EXHIBIT 10.1


Novell, Inc.


                           January 30, 2002


                           Mr. Chris Stone
                           12 Old Meadow Lane
                           Harvard, MA  01451

                           Dear Chris,

                           On behalf of Novell, Inc. ("Novell"), I am pleased to
                           offer you the position of Vice Chairman-Office of the
                           Chief Executive Officer of Novell (the "Vice
                           Chairman"). Your responsibilities as the Vice
                           Chairman are more fully described in the attached
                           Schedule 1.

                           In this role you will report to Jack Messman,
                           Chairman and Chief Executive Officer of Novell. I am
                           eager to see the results of your contribution to
                           Novell as you offer your considerable talents and
                           abilities--and hope that we in turn enrich your
                           career and contribute to the fulfillment of your
                           professional goals.

                           Your gross annual base salary, exclusive of bonuses,
                           commissions and other incentive pay, will be
                           $600,000.00. This amount will be paid in installments
                           in accordance with Novell's standard payroll
                           practices (less applicable withholding).

                           In addition to your base salary, you will be eligible
                           to participate in Novell's bonus program which this
                           year will be paid quarterly. To participate in the
                           quarterly bonus program, you must be employed for the
                           entire quarter for which that bonus applies. Your
                           bonus will be based on company operating profit and
                           individual objectives established between yourself
                           and Jack. Your annualized target bonus will represent
                           100% of your base salary for the first 12 months, of
                           which 50% will be guaranteed.

                           To demonstrate our desire for you to begin employment
                           by March 1, 2002, Novell will pay you a sign-on bonus
                           of $350,000.00 (less applicable withholding). This
                           amount will be paid within three weeks of your first
                           date of employment. If you voluntarily terminate your
                           employment with Novell within the first 12 months of
                           the day that your employment commences, you agree
                           that you will repay Novell a pro-rated portion of the
                           sign-on bonus.

                           You will also be granted shares of Novell restricted
                           stock and a non-qualified stock option to purchase
                           shares of Novell common stock. These grants are more
                           fully described in the attached Schedule 2.

                           In  addition  to the  foregoing, you will be eligible
                           to participate in the Novell, Inc. Senior Management
                           Severance Plan (the  "Plan").  Schedule  3 more fully
                           explains  your participation  in the  Plan.  A copy
                           of the  Plan  is  also included in this offer letter
                           for your reference.

                           Novell also offers an outstanding benefit package,
                           which we view as an important part of our
                           compensation program. This full range benefit program
                           includes: four weeks of vacation, life, medical,
                           dental and disability insurance. Details regarding
                           these benefits are provided to you in the attached
                           Novell 2002 Flexware Comparison Chart. Other terms
                           that apply to this offer are set forth in the
                           attached Schedule 4:

                           Your expected start date will be March 1, 2002.
                           Federal employment laws require that you provide
                           verification of your eligibility to work in the
                           United States before you start employment. Please
                           review the I-9 instructions and bring the appropriate
                           identification necessary to complete the form on your
                           first day of employment.

                           If you accept this offer of employment, you
                           acknowledge and agree that the rights and obligations
                           under this offer letter and its attached schedules
                           and exhibit (the "Offer Letter") shall survive the
                           termination of your employment with Novell for any
                           reason and shall be binding upon your heirs,
                           executors, administrators and legal representatives.
                           This Offer Letter, upon its acceptance by you, is
                           binding on Novell's successors and assigns, and all
                           covenants in this Offer Letter shall inure to the
                           benefit of and be enforceable by said successors or
                           assigns.

                           The interpretation, performance and enforcement of
                           this Offer Letter shall be governed by and construed
                           in accordance with, the laws of the Commonwealth of
                           Massachusetts, without reference to conflicts of laws
                           principles. In addition, you agree that any dispute,
                           claim or proceeding arising out of or relating to
                           this Offer Letter shall be commenced and maintained
                           in any state or federal court in the Commonwealth of
                           Massachusetts and you submit to the exclusive venue
                           and jurisdiction of such court. The language of all
                           parts of this Offer Letter shall be construed as a
                           whole according to its fair meaning and shall not be
                           construed strictly either for or against either
                           party. Moreover, the terms "and," and "or" shall both
                           mean "and/or."

                           You acknowledge and agree that your acceptance of the
                           provisions set forth in this Offer Letter are a
                           material inducement to Novell's agreement to grant
                           restricted stock and stock options to purchase
                           Novell's common stock. You agree that the
                           restrictions contained in this Offer Letter are
                           necessary for the protection of the business and
                           goodwill of Novell and you consider them to be
                           reasonable for such purpose.

                           You also acknowledge and agree that upon your
                           acceptance of this offer of employment that any
                           breach or threatened breach of any provision of this
                           Offer Letter will cause Novell substantial and
                           irrevocable damage and monetary damages would be
                           inadequate to compensate Novell and, in addition to
                           any other remedies or rights it may have, Novell
                           shall be entitled to seek an injunction and all other
                           available equitable relief to enforce the terms of
                           this Offer Letter.

                           You further acknowledge and agree that the provisions
                           in this Offer Letter are necessary to protect
                           Novell's interests and are reasonable under the
                           circumstances, given that Novell conducts business
                           worldwide and that a competitive business may be
                           carried out anywhere in the world as a result of
                           advanced communications technology. Each provision
                           herein shall be treated as a separate and independent
                           clause, and the unenforceability of any one clause
                           shall in no way impair the enforceability of any of
                           the other clauses of the Offer Letter. If any
                           provision of this Offer Letter shall for any reason
                           be held to be excessively broad as to length of time,
                           scope, range of activities, geographic area or
                           otherwise so as to be unenforceable at law, such
                           provision(s) shall be reformed and construed by the
                           appropriate judicial body to the fullest extent
                           enforceable, and the remaining provisions of this
                           Offer Letter will not be affected.

                           This Offer Letter will remain valid through March 1,
                           2002. Please signify acceptance of this offer by
                           signing the "Acceptance and Acknowledgment" attached
                           to this Offer Letter, as well as Novell's
                           Intellectual Property Agreement, Novell's Conflicts
                           Disclosure Form, and the Licensing of Technology
                           Transfer Questionnaire, all of which are enclosed.
                           Return the signed copies of these documents to Novell
                           Human Resources c/o Alan Friedman (at 8 Cambridge
                           Center, Cambridge, MA 02142) in the enclosed
                           pre-addressed envelope, and retain any copies for
                           your files. Please understand that your employment
                           with Novell constitutes at-will employment.

                           Again, we look forward to your joining Novell. If you
                           have questions or wish to discuss this offer, please
                           contact me.

                           Sincerely,


                           Alan J. Friedman
                           Senior Vice President, People



<PAGE>


                          ACCEPTANCE AND ACKNOWLEDGMENT


                           I accept the offer of employment from Novell as set
                           forth in the offer letter dated January 30, 2002,
                           together with its attached schedules (the "Offer
                           Letter"). I understand and acknowledge that my
                           employment with Novell is for no particular duration
                           and is at-will, meaning that Novell or I may
                           terminate the employment relationship at any time,
                           with or without cause and with or without prior
                           notice. Additionally, I acknowledge that this offer
                           of employment is contingent upon successful
                           completion of a background check which is currently
                           in progress and, if applicable, upon authorization in
                           the form of an export license from the U.S. Dept. of
                           Commerce, Bureau of Export Administration, Office of
                           Export Licensing or the U.S. Department of State,
                           Office of Defense Trade Controls.

                           I understand and agree that the terms and conditions
                           set forth in the Offer Letter represent the entire
                           agreement between Novell and me superseding all prior
                           negotiations and agreements, whether written or oral.
                           I understand that the terms and conditions described
                           in the Offer Letter are the terms and conditions of
                           my employment. No one other than Novell's Senior Vice
                           President of People or the CEO of Novell is
                           authorized to enter into any employment or other
                           agreement that modifies the terms of the Offer
                           Letter, and any such modification must be in writing
                           and signed by either such executive. In addition, I
                           understand that any promotions, increases in
                           compensation and/or offers regarding other positions
                           must be in writing and signed by my manager and the
                           appropriate individual in the Human Resources
                           Department. I understand that Novell may modify
                           benefits as well as other plans and programs from
                           time to time as it deems necessary. As an employee of
                           Novell I understand and agree that I will be bound to
                           abide by the company's policies and procedures.



                           Signature


                           Chris Stone


                           Date

<PAGE>






         Schedule 1 to Chris Stone offer letter of January 30, 2002

As Vice  Chairman-Office  of the Chief Executive  Officer of Novell,  Inc.,  you
will have  responsibility  for following areas within Novell:

1.       Research & Development
2.       Marketing (including Product Marketing, Outbound Marketing, and Marcom)
3.       Alliances
4.       Novell Technical Services (Novell Customer Services and Education)
5.       Solutions Development
6.       Consulting (Functional Leadership)
7.       Industry Analysts
8.       Chief Technology Officer

  At an appropriate time, Novell will separate the Information Technology
  Department from the financial function and have it report to you. Novell's
  organizational structure will need to change to accommodate these reporting
  relationships. Novell will endeavor to make these organizational changes as
  quickly as possible upon your arrival.

<PAGE>




         Schedule 2 To Chris Stone Offer Letter of January 30, 2002

Grant of Novell Restricted Stock

Upon the commencement of your employment with Novell, you will be granted
200,000 shares of Novell restricted stock according to the following vesting
schedule:

o        10% on the first annual anniversary date of the grant
o        10% on the second anniversary date of the grant
o        80% on the third anniversary date of the grant


Grant of Non-Qualified Novell Stock Option

Upon the commencement of your employment with Novell, you will be granted a
non-qualified stock option to purchase 600,000 shares of Novell common stock at
an exercise price equal to the fair market value (as determined in accordance
with the applicable Novell stock plan) of the stock on your first day of
employment. Your option will vest according to the following schedule:

o        25% on the first annual anniversary date of the grant, and thereafter
         the remaining 75% in equal monthly installments over the next three
         years so that this grant will be fully vested on the fourth anniversary
         of your date of grant


Both the grant of restricted stock and the non-qualified stock option are
subject to you executing the appropriate documentation that will confirm the
action taken by the Compensation Committee of the Novell Board of Directors in
connection with these grants. The Shareholder Services Department will provide
you with this documentation upon the commencement of your employment.


<PAGE>





           Schedule 3 to Chris Stone Offer Letter of January 30, 2002

You will be able to participate in the Novell, Inc. Senior Management Severance
Plan (the "Plan") and you will be eligible for the benefits provided under the
Plan subject to the following specific clarifications:

1.                With respect to your severance payment, as described under
                  Article IV A.1.of the Plan, it will be 18 months of your base
                  salary.

2.                With respect to your non-compete and non-solicit covenant, as
                  described in Article VII A. and B. of the Plan respectively,
                  the time period associated with each is (i) 18 months in the
                  case of an involuntary termination other than for cause and
                  other than following a change in control, and (ii) 24 months
                  in the case of an involuntary termination following a change
                  in control.





<PAGE>


           Schedule 4 to Chris Stone Offer Letter of January 30, 2002

                    You recognize  that it is important to protect the rights to
                    property, trade secrets and confidential information and any
                    related   rights   belonging   to  Novell,   including   its
                    predecessors  and  successors,  and  its  past  and  present
                    subsidiaries,   business  units,  divisions  and  Affiliated
                    Companies ("Novell").  "Affiliated Companies" of Novell will
                    be companies directly or indirectly controlling,  controlled
                    by or under common  control  with Novell,  Inc. A Company is
                    controlled by ownership of more than 50% of shares  entitled
                    to vote  for  directors  or  persons  performing  a  similar
                    function, or by actual control of the Board of Directors. As
                    such,  in  consideration  and as a condition of your initial
                    and  continued  employment  with  Novell and the  additional
                    benefits associated therewith, you agree as follows:


                    Confidential  Information:  At all times,  whether during or
                    after  termination  (for any reason) of your employment with
                    Novell,  you will  keep in  strictest  confidence  and trust
                    Novell's Confidential Information (defined below), including
                    that which you create. Except as may be necessary to perform
                    your  duties  for  Novell  or  except  with  prior   written
                    permission of the CEO of Novell,  you will not,  directly or
                    indirectly,  disclose  to any  person or  entity,  or use or
                    permit to be used, any Confidential Information.

                    Novell Property: You agree that all Novell Property (defined
                    below) shall be and remain the sole and  exclusive  property
                    of Novell.  You agree that during your  employment you shall
                    not  make,  use or  permit  to be used any  Novell  Property
                    except for the  benefit of Novell.  You  further  agree that
                    after  termination  of your  employment  with Novell for any
                    reason,  you will not use,  or  permit  others  to use,  any
                    Novell  Property.  Upon  termination of your employment with
                    Novell for any reason,  you will  immediately  surrender  to
                    Novell all Novell  Property in your  possession,  custody or
                    control.

                    Disclosure and Assignment of Inventions:  You will fully and
                    promptly  disclose to Novell and no one else all  Inventions
                    (defined below) generated, authored, conceived,  discovered,
                    developed  or reduced to practice or learned by you,  either
                    alone or jointly  with  others,  while you are  employed  by
                    Novell.  You agree that all  Inventions  are and will be the
                    sole and absolute  property of Novell (and its assigns),  as
                    works  made  for  hire  or  otherwise.  To  the  extent  any
                    Inventions  are not or are  deemed  not to be works made for
                    hire, you hereby assign to Novell any and all rights,  title
                    and  interest  (including  but not limited to,  tangible and
                    intangible rights such as patents,  copyrights,  trademarks,
                    trade secrets, licensing and publishing rights) that you now
                    have or may acquire in and to all  Inventions,  benefits and
                    rights  relating  thereto,  domestic or foreign.  You hereby
                    waive all claims to moral rights you may have in Inventions.
                    You agree that you will sign all papers, including,  without
                    limitation,  copyright  applications,  patent  applications,
                    declarations,  oaths,  formal  assignments,   assignment  of
                    priority  rights,  and powers of attorney,  which Novell may
                    deem  necessary  or desirable in order to protect its rights
                    and interests in any Invention.  You further agree to assist
                    Novell in every  reasonable  way, both during and after your
                    employment  with Novell (at  Novell's  expense),  to obtain,
                    maintain and from time to time enforce patents,  copyrights,
                    trademarks,  trade secrets,  mask work, and other rights and
                    protections relating to Inventions.

                    Prior  Inventions:  If, before  employment with Novell,  you
                    created  any  Inventions  that you wish not to be subject to
                    this Schedule 4, then all such Inventions must be identified
                    in the  attached  Exhibit  A. Your  failure  to attach  such
                    Exhibit A to this  Schedule 4 and to sign your  initials  on
                    the next line constitutes your  representation that you have
                    made no such Inventions by the time you signed this Schedule
                    4.

                    Non-Solicitation: While you are employed by Novell and for a
                    two-year   period  after   voluntary   termination  of  your
                    employment  for any  reason,  you will  not,  without  prior
                    written  permission  from  the CEO of  Novell,  directly  or
                    indirectly  (whether alone or as a partner,  joint venturer,
                    consultant, officer, director, investor, employee, agent, or
                    independent  contractor),  whether for yourself or on behalf
                    of any other person or entity, actually or attempt to:

                    (a) Solicit (defined below) any Employee  (defined below) to
                    become  employed or  retained by any person or entity  other
                    than Novell; retain, employ or hire any Employee; or induce,
                    encourage,  persuade  or cause  any  Employee  to  terminate
                    employment with Novell for any reason.

                    (b) accept  employment  with a competitor of Novell in which
                    you knowingly  interfere with contracts or related follow-on
                    business in effect at the time of your  termination  between
                    Novell and its customers and/or partners.

                    (c)  knowingly  permit any person or entity that employs you
                    or that  is  directly  or  indirectly  controlled  by you to
                    engage   in  any  of  the   conduct   prohibited   by   this
                    Non-Solicitation section.

                    No Conflicting  Obligations:  You represent that you have no
                    interest or obligation  that is  inconsistent or in conflict
                    with this  Schedule 4, or that may prevent,  limit or impair
                    your  performance  of any part of this Schedule 4. You agree
                    to  notify  Novell  immediately  if  any  such  interest  or
                    obligation  arises.  You  also  represent  that you will not
                    bring  with  you  or  disclose  to  Novell,  or  use  in the
                    performance  of  your   responsibilities   at  Novell,   any
                    confidential  information  not  generally  available  to the
                    public of a former  employer or any other party,  unless you
                    have obtained written  authorization  for its possession and
                    use. You also agree that,  during your employment by Novell,
                    you shall abide by any  confidentiality  obligations you may
                    owe to any former  employer or other  party.  You also agree
                    and represent that you are not bound by any valid  agreement
                    or obligation of non-competition or  non-solicitation to any
                    former employers or other parties.

                    Employee At-Will: Your employment is "at-will" and, as such,
                    Novell or you may terminate  your  employment for any reason
                    at any time. There are no  representations  or promises that
                    your  employment  either will continue for a specific period
                    or be terminated only under particular circumstances.

                    Definitions:  The  terms  used in this  Schedule  4 have the
                    following meaning:

                    (a)  "Confidential  Information"  means all  information and
                    know-how, whether or not in writing, of a private, secret or
                    confidential  nature  concerning  the Company's  business or
                    financial  affairs and includes,  but is not limited to, the
                    following:   any  and  all  versions  of  Novell's  computer
                    software and documentation and all other software, hardware,
                    algorithms,   schematics,  source  documents,   engineering,
                    strategic and tactical plans,  documentation and information
                    created,  developed,  produced  or  distributed  by  Novell;
                    Novell's  business  methods and practices and all other data
                    or information  concerning Novell's business;  the corporate
                    data repository known as "Knowledgeworks" or as it may later
                    be  known,  and  all  the  information  and  data  contained
                    therein,    including    without    limitation    templates,
                    methodologies,  handbooks, matrices and client deliverables;
                    names,    addresses,    business   information,    contacts,
                    requirements  and lists of all  Novell  actual or  potential
                    suppliers,   customers  and  partners,  and  the  nature  of
                    Novell's relationships with such persons or entities; sales,
                    strategic, tactical, business, financial or marketing plans,
                    budgets,   reports,   projections  and  other   information;
                    information regarding  compensation,  employees' performance
                    and  all  other  personnel-related  matters;   confidential,
                    proprietary or trade secret  information  provided to Novell
                    by its potential or actual customers,  suppliers,  partners,
                    employees, consultants, co-venturers or other third parties;
                    and any other  information not generally known to the public
                    (including information about Novell's operations,  finances,
                    products or  services)  that Novell  maintains  or otherwise
                    considers as confidential.

                    (b) "Novell  Property"  includes,  but is not limited to the
                    following:  all originals  and copies (in whatever  form) of
                    Confidential  Information  and  Inventions,  and any and all
                    notes, data, notebooks,  memoranda, lists, records, reports,
                    drawings,  sketches,   specifications,   computer  programs,
                    designs, graphics,  architectures,  frameworks,  devices and
                    models  (or  portions  of any of  them),  passwords,  codes,
                    personal  computers,   laptops,   fax  machines,   scanners,
                    copiers,  printers,  tools, cd-roms,  diskettes,  intangible
                    information  stored on diskettes,  pagers,  cellular phones,
                    credit cards, telephone charge cards, manuals, building keys
                    and  passes,   access  cards,   parking   passes,   and  any
                    documentation  or other  materials  of any  nature,  whether
                    written,  printed,   electronic  or  in  digital  format  or
                    otherwise,   relating  to  any  matter  concerning  Novell's
                    business  and any other  Novell  Property in my  possession,
                    custody or control.

                    (c)  "Employee"  shall mean any  employee of Novell,  or any
                    person  whose  employment  with Novell  terminated  (for any
                    reason)  within six  months of any  activity  prohibited  by
                    subsection (a) of the Non-Solicitation section.

                    (d)  "Inventions"  includes,  but is  not  limited  to,  the
                    following:   all   discoveries,    developments,    designs,
                    improvements,   inventions,  formulae,  processes,  methods,
                    works of authorship,  articles, books, manuals,  techniques,
                    computer software or hardware  programs,  strategies,  trade
                    secrets,  know-how and data,  whether or not  patentable  or
                    registerable,  and all work  product (by me or anyone  else)
                    relating thereto, that (a) relate to research or development
                    activities  or the  business  of  Novell  or any  actual  or
                    potential  customer,  partner or supplier of Novell;  or (b)
                    result from tasks  assigned to you by Novell;  or (c) result
                    from use of premises or personal  property (whether tangible
                    or intangible) owned,  leased,  contracted for or controlled
                    by Novell.

                    (e)  "Solicit"  includes,  without  limitation,  any and all
                    involvement  by you in any  communications  or contacts with
                    any Employee or Customer/Partner (or any person or entity on
                    his/her/its respective behalf), regardless of whether or not
                    you make the first  contact,  concerning (i) with respect to
                    subsection (a) of the  Non-Solicitation  Section:  potential
                    employment,  terms  and  conditions  of  employment  or  job
                    opportunities  with any person or entity  other than Novell;
                    and   (ii)   with   respect   to   subsection   (b)  of  the
                    Non-Solicitation   Section,  the  potential  performance  of
                    services,  conduct of business  or forming of  relationships
                    with any person or entity  other than  Novell.  In addition,
                    "solicit"   for   purposes   of   subsection   (a)   of  the
                    Non-Solicitation  Section also includes your  involvement in
                    any  manner  in  any  interviewing,   recruiting  or  hiring
                    processes that may involve an Employee.

                    The above  terms/modifications  of this Schedule 4 supersede
                    all prior or contemporaneous agreements,  representations or
                    understandings,  written or oral,  by or between  Novell and
                    you concerning the subject matter set forth in this Schedule
                    4, and  shall  constitute  the only  agreement  between  the
                    parties concerning such subject matter.  This Schedule 4 may
                    only be modified by a court of competent  jurisdiction  or a
                    written  agreement  signed  by  you  and an  executive  vice
                    president of Novell.  Novell's  waiver of any default of you
                    shall not  constitute  a waiver  of its  rights  under  this
                    Schedule 4 with respect to any subsequent default by you.


<PAGE>






Exhibit A to Schedule 4
Disclosure of Prior Inventions

(If applicable, please provide information below)