EXHIBIT 4.1

                                  NOVELL, INC.

                       2000 NONSTATUTORY STOCK OPTION PLAN

         1.       PURPOSES OF THE PLAN.  The purposes of this Nonstatutory Stock
                  Option Plan are:

                  o to attract and retain the best available personnel,

                  o to provide additional incentive to Employees and Consultants
                    and

                  o to promote the success of the Company's business.

         Options granted under the Plan will be Nonstatutory Stock Options.

         2.       DEFINITIONS.  As used herein, the following definitions shall
                  apply:

                  (a)  "ADMINISTRATOR"  means the Board or any of its Committees
as shall be administering the Plan, in accordance with Section 4 of the Plan.

                  (b) "APPLICABLE  LAWS" means the requirements  relating to the
administration  of stock  option plans under U.S.  state  corporate  laws,  U.S.
federal and state  securities  laws,  the Code,  any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable  laws of
any foreign country or jurisdiction where Options are, or will be, granted under
the Plan.

                  (c) "BOARD" means the Board of Directors of the Company.

                  (d) "CODE" means the Internal Revenue Code of 1986, as amended

                  (e)  "COMMITTEE"  means a committee of Directors  appointed by
the Board in accordance with Section 4 of the Plan.

                  (f) "COMMON STOCK" means the Common Stock of the Company.

                  (g) "COMPANY" means Novell, Inc., a Delaware corporation.

                  (h)  "CONSULTANT"  means any  person,  including  an  advisor,
engaged by the  Company or a Parent or  Subsidiary  to render  services  to such
entity.

                  (i) "DIRECTOR" means a member of the Board.

                  (j) "DISABILITY" means total and permanent disability as
defined in Section 22(e)(3) of the Code.

                  (k) "EMPLOYEE" means any person, including Officers,  employed
by the Company or any Parent or  Subsidiary of the Company.  A Service  Provider
shall  not  cease  to be an  Employee  in the case of (i) any  leave of  absence
approved by the Company or (ii)  transfers  between  locations of the Company or
between the Company,  its Parent,  any  Subsidiary,  or any  successor.  Neither
service as a Director  nor payment of a director's  fee by the Company  shall be
sufficient to constitute "employment" by the Company.

                  (l) "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended.

                  (m) "FAIR MARKET  VALUE" means,  as of any date,  the value of
Common Stock determined as follows:

                            (i) If the Common Stock is listed on any established
stock exchange or a national market system,  including without  limitation the
Nasdaq  National Market or The Nasdaq SmallCap Market of The Nasdaq Stock
Market,  its Fair Market Value shall be the closing sales price for such stock
(or the closing bid, if no sales were reported) as quoted on such exchange  or
system  for the  last  market  trading  day prior  to the time of determination,
as reported in The Wall Street  Journal or such other  source as the
Administrator deems reliable;

                            (ii) If the Common Stock is regularly quoted by a
recognized  securities  dealer but selling prices are not reported,  the Fair
Market  Value of a Share of Common  Stock shall be the mean between  the high
bid and low  asked  prices  for the  Common  Stock on the last market  trading
day prior to the day of  determination,  as reported in The Wall Street Journal
or such other source as the Administrator deems reliable;

                            (iii) In the  absence of an  established  market for
the  Common  Stock,  the Fair  Market  Value  shall be determined in good faith
by the Administrator.

                  (n)  "NOTICE OF GRANT"  means a written or  electronic  notice
evidencing  certain  terms and  conditions of an  individual  Option grant.  The
Notice of Grant is part of the Option Agreement.

                  (o)  "OPTION"  means  a  nonstatutory   stock  option  granted
pursuant  to the Plan,  that is not  intended to qualify as an  incentive  stock
option  within  the  meaning  of  Section  422 of the Code  and the  regulations
promulgated thereunder.

                  (p) "OPTION  AGREEMENT" means an agreement between the Company
and an Optionee  evidencing  the terms and  conditions of an  individual  Option
grant. The Option Agreement is subject to the terms and conditions of the Plan.

                  (q) "OPTIONED STOCK" means the Common Stock subject to an
Option.

                  (r) "OPTIONEE" means the holder of an outstanding Option
granted under the Plan.

                  (s) "PARENT" means a "parent  corporation,"  whether now or
hereafter  existing,  as defined in Section 424(e) of the Code.

                  (t) "PLAN" means this 2000 Nonstatutory Stock Option Plan.

                  (u) "RETIREMENT" means a Service Provider who leaves the
employment of the Company at an age of 65 or older.

                  (v) "SERVICE PROVIDER" means an Employee or Consultant.

                  (w) "SHARE" means a share of the Common Stock,  as adjusted in
accordance with Section 12 of the Plan.

                  (x) "Subsidiary" means a "subsidiary  corporation,"  whether
now or hereafter existing,  as defined in Section 424(f)of the Code.

         3.       STOCK SUBJECT TO THE PLAN.  Subject to the  provisions  of
Section 12 of the Plan,  the maximum  aggregate  number of Shares  which may be
optioned  and sold under the Plan is sixteen  million  (16,000,000)  Shares.
The Shares may be  authorized,  but unissued, or reacquired Common Stock.

         If an Option  expires  or becomes  unexercisable  without  having  been
exercised in full, or is surrendered pursuant to an Option Exchange Program, the
unpurchased  Shares which were subject thereto shall become available for future
grant or sale under the Plan (unless the Plan has terminated).

         4.       ADMINISTRATION OF THE PLAN.

                  (a) ADMINISTRATION.  The Plan shall be administered by (i) the
Board or (ii) a  Committee,  which  committee  shall be  constituted  to satisfy
Applicable Laws.

                  (b) POWERS OF THE ADMINISTRATOR.  Subject to the provisions of
the  Plan,  and in the  case of a  Committee,  subject  to the  specific  duties
delegated  by the Board to such  Committee,  the  Administrator  shall  have the
authority, in its discretion:

                            (i) to determine the Fair Market Value of the Common
 Stock;

                            (ii) to select the Service Providers to whom Options
 may be granted hereunder;

                            (iii) to determine whether and to what extent
Options are granted hereunder;

                            (iv) to determine the number of shares of Common
Stock to be covered by each Option granted hereunder;

                            (v) to approve forms of agreement for use under the
Plan;

                            (vi) to determine  the terms and  conditions,  not
inconsistent  with the terms of the Plan,  of any award granted hereunder.  Such
terms and conditions  include,  but are not limited to, the exercise price,
the time or times when Options may be exercised  (which may be based on
performance  criteria),  any  vesting  acceleration  or  waiver  of forfeiture
restrictions,  and any restriction or limitation regarding any Option or the
shares  of Common  Stock  relating  thereto,  based in each case on such factors
as the Administrator, in its sole discretion, shall determine;

                            (vii) to construe and interpret the terms of the
Plan and options granted pursuant to the Plan;

                            (viii) to prescribe,  amend and rescind rules and
regulations  relating to the Plan,  including  rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;

                            (ix) to modify or amend each Option  (subject to
Section 14(b) of the Plan),  including  the  discretionary authority to extend
the post-termination exercisability period of Options longer than is otherwise
provided for in the Plan;

                            (x) to  authorize  any person to execute on behalf
of the  Company  any  instrument  required to effect the grant of an Option
previously granted by the Administrator;

                            (xi) to determine the terms and restrictions
applicable to Options;

                            (xii) to allow Optionees to satisfy  withholding tax
 obligations by electing to have the Company  withhold from the Shares to be
issued  upon  exercise  of an Option that number of Shares having a Fair Market
Value equal to the amount required to be withheld. The Fair Market Value of the
Shares to be withheld  shall be  determined on the date that the  amount of tax
to be  withheld  is to be  determined.  All  elections  by an Optionee to have
Shares withheld for this purpose shall be made in such form and under such
conditions as the Administrator may deem necessary or advisable; and

                            (xiii) to make all other determinations deemed
necessary or advisable for administering the Plan.

                  (c) EFFECT OF ADMINISTRATOR'S  DECISION. The Administrator's
decisions,  determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options.

         5.       ELIGIBILITY.  Options may be granted to Service Providers.

         6.       LIMITATION.  Neither the Plan nor any Option shall confer upon
an Optionee any right with respect to continuing the Optionee's relationship as
aService Provider with the Company, nor shall they interfere in any way with the
Optionee's  right or the Company's  right to terminate such  relationship at any
time, with or without cause.

         7.       TERM OF PLAN.  The Plan shall become  effective  upon its
adoption by the Board.  It shall continue in effect for ten (10) years, unless
sooner terminated under Section 14 of the Plan.

         8.       TERM OF OPTION.  The term of each Option shall be stated in
the Option Agreement.

         9.       OPTION EXERCISE PRICE AND CONSIDERATION.

                  (a)  EXERCISE  PRICE.  The per share  exercise  price for the
Shares to be issued  pursuant  to exercise of an Option shall be determined by
the Administrator.

                  (b) WAITING PERIOD AND EXERCISE  DATES.  At the time an Option
is granted,  the Administrator  shall fix the period within which the Option may
be exercised and shall determine any conditions  which must be satisfied  before
the Option may be exercised.

                  (c) FORM OF CONSIDERATION.  The Administrator  shall determine
the acceptable  form of  consideration  for exercising an Option,  including the
method of payment. Such consideration may consist entirely of:

                            (i) cash;

                            (ii) check;

                            (iii) promissory note;

                            (iv)  other  Shares  which (A) in the case of Shares
acquired upon exercise of an option, have been owned by
the Optionee for more than six months on the date of  surrender,  and (B) have a
Fair Market Value on the date of surrender equal to the aggregate exercise price
of the Shares as to which said Option shall be exercised;

                            (v) consideration  received by the Company under a
cashless exercise program  implemented by the Company in connection with the
Plan;

                            (vi) a  reduction  in the  amount  of any  Company
liability  to the  Optionee,  including  any  liability attributable to the
Optionee's participation in any Company-sponsored deferred compensation program
or arrangement;

         (vii) such other  consideration  and method of payment for the issuance
of Shares to the extent  permitted by Applicable Laws; or

                            (viii) any combination of the foregoing methods of
payment.

         10.      EXERCISE OF OPTION.

                  (a)  PROCEDURE  FOR  EXERCISE;  RIGHTS AS A  SHAREHOLDER.  Any
Option granted hereunder shall be exercisable according to the terms of the Plan
and at such times and under such  conditions as determined by the  Administrator
and set forth in the  Option  Agreement.  An Option may not be  exercised  for a
fraction of a Share.

         An Option  shall be deemed  exercised  when the Company  receives:  (i)
written  or  electronic  notice  of  exercise  (in  accordance  with the  Option
Agreement)  from the person  entitled  to  exercise  the  Option,  and (ii) full
payment  for the Shares  with  respect to which the  Option is  exercised.  Full
payment may consist of any consideration and method of payment authorized by the
Administrator  and permitted by the Option Agreement and the Plan. Shares issued
upon  exercise of an Option  shall be issued in the name of the  Optionee or, if
requested  by the  Optionee,  in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate  entry on the books
of the Company or of a duly authorized transfer agent of the Company),  no right
to vote or receive  dividends or any other rights as a  shareholder  shall exist
with respect to the Optioned Stock,  notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such Shares  promptly  after the
Option is exercised.  No  adjustment  will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued,  except as
provided in Section 12 of the Plan.

         Exercising an Option in any manner shall  decrease the number of Shares
thereafter  available,  both for  purposes  of the Plan and for sale  under  the
Option, by the number of Shares as to which the Option is exercised.

                  (b) TERMINATION OF RELATIONSHIP AS A SERVICE  PROVIDER.  If an
Optionee ceases to be a Service Provider,  other than upon the Optionee's death,
Disability, or Retirement, the Optionee may exercise his or her Option, but only
within such period of time as is specified in the Option Agreement,  and only to
the extent that the Option is vested on the date of termination (but in no event
later than the  expiration of the term of such Option as set forth in the Option
Agreement).  In the absence of a  specified  time in the Option  Agreement,  the
Option shall remain  exercisable for twelve (12) months following the Optionee's
termination.  If, on the date of  termination,  the Optionee is not vested as to
his or her entire  Option,  the Shares  covered by the  unvested  portion of the
Option shall revert to the Plan.  If, after  termination,  the Optionee does not
exercise his or her Option within the time specified by the  Administrator,  the
Option shall  terminate,  and the Shares  covered by such Option shall revert to
the Plan.

                  (c)  DISABILITY  OF  OPTIONEE.  If an Optionee  ceases to be a
Service  Provider as a result of the  Optionee's  Disability,  the  Optionee may
exercise  his or her Option  within such period of time as is  specified  in the
Option Agreement,  to the extent the Option is vested on the date of termination
(but in no event  later than the  expiration  of the term of such  Option as set
forth in the Option Agreement). In the absence of a specified time in the Option
Agreement,  the Option shall remain exercisable for twelve (12) months following
the Optionee's termination.  If, on the date of termination, the Optionee is not
vested as to his or her  entire  Option,  the  Shares  covered  by the  unvested
portion of the Option  shall  revert to the Plan.  If,  after  termination,  the
Optionee does not exercise his or her Option within the time  specified  herein,
the Option shall  terminate,  and the Shares covered by such Option shall revert
to the Plan.

                  (d) DEATH OF  OPTIONEE.  If an  Optionee  dies while a Service
Provider, the Option may be exercised within such period of time as is specified
in the Option  Agreement  (but in no event later than the expiration of the term
of such Option as set forth in the Notice of Grant), by the Optionee's estate or
by a person  who  acquires  the  right to  exercise  the  Option by  bequest  or
inheritance,  but only to the  extent  that the  Option is vested on the date of
death.  Immediately upon an Optionee's death while a Service  Provider,  each of
the Optionee's  outstanding  Options shall become vested on an accelerated basis
with respect to all Shares that would have become  vested during the twelve (12)
months following such death if Optionee had remained a Service Provider.  In the
absence of a specified  time in the Option  Agreement,  the Option  shall remain
exercisable for twelve (12) months following the Optionee's termination.  If, at
the time of death,  the  Optionee is not vested as to his or her entire  Option,
the Shares  covered by the  unvested  portion  of the Option  shall  immediately
revert to the Plan. The Option may be exercised by the executor or administrator
of the Optionee's estate or, if none, by the person(s)  entitled to exercise the
Option under the Optionee's will or the laws of descent or distribution.  If the
Option is not so exercised  within the time specified  herein,  the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

                  (e)  RETIREMENT.  In the event of Optionee's  Retirement,  the
Option may be exercised within such period of time as is specified in the Option
Agreement  (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant),  by the  Optionee,  but only to the extent
that the  Option  is  vested  on the  date of  retirement.  Immediately  upon an
Optionee's  Retirement  while  a  Service  Provider,   each  of  the  Optionee's
outstanding  Options shall become vested on an accelerated basis with respect to
all Shares that would have become vested during the twelve (12) months following
such Retirement if Optionee had remained a Service Provider. In the absence of a
specified time in the Option Agreement,  the Option shall remain exercisable for
twenty four (24) months following the Optionee's termination. If, at the time of
Retirement,  the  Optionee  is not  vested as to his or her entire  Option,  the
Shares covered by the unvested portion of the Option shall immediately revert to
the Plan.  If,  after  termination,  the  Optionee  does not exercise his or her
Option within the time specified  herein,  the Option shall  terminate,  and the
Shares covered by such Option shall revert to the Plan.

                  (f) BUYOUT PROVISIONS. The Administrator may at any time offer
to buy out for a payment in cash or Shares, an Option  previously  granted based
on  such  terms  and  conditions  as  the  Administrator   shall  establish  and
communicate to the Optionee at the time that such offer is made.

         11.      TRANSFERABILITY  OF OPTIONS.  Unless  determined  otherwise by
the Administrator, an Option may not be sold, pledged,  assigned,  hypothecated,
transferred,  or disposed of in any manner  other than by will or by the laws of
descent  or  distribution  and may be  exercised,  during  the  lifetime  of the
Optionee,   only  by  the  Optionee.   If  the  Administrator  makes  an  Option
transferable,  such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.

         12.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
                  MERGER OR ASSET SALE.

                  (a) CHANGES IN CAPITALIZATION.  Subject to any required action
by the shareholders of the Company, the number of shares of Common Stock covered
by each outstanding  Option, and the number of shares of Common Stock which have
been  authorized for issuance under the Plan but as to which no Options have yet
been  granted  or which  have been  returned  to the Plan upon  cancellation  or
expiration of an Option,  as well as the price per share of Common Stock covered
by each such  outstanding  Option,  shall be  proportionately  adjusted  for any
increase or decrease in the number of issued  shares of Common  Stock  resulting
from a  stock  split,  reverse  stock  split,  stock  dividend,  combination  or
reclassification  of the Common Stock,  or any other increase or decrease in the
number  of  issued  shares  of  Common  Stock   effected   without   receipt  of
consideration  by  the  Company;  provided,  however,  that  conversion  of  any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of  consideration."  Such adjustment shall be made by the Board,
whose  determination  in that respect  shall be final,  binding and  conclusive.
Except as  expressly  provided  herein,  no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option.

                  (b) DISSOLUTION OR  LIQUIDATION.  In the event of the proposed
dissolution or liquidation of the Company,  the Administrator  shall notify each
Optionee as soon as  practicable  prior to the  effective  date of such proposed
transaction.  The Administrator in its discretion may provide for an Optionee to
have the right to exercise  his or her Option  until ten (10) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as
to which the  Option  would not  otherwise  be  exercisable.  In  addition,  the
Administrator  may provide that any Company  repurchase option applicable to any
Shares  purchased  upon exercise of an Option shall lapse as to all such Shares,
provided the proposed  dissolution or liquidation takes place at the time and in
the manner contemplated.  To the extent it has not been previously exercised, an
Option will terminate  immediately  prior to the  consummation  of such proposed
action.

                  (c)  MERGER  OR ASSET  SALE.  In the  event of a merger of the
Company with or into another  corporation,  or the sale of substantially  all of
the  assets of the  Company,  each  outstanding  Option  shall be  assumed or an
equivalent option or right substituted by the successor  corporation or a Parent
or  Subsidiary  of the  successor  corporation.  In the event that the successor
corporation  refuses to assume or substitute for the Option,  the Optionee shall
fully  vest in and  have the  right  to  exercise  the  Option  as to all of the
Optioned Stock, including Shares as to which it would not otherwise be vested or
exercisable.  If an Option  becomes  fully  vested  and  exercisable  in lieu of
assumption  or  substitution  in the  event of a merger or sale of  assets,  the
Administrator  shall notify the Optionee in writing or  electronically  that the
Option shall be fully vested and  exercisable  for a period of fifteen (15) days
from the date of such notice, and the Option shall terminate upon the expiration
of such  period.  For the  purposes  of this  paragraph,  the  Option  shall  be
considered  assumed if,  following  the merger or sale of assets,  the option or
right  confers  the right to  purchase  or  receive,  for each Share of Optioned
Stock,  immediately  prior to the  merger or sale of assets,  the  consideration
(whether stock, cash, or other securities or property) received in the merger or
sale of assets by holders of Common  Stock for each Share held on the  effective
date of the transaction (and if holders were offered a choice of  consideration,
the type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the merger or
sale of assets is not solely  common stock of the successor  corporation  or its
Parent,  the Administrator  may, with the consent of the successor  corporation,
provide for the  consideration  to be received  upon the exercise of the Option,
for each Share of  Optioned  Stock to be solely  common  stock of the  successor
corporation  or  its  Parent  equal  in  fair  market  value  to the  per  share
consideration  received  by  holders  of Common  Stock in the  merger or sale of
assets.

         13.  DATE OF GRANT.  The date of grant of an Option  shall be,  for all
purposes,  the date on which the Administrator makes the determination  granting
such Option,  or such other later date as is  determined  by the  Administrator.
Notice  of the  determination  shall  be  provided  to each  Optionee  within  a
reasonable time after the date of such grant.

         14.      AMENDMENT AND TERMINATION OF THE PLAN.

                  (a) AMENDMENT AND TERMINATION.  The Board may at any time
amend, alter, suspend or terminate the Plan.

                  (b)  EFFECT  OF  AMENDMENT  OR   TERMINATION.   No  amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Optionee,  unless  mutually  agreed  otherwise  between  the  Optionee  and  the
Administrator, which agreement must be in writing and signed by the Optionee and
the  Company.  Termination  of the Plan  shall not  affect  the  Administrator's
ability to exercise the powers  granted to it hereunder  with respect to options
granted under the Plan prior to the date of such termination.

         15.      CONDITIONS UPON ISSUANCE OF SHARES.

                  (a) LEGAL  COMPLIANCE.  Shares shall not be issued pursuant to
the  exercise of an Option  unless the  exercise of such Option and the issuance
and  delivery of such Shares  shall  comply  with  Applicable  Laws and shall be
further  subject to the approval of counsel for the Company with respect to such
compliance.

                  (b) INVESTMENT REPRESENTATIONS. As a condition to the exercise
of an Option the  Company  may  require  the person  exercising  such  Option to
represent and warrant at the time of any such exercise that the Shares are being
purchased  only for  investment  and without any  present  intention  to sell or
distribute  such Shares if, in the opinion of counsel  for the  Company,  such a
representation is required.

         16.  INABILITY  TO OBTAIN  AUTHORITY.  The  inability of the Company to
obtain authority from any regulatory body having  jurisdiction,  which authority
is deemed by the  Company's  counsel to be necessary to the lawful  issuance and
sale of any Shares  hereunder,  shall  relieve the Company of any  liability  in
respect of the failure to issue or sell such  Shares as to which such  requisite
authority shall not have been obtained.

         17.      RESERVATION OF SHARES.  The Company,  during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.



<PAGE>


                                                                   EXHIBIT 4.1.A

                                  NOVELL, INC.

                       2000 NONSTATUTORY STOCK OPTION PLAN

                                 EXERCISE NOTICE

         Novell, Inc.
         Attention:  Shareholder Services

         1. EXERCISE OF OPTION. Effective as of today, ________________,  _____,
the undersigned  ("Purchaser") hereby elects to purchase  ______________  shares
(the  "Shares") of the Common Stock of Novell,  Inc. (the  "Company")  under and
pursuant to the 2000  Nonstatutory  Stock Option Plan (the "Plan") and the Stock
Option Agreement dated, _________, _____, (the "Option Agreement"). The purchase
price for the Shares shall be $__________, as required by the Option Agreement.

         2.       DELIVERY OF PAYMENT.  Purchaser herewith delivers to the
Company the full purchase price for the Shares.

         3.       REPRESENTATIONS OF PURCHASER.  Purchaser  acknowledges that
Purchaser has received,  read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions.

         4. RIGHTS AS  SHAREHOLDER.  Until the  issuance  (as  evidenced  by the
appropriate  entry on the books of the Company or of a duly authorized  transfer
agent of the  Company) of the Shares,  no right to vote or receive  dividends or
any other  rights as a  shareholder  shall  exist with  respect to the  Optioned
Stock,  notwithstanding the exercise of the Option. The Shares so acquired shall
be issued to the Optionee as soon as  practicable  after exercise of the Option.
No  adjustment  will be made for a dividend  or other right for which the record
date is prior to the date of issuance,  except as pro-vided in Section 12 of the
Plan.

         5. TAX  CONSULTATION.  Purchaser  understands that Purchaser may suffer
adverse tax  consequences as a result of Purchaser's  purchase or disposition of
the Shares.  Purchaser  represents  that  Purchaser has  consulted  with any tax
consultants  Purchaser  deems  advisable  in  connection  with the  purchase  or
disposition  of the Shares and that  Purchaser is not relying on the Company for
any tax advice.

         6. ENTIRE  AGREEMENT;  GOVERNING LAW. The Plan and Option Agreement are
incorporated  herein  by  reference.  This  Agreement,  the Plan and the  Option
Agreement  constitute  the entire  agreement  of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements  of the  Company and  Purchaser  with  respect to the subject  matter
hereof, and may not be modified adversely to the Purchaser's  interest except by
means of a writing  signed by the  Company  and  Purchaser.  This  agreement  is
governed by the internal  substantive  laws, but not the choice of law rules, of
Utah.

Submitted by:                                    Accepted by:

PURCHASER                                        Novell, Inc.


Signature                                        By


Print Name                                       Title


                                                 Date Received

Address:









<PAGE>



                                                                   EXHIBIT 4.1.B

                                  NOVELL, INC.
                       2000 NONSTATUTORY STOCK OPTION PLAN
                             STOCK OPTION AGREEMENT

         Unless  otherwise  defined herein,  the terms defined in the Plan shall
have the same defined meanings in this Option Agreement.
1.       NOTICE OF STOCK OPTION GRANT

                                        Optionee:                 EID

                  Name:

                  Address:

                  Address:

                  City, St., Zip:

                  County

         You have  been  granted  an  option  to  purchase  Common  Stock of the
Company,  subject  to the  terms  and  conditions  of the Plan  and this  Option
Agreement, as follows:


                  Grant Number:

                  Date of Grant:

                  Exercise Price per Share:

                  Total Number of Shares Granted:

                  Type of Option:                   Nonstatutory Stock Option

                  Term/Expiration Date:

VESTING SCHEDULE:

         Subject to the  Optionee  continuing  to be a Service  Provider on such
dates,  this Option shall vest and become  exercisable  in  accordance  with the
following schedule:

         ( )% of the Shares  subject to the Option  shall vest ( ) months  after
the Date of Grant,  and ( ) percent  of the Shares  subject to the Option  shall
vest each (quarter or month) thereafter,  subject to the Optionee  continuing to
be  a  Service  Provider  on  such  dates.  Unless  the  Administrator  provides
otherwise, vesting of Options granted hereunder shall be (i) tolled (i.e., shall
cease)  during any unpaid  personal  leave of absence  and (ii) tolled as of the
91st day of any other leave of absence.

         In the event that an Optionee is terminated due to a job elimination or
reduction in force,  the following  provision shall apply.  Immediately  upon an
Optionee's  termination,  due to job elimination or reduction in force,  while a
Service Provider, each of the Optionee's outstanding Options shall become vested
on an accelerated basis with respect to all Shares that would have become vested
during the 90 days following such termination if Optionee had remained a Service
Provider.

TERMINATION PERIOD:

         This Option may be exercised for XX days after Optionee  ceases to be a
Service Provider.  Upon the death or Disability of the Optionee, this Option may
be exercised  for such longer  period as provided in the Plan. In no event shall
this Option be exercised later than the Term/Expiration Date as provided above.

2.       AGREEMENT

(a) GRANT OF OPTION.  The Plan Administrator of the Company hereby grants to the
Optionee  named in the Notice of Grant attached as Part I of this Agreement (the
"Optionee")  an option (the  "Option") to purchase the number of Shares,  as set
forth in the Notice of Grant,  at the exercise  price per share set forth in the
Notice of Grant (the "Exercise  Price"),  subject to the terms and conditions of
the Plan, which is incorporated herein by reference. Subject to Section 14(b) of
the Plan,  in the event of a conflict  between the terms and  conditions  of the
Plan and the  terms  and  conditions  of this  Option  Agreement,  the terms and
conditions of the Plan shall prevail.

(b)      EXERCISE OF OPTION.

         (i) Right to Exercise.  This Option is exercisable during its term in
accordance with the  Vesting  Schedule  set out in the  Notice of Grant and the
applicable provisions of the Plan and this Option Agreement.

         (ii) Method of Exercise. This Option is exercisable by delivery of an
exercise notice, in the form attached as Exhibit A (the  "Exercise  Notice"),
which shall state the election to exercise the  Option,  the  number  of  Shares
in  respect  of which the  Option is being exercised (the  "Exercised  Shares"),
and  such  other   representations  and agreements as may be required by the
Company  pursuant to the  provisions of the Plan.  The Exercise  Notice shall be
completed by the Optionee and  delivered to the Shareholder Services Department
of the Company. The Exercise Notice shall be accompanied  by  payment of the
aggregate  Exercise  Price as to all  Exercised Shares.  This Option shall be
deemed to be exercised upon receipt by the Company of such fully executed
Exercise Notice  accompanied by such aggregate  Exercise Price.

         No Shares  shall be issued  pursuant  to the  exercise  of this  Option
unless such issuance and exercise  complies with Applicable Laws.  Assuming such
compliance,  for income tax purposes the  Exercised  Shares shall be  considered
transferred  to the Optionee on the date the Option is exercised with respect to
such Exercised Shares.

(c)      METHOD OF PAYMENT.  Payment of the aggregate  Exercise Price shall be
by any of the following, or a combination thereof, at the election of the
Optionee:

         (i) cash;

         (ii) check;

         (iii)  consideration  received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan; or

         (iv) surrender of other Shares which (i) in the case of Shares acquired
 upon exercise of an option,  have been owned by the  Optionee for more than six
(6) months on the  date of  surrender, and (ii) have a Fair Market Value on the
date of surrender equal to the aggregate Exercise Price of the Exercised Shares.

(d)      NON-TRANSFERABILITY  OF OPTION.  This Option may not be  transferred in
any manner  otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by the Optionee. The terms
of the  Plan  and this Option  Agreement shall  be  binding  upon the executors,
administrators,  heirs,  successors  and  assigns of the  Optionee.

(e)      TERM OF OPTION.  This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.

(f)      TAX  CONSEQUENCES.  Some of the federal tax  consequences  relating to
this  Option,  as of the date of this  Option,  are set forth below.  THIS
SUMMARY IS NECESSARILY  INCOMPLETE,  AND THE TAX LAWS AND  REGULATIONS  ARE
SUBJECT TO CHANGE.  THE OPTIONEE  SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING
THIS OPTION OR DISPOSING OF THE SHARES.

          (i)  Exercising  the Option.  The Optionee may incur regular  federal
income tax liability  upon  exercise  of an NSO.  The  Optionee  will be treated
as having received compensation income (taxable at ordinary income tax rates)
equal to the excess,  if any, of the Fair Market Value of the Exercised Shares
on the date of exercise over their aggregate  Exercise Price. If the Optionee is
an Employee or a former  Employee,  the Company  will be  required to withhold
from his or her compensation  or  collect  from  Optionee  and  pay  to  the
applicable  taxing authorities an amount in cash equal to a percentage of this
compensation  income at the time of  exercise,  and may  refuse to honor the
exercise  and refuse to deliver  Shares if such  withholding  amounts are not
delivered  at the time ofexercise.

          (ii)  Disposition of Shares.  If the Optionee holds NSO Shares for at
least one year,  any gain realized on  disposition of the Shares will be treated
as long-term capital gain for federal income tax purposes.

(g)      ENTIRE  AGREEMENT;  GOVERNING  LAW.  The Plan is incorporated herein by
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with  respect to the subject  matter  hereof and  supersede in their
entirety all prior  undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof,  and may not be modified  adversely to the
Optionee's  interest  except by means of a writing  signed  by the  Company  and
Optionee.  This agreement is governed by the internal  substantive laws, but not
the choice of law rules, of Utah.

(h)      NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES
THAT THE VESTING OF SHARES  PURSUANT  TO THE  VESTING  SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT
THROUGH THE ACT OF BEING HIRED,  BEING  GRANTED AN OPTION OR PURCHASING  SHARES
HEREUNDER). OPTIONEE FURTHER  ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT,  THE
TRANSACTIONS CONTEMPLATED  HEREUNDER  AND  THE  VESTING  SCHEDULE  SET  FORTH
HEREIN  DO NOT CONSTITUTE  AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT
AS A SERVICE PROVIDER  FOR THE  VESTING  PERIOD,  FOR ANY  PERIOD,  OR AT ALL,
AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE  OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.

         By your  signature and the  signature of the  Company's  representative
below,  you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement.  Optionee has
reviewed  the Plan and  this  Option  Agreement  in their  entirety,  has had an
opportunity  to obtain the  advice of counsel  prior to  executing  this  Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding,  conclusive and final all decisions
or  interpretations of the Administrator upon any questions relating to the Plan
and Option  Agreement.  Optionee  further  agrees to notify the Company upon any
change in the residence address indicated below.

OPTIONEE                                                      Novell, Inc.


Signature                                                     By


Print Name                                                    Title

Residence Address