
                     ].                       possible.
--------------------------------------------------------------------------------------
THIRTEEN       Delivery of migration          As early in the design phase of
               strategy document for          version 6.0 of Licensed Works as
               migration from release 5.x     possible.
               to release 6.x releases of
               Licensed Works.
--------------------------------------------------------------------------------------
FOURTEEN       Delivery of shipping           Upon General Availability.
               version 6.0 of Licensed
               Works for Linux, Solaris,
               and Windows/NT.
--------------------------------------------------------------------------------------
</TABLE>

        The following applies to all subsequent releases.

<TABLE>
<S>            <C>                            <C>
--------------------------------------------------------------------------------------
ONE            Presentation to Novell         As early in the design phase as
               engineers of the next          possible.
               release [ **
                     ].
--------------------------------------------------------------------------------------
TWO            Delivery of migration          As early in the design phase as
               strategy document for          possible.
               migration from current
               release to next releases of
               Licensed Works.
--------------------------------------------------------------------------------------
THREE          Delivery of new shipping       Upon General Availability.
               version of Licensed Works
               for Linux, Solaris, and
               Windows/NT as well as
               Documentation for the Basic
               SDK.
--------------------------------------------------------------------------------------
</TABLE>

B.      GENERAL REQUIREMENT. The Licensed Works must meet the requirements of,
        and provide functionality consistent with the purposes of this
        Agreement. Without limiting the generality of the foregoing, each
        delivery of the Licensed Works must meet the following requirements:

        1.     Company will be responsible for the testing and product readiness
               of the Licensed Works.

        2.     The Licensed Works must meet industry standards of quality and
               performance, in no event less than the quality and performance of
               any Novell Product(s) with which a Licensed Work will be
               distributed.


**Confidential treatment has been requested with respect to certain
information contained in this document. Confidential portions have been
omitted from the public filing and have been filed separately with the
Securities and Exchange Commission.


                                       2
<PAGE>   21

        3.     Four (4) hard copies of the complete Licensed Works documentation
               set must be delivered to Novell for the NES development team.

        4.     The documentation for the Licensed Works shall be provided to
               Novell in the formats listed below unless other formats are
               designated by Novell in writing.

               a.     Documentation for the licensed Works will be delivered in
                      HTML format.

               b.     Printable documentation for the Licensed Works optimized
                      for printing in a hard copy will be delivered in PDF
                      format.

        5.     The Licensed Works shall, at a minimum, have all of the
               components, files and functionality at least as great as
               contained in all commercially available versions of the Licensed
               Works. Furthermore, this functionality cannot be materially
               eliminated or reduced without making reasonable efforts to
               provide six months prior written notification. Company will make
               reasonable efforts to notify Novell as early as possible of
               changes to any aspect of the Licensed Works programming
               interface, including, but not restricted to, function or method
               names, constant names, constant values, function or method return
               types, function or method return values, error codes, parameter
               types, parameter positions, parameter values, parameter default
               values, configuration values, and configuration default values.

        6.     Company shall submit a Supplementary PDQ that is complete and
               current as of the delivery date of each master version of the
               Licensed Works.

        7.     The Licensed Works shall be provided without any proprietary
               licensing scheme incorporated into the product.

        8.     Novell must be provided with a then current document listing all
               Licensed Work distribution files, file locations, and
               configuration information suitable for Novell to easily integrate
               Licensed Work into the NetWare installer.

        9.     Company will use commercially reasonable efforts to provide the
               Licensed Works integrated with all changes, additions,
               enhancements, and defect corrections (bug fixes) made by Novell
               within one product release cycle of delivery of those changes,
               additions, enhancements, and defect corrections to Company.
               Furthermore the same will be included in all future versions and
               updates of Licensed Works. A relevant level of compatibility
               testing will be provided by both Company and Novell's product
               groups and Integration Test Labs. Make every reasonable effort to
               roll in to base-line. Must work with them to put functionality in
               base-line. Escalation process and plan.

        10.    Each release of Licensed Works must be accompanied by a document
               containing a clear list of all code changes since the previous
               code drop.

B.      TEST & SUPPORT REQUIREMENTS.

        1.     Company will be responsible for providing Novell with a
               documented test plan describing the testing process Company will
               use to assure a quality product. This



                                       3
<PAGE>   22

               test plan should include, but is not be limited to, an assurance
               that Company has used test plans and test cases that exercise all
               functionality in their product.

        2.     The Licensed Works are required to be tested and assured to run
               in:

                      IP-only networking environment
                      Mixed IP/IPX networking environment

        3.     Prior to acceptance, the NES Development Team will benchmark the
               new release of Licensed Works on the latest release of
               Windows/NT. The results must be as good or better than the
               benchmark results obtained during the technical due diligence
               evaluation of Licensed Works. The NES team leader will formally
               sign off on the performance of the new release as part of the
               acceptance criteria.

        4.     The Licensed Works must be able to run [ **
               ] a Novell supplied test program in a Novell specified client and
               server configuration. This stress testing will be performed by
               Novell at its SuperLab facility.

C.      SCALABILITY REQUIREMENTS. The Licensed Works must meet the requirements
        of, and provide functionality consistent with the purposes of this
        Agreement. Company will make every effort to provide in each release of
        Licensed Works [ **                                                   ].

D.      TEST PROGRAMS. Company shall provide the latest version of the
        SmartSockets test programs that run in a test harness for each release
        of the Licensed Works. Company authorizes Novell to reproduce and
        internally use these test programs and harnesses.



                                       4


        **Confidential treatment has been requested with respect to certain
        information contained in this document. Confidential portions have been
        omitted from the public filing and have been filed separately with the
        Securities and Exchange Commission.

<PAGE>   23

                                    EXHIBIT B
                  NOVELL CUSTOMER SERVICES SUPPORT DESCRIPTION
                         (NTS PROVIDES LEVEL 1 SUPPORT)

a.  DEFINITIONS. In addition to terms defined in the Agreement, the following
    capitalized terms when used in this Exhibit shall have the following
    meanings.

    1.  Incident means a customer reported problem with the Licensed Works.

    2.  Severity Level means the classification of Incidents according to the
        following definitions:

    Severity Level 1 means a condition which makes the performance or continued
    performance of any one or more mission critical program functions
    impossible.

    Severity Level 2 means a condition which makes the performance or continued
    performance of any one or more significant program functions difficult and
    which cannot be circumvented or avoided on a temporary basis by the user.

    Severity Level 3 means a limited problem condition which is not critical and
    which may be circumvented or avoided on a temporary basis by the user.

    3.  Support Levels means the classification of technical support to be
        provided pursuant to this Exhibit, according to the following
        definitions:

    Level 1 Support is the service provided to identify, troubleshoot, and
    document problems reported in customer Incidents.

    Level 2 Support is the service provided to analyze the problem reported
    using in-depth troubleshooting techniques, reproduce the problem, or
    determine that the problem cannot be reproduced.

    Level 3 Support is the service provided to isolate the problem to a
    component level, provide a work-around, or provide an Error correction.

b.  OBLIGATIONS.

    1.  Training. Company shall provide Novell, at no charge, up to 5 days of
        technical training for each release of the Licensed Works. Such training
        must be at a level sufficient to ensure Novell support personnel's
        ability to perform Level 1 Support for the Licensed Works.

        Company shall also provide Novell periodic training updates on Licensed
        Works as reasonably requested by Novell.

        In addition, Novell may at it's discretion, perform certain Level 2
        Support efforts, which shall in no way relieve Company of performing
        Level 2 support as set forth in Exhibit B hereto. In order to assist
        Novell, Company shall provide Novell, at no charge, up to 5 days of
        technical training for each release of the Licensed Works sufficient to
        ensure Novell support personnel's ability to perform discretionary Level
        2 Support for the Licensed Works. Novell shall pay Company's
        pre-approved travel expenses for such training.

    2.  Training Materials. Company will provide masters of the training
        materials and all product documentation (collectively "Training
        Materials"), and Company hereby grants Novell a royalty-free license to
        use, reproduce, modify, and distribute the Training Materials and
        Derivative

<PAGE>   24

        Works thereof as Novell determines necessary to ensure customer
        satisfaction, including distribution of the Training Materials to OEMs,
        resellers, CNEs, training centers, and other third parties. In addition,
        Company authorizes Novell to videotape or otherwise record the training
        sessions, and the foregoing license shall apply to videotapes and other
        recordings.

        Novell hereby grants Company a royalty-free license to use, reproduce,
        modify, and distribute Novell's Derivative Works of the Training
        Materials as Company determines necessary to ensure customer
        satisfaction, including distribution of such Derivative Works to OEMs,
        resellers, CNEs, training centers, and other third parties.

    3.  Information Updates. Company will provide Novell, at no charge, ongoing
        and updated technical information and knowledge bases of known
        solutions, if any, regarding the Licensed Works ("Information") through
        a medium agreed upon by the parties. Company grants Novell a
        royalty-free license to (i) reproduce, use, modify, and distribute
        through any medium the Information that Company does make Generally
        Available, and (ii) reproduce and internally use the Information that
        Company does not make Generally Available.

    4.  Support Tools. Company will provide Novell with all existing support and
        engineering tools that may be helpful to Novell in supporting,
        understanding, and trouble shooting the Licensed Works. Company grants
        Novell a royalty-free license to reproduce and internally use such tools
        to support the Licensed Works.

    5.  Level 2 Support and Level 3 Support. When a Novell Incident is
        escalated, Company shall provide Level 2 Support and Level 3 Support and
        shall acknowledge and resolve each Incident within the time frames set
        forth herein.

        a.  Company shall acknowledge receipt of escalated Incident within the
            following time frame:

        Severity Level 1:   1 hour from receipt of message

        Severity Level 2:   4 hours from receipt of message

        Severity level 3:  24 hours from receipt of message

        b.  Company shall resolve the Incident or shall reach an agreement with
            Novell on a written plan of action for resolving the Incident within
            the following time frame.

        Severity Level 1:  48 Hours

        Severity Level 2:   5 days

        Severity Level 3:  10 days

        Company will provide one contact 24 hours a day, seven days a week, to
        respond to Severity Level 1 issues. Response times for Severity Level 2
        and Severity Level 3 issues will be measured according to Company's
        normal business hours.

    6.  Critical Situation Account Escalations. Company will provide one
        management-level contact who will be available 24-hours, 7 days per
        week, for critical issue escalations. If Novell



                                       6
<PAGE>   25

        determines an Incident presents a critical situation for a customer
        according to Novell's then-current support policy, Company will provide
        on-site technical support to assist Novell in resolving Incidents that
        are not resolved by remote support methods. Novell will not be charged
        for on-site support to the extent the Incident involves or arises out of
        Errors in the Licensed Works. Novell will be charged for on-site support
        to the extent the Incident does not involve or arise out of Errors in
        the Licensed Works.

    7.  Web Based Support Forums. Company shall periodically monitor Novell's
        web-based support forums for the Licensed Works and respond to
        frequently asked questions and correct inaccurate information
        contributed to the forum regarding the Licensed Works.

    8.  Entitlement. Company will provide Novell, at no charge, entitlement for
        one primary and two secondary support connections to Company's support
        organization(s) in corresponding regions (if any) for each of the
        following Novell support groups for the purpose of coordinating support:

    -   Worldwide Support at Provo/Orem, Utah San Jose, California, or
        Bangalore, India (Novell IDC)

    -   Americas Support Center at Provo/Orem, Utah

    -   Europe, Middle East and Africa Support Center at Dusseldorf, Germany

    -   Asia Pacific Support Center at Sydney, Australia

    -   Japan Support Center (Novell KK) in Setagya-ku, Tokyo, Japan

    Novell will provide Company, at no additional fee, entitlement for four (4)
    technical contacts worldwide to access Novell Technical Support for the
    purpose of troubleshooting problems dealing with the Licensed Works
    interacting with Novell products.

    i.  Acknowledgment. Company acknowledges that providing support to Novell is
        a material obligation under this Agreement and paramount in achieving
        customer satisfaction. Company acknowledges Novell's representation that
        it has entered into contractual obligations that require Novell to
        provide timely support to third parties and that Novell is relying on
        Company to fulfill its obligations under this Exhibit in order for
        Novell to fulfill it's obligations to third parties. If Company breaches
        it obligations to respond to an Incident in accordance with the
        specified response and resolution times, Novell may, after Company's
        failure to cure within three (3) days, take all measures necessary to
        resolve the Incident(s) at Company's expense.

    j.  Duration of Obligations. Company's obligations under this Exhibit shall
        expire upon termination of the Agreement. After termination, company
        shall provide technical support to Novell at Company's then-current
        support rates.

    k.  Performance. All of Novell's obligations and duties under this Exhibit
        may be performed by Novell, its agents, assignees, or other designated
        party. Each license granted to Novell pursuant to this Exhibit shall
        also include the right to sublicense any or all such rights to third
        parties. In addition, Novell may freely assign,



                                       7
<PAGE>   26

        transfer or outsource its rights and obligations under this Exhibit to a
        third party(s).

    l.  Quality. Company agrees to participate in support quality reviews to
        evaluate current support metrics and discuss how to improve the support
        relationship.



                                       8
<PAGE>   27

                                    EXHIBIT D
                               PRODUCT DESCRIPTION


MQexpress is described in the following documents:

        MQexpress Installation Guide
        MQexpress Tutorial
        MQexpress User's Guide

SmartSockets Event System is described in the following documents:

        SmartSockets Read Me First
        SmartSockets Utilities manual
        SmartSockets Application Programming Interface
        SmartSockets User's Guide
        SmartSockets Tutorial
        SmartSockets API Quick Reference
        SmartSockets C++ Class Library
        SmartSockets Java Class Library
        SmartSockets Java Tutorial
        SmartSockets ActiveX Reference

<PAGE>   28

                                    EXHIBIT E
                              RESTRICTED COMPANIES

Company's restricted companies as set forth in Section 11:

[ **                                ]













Novell Restricted Companies as specified in Section 5:


[ **                                ]




        **Confidential treatment has been requested with respect to certain
        information contained in this document. Confidential portions have been
        omitted from the public filing and have been filed separately with the
        Securities and Exchange Commission.