<PAGE>

Confidential treatment has been requested for portions of this exhibit. The copy
filed herewith omits the information subject to the confidentiality request.
Omissions are designated as [XXXXX]. A complete version of this exhibit has been
filed separately with the Securities and Exchange Commission.

                                                                   Exhibit 10.2

                                                      COPY OF EXECUTED 1998 AGMT

                    NETWORLD LICENSE AND PRODUCTION AGREEMENT

THIS LICENSE AGREEMENT ("Agreement") is made by and between Novell, Inc., a
Delaware corporation having a principal place of business located at 122 East
1706 South Provo, Utah 84606 ("Novell") and ZD Events Inc., which has a place of
business located at 303 Vintage Park Drive, Foster City, California 94404 ("ZD
Events"), and is effective as of the 14th day of December 1998 ("Effective
Date").

1.    PURPOSE. Novell is in the business of, among other things, manufacturing,
      distributing, selling, offering for sale, and promoting network computing
      products, which are marketed throughout the world under certain trademarks
      and service marks. ZD Events is in the business of, among other things,
      organizing, promoting, and operating exhibitions, conferences, and
      seminars, including those particularly relating to the computer and high
      technology industry.

      On December 18, 1992, Novell entered a Service Mark License Agreement with
      the Interop Company, a division of Ziff Communications Company (the
      "Interop Company Agreement"). Under the Interop Company Agreement the
      Interop Company agreed to perform trade event management services and
      Novell authorized the Interop Company to use the NETWORLD service mark to
      identify events operated under the name NETWORLD+INTEROP. SOFTBANK
      Corporation subsequently acquired the event division of Ziff
      Communications Company, and Novell later consented to assignment of the
      Interop Company Agreement to SOFTBANK Forums.

      On October 10, 1997 SOFTBANK Forums gave Novell notice of termination of
      the Interop Company Agreement. Under the terms of the Agreement, such
      termination would be effective on December 14, 1998. Novell and ZD Events
      (successor in interest to SOFTBANK Forums) now desire to enter this
      Agreement, which will commence immediately upon the expiration of the
      Interop Company Agreement and establish the respective rights and
      obligations of the parties with respect to future NETWORLD+INTEROP Events.

2.    DEFINITIONS. Throughout this Agreement the following expressions shall be
      interpreted as set forth below:

      a.    Attendee Lists means the lists of registrants and exhibitors
            compiled by ZD Events as a result of the Event. The list shall be
            appropriately segregated as to type of customer and geographical
            location.

      b.    Base Exhibit Space means the space provided by ZD Events to Novell
            to exhibit its corporate offerings, and not for sublease,
            sublicense, or sale of any kind to third parties, at the Events. But
            Novell may host other companies as guests in the Base Exhibit Space
            solely to promote Novell offerings or offerings promoted by Novell
            and its guest.

      c.    Combined Mark means the ZD Marks in combination with the Novell
            Mark, in the form of "NETWORLD+INTEROP" or as mutually agreed upon
            by the parties in a written amendment to this Agreement.

      d.    Effective Date means the date set forth above.

      e.    Event(s) means any event operated by ZD Events under the name of the
            Combined Mark in compliance with this Agreement. Each Event shall be
            any of the multi-day, free and paid attendance events, with
            exhibition space for paid


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NetWorld License And Production Agreement                        ZD Events Inc.
<PAGE>

            exhibitor booths, keynote addresses, and related conference
            seminars, courses, and tutorials, all relating to networking
            technology.

      f.    MPOs means marketing and promotional opportunities that may be
            offered by ZD Events for purchase in connection with an Event.

      g.    Novell Customer List means lists of resellers, VARS, distributors,
            registered NetWare users, user groups, prospects, and other NetWare
            service providers, including Novell strategic partners, owned by
            Novell and to be provided to ZD Events in connection with an Event,
            as appropriate to promote and sell the Event and as agreed by the
            parties. The list shall be appropriately segregated as to type of
            customer and geographical location (so that solicitation may be
            selective to each Event and various Event activities).

      h.    Novell Mark means the service marks identified in Exhibit A.

      i.    Partner Pavilion Space means space adjacent to the Base Exhibit
            Space, which may be purchased by Novell, or at Novell's option may
            be managed by ZD Events, for lease by Novell industry partners such
            as developers.

      j.    Term means the term of this Agreement, including any extensions.

      k.    ZD Marks means the service marks identified in Exhibit B.

3.    OWNERSHIP.

      a.    Novell Customer Lists+Novell owns all right, title, and interest in
            and to the Novell Customer Lists.

      b.    Attendee Lists. ZD Events own all right, title, and interest in and
            to the Attendee Lists, subject to the provisions of this Section
            3(b), but shall provide Novell a license to use such Attendee Lists
            as provided in Sections 9(b) and 13(h). Neither party will have a
            duty to account to the other party with respect to any revenues or
            other benefits arising from the use of the Attendee Lists.

4.    LICENSE TO NOVELL MARK.

      a.    License to Novell Mark. Novell hereby grants to ZD Events an
            exclusive, worldwide license to use the Novell Mark solely as part
            of the Combined Mark and solely in connection with the promotion or
            production of the Event. ZD Events shall use the Novell Mark in
            compliance with the Novell Usage Rules (as defined below). ZD Events
            shall use the Novell Mark in such a way that it will remain distinct
            from the ZD Marks and any other ZD Events trademark, service mark,
            collective mark, or certification mark. ZD Events shall not
            superimpose the Novell Mark on any mark owned by ZD Events or third
            parties, and ZD Events shall not superimpose any mark owned by ZD
            Events or third parties on the Novell Mark, except as expressly
            authorized by Novell. ZD Events or its agents may use the Novell
            Mark with the limitations set forth in this Section 4 on such
            promotional, display, advertising, show guides, and websites as it
            may, in its reasonable judgment, use to promote the Event. ZD Events
            acknowledges that its rights to use the Novell Mark are limited to
            this license grant and do not include, without limitation, the right
            to use the Novell Mark to describe or promote anything other than
            the Event.

      b.    Quality Standards. ZD Events agrees that the Event will be of high
            quality, consistent with standards in the event industry and will be
            of comparable quality


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NetWorld License And Production Agreement                        ZD Events Inc.
<PAGE>

            to NetWorld+Interop 1998 events held in comparable locations. In the
            event that Novell determines that the Event no longer meets the
            foregoing quality standards, Novell will so advise ZD Events and
            provide ZD Events with reasonable guidance and a commercially
            reasonable time of no less than 90 days to take corrective action
            to meet the above-referenced quality. In the event the parties fail
            to agree on the compliance of the Event with the quality standard,
            Novell may initiate the issue resolution process set forth in
            Section 22.

      c.    Usage Rules. Novell may prescribe in writing reasonable usage rules
            for the Novell Mark with respect to, without limitation, font,
            style, color, and size ("Novell Usage Rules"). Novell shall provide
            ZD Events with reasonable advance notice of any Novell Usage Rules
            and any change in the Novell Usage Rules, such that ZD Events can
            timely modify materials containing the Novell Mark. ZD Events shall
            send Novell a copy of all advertising, brochures, collateral
            materials, direct mail, labels and similar materials that make use
            of the Novell Mark. If Novell notifies ZD Events that any use of the
            Novell Mark is not in compliance with the Novell Usage Rules then
            promulgated and ZD Events complied with the review and approval
            process set forth in Article 6, ZD Events shall promptly correct
            that use in that and all future advertising, brochures or materials
            after existing stocks are used up; but if ZD Events failed to comply
            with the review and approval process set forth in Article 6, Novell
            may demand that existing stocks be discarded and ZD Events must
            comply with such demand.

      d.    Reservation of rights and goodwill in Novell. Novell retains all
            rights not expressly conveyed to ZD Events by this Agreement. ZD
            Events recognizes Novell's ownership in the Novell Mark and
            acknowledges the value of the publicity and goodwill associated with
            the Novell Mark and acknowledges that such goodwill shall
            exclusively inure to the benefit of, and belong to, Novell. ZD
            Events has no rights of any kind whatsoever with respect to the
            Novell Mark except as set forth in this Agreement. ZD Events
            acknowledges that this license extends to ZD Events Inc. and not to
            any other entity.

      e.    No Registration By ZD Events.

            i.    ZD Events represents and warrants that ZD Events does not own
                  and has not caused to be made any registrations or
                  applications for registration, in any class, and in any and
                  all countries of the world on its behalf and/or in the name of
                  ZD Events, its affiliates and/or related companies, or any
                  officer, director, employee, agent, servant, or other juristic
                  entity within the control of ZD Events or who controls ZD
                  Events, for any trademarks, service marks, or domain names (to
                  the extent protectible under applicable trademark law), that
                  are the same as, confusingly similar to (as provided by
                  applicable trademark law), and/or that contain, the Novell
                  Mark, or the Combined Mark. ZD Events agrees, upon Novell's
                  written request, to abandon or cancel any trademark and/or
                  service mark registration and/or application for registration
                  (except for the U.S. registration for "N+I" and the InterNIC
                  domain name registration "networld.net") that would be
                  inconsistent with the foregoing representation and warranty.
                  With respect to the InterNIC networld.net domain name
                  registered by ZD Events' predecessor in interest, ZD Events
                  represents that the registration lapsed unintentionally, and
                  that ZD Events will provide reasonable cooperation and
                  assistance to Novell to support Novell's efforts to obtain the
                  networld.net domain name.

            ii.   ZD Events further agrees that ZD Events shall refrain from
                  filing or causing to be filed any new trademark, service mark,
                  and/or domain name (to the extent protectible under applicable
                  trademark law) in any class and in any


                                       3
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NetWorld License And Production Agreement                        ZD Events Inc.
<PAGE>

                  country, for any trademark, service mark, and/or domain name
                  (to the extent protectible under applicable trademark law)
                  confusingly similar to, or that contains, as provided by
                  applicable trademark law, any and/or all of the Novell Mark,
                  or the Combined Mark, in the name of or on behalf of ZD
                  Events, its subsidiaries, related companies, or in the name of
                  or on behalf of any other officer, director, employee, agent,
                  servant, or other juristic entity within the control of, or
                  that controls, ZD Events.

            iii.  Nothing in this paragraph 4.e shall be construed to limit
                  Novell's rights under applicable trademark law to oppose or
                  seek cancellation of ZD Events applications for trademarks
                  that are the same as, confusingly similar to (as defined by
                  applicable trademark law), or contain the Novell Mark, or the
                  Combined Mark, in whole or in part.

            iv.   Section 8.b of the Interop Company Agreement required ZD
                  Events and its predecessors to prosecute applications for the
                  Combined Mark; however, the parties are not putting an
                  equivalent provision in this Agreement. ZD Events represents
                  that no applications were ever pursued and no registrations of
                  the Combined Mark were obtained under the Interop Company
                  Agreement, and Novell waives any claims arising from the fact
                  that no applications were ever pursued and no registrations of
                  the Combined Mark were obtained.

            v.    Nothing in this Section 4(e) affects ZD Events' ownership or
                  rights in the ZD Marks, nor limits ZD Events' right to
                  register the ZD Marks, except as part of the Combined Mark.

      f.    Assistance to Novell. ZD Events shall assist Novell, to the extent
            necessary, to protect or to obtain protection for any of Novell's
            rights to the Novell Mark. Novell shall use all reasonable efforts
            to register the Novell Mark, in the name of Novell, in the principal
            jurisdictions throughout the world in which it is contemplated the
            Event will be held. Novell shall also have the right, in its
            discretion, to commence or prosecute claims or suits in its own name
            or in the name of ZD Events (with the written permission of ZD
            Events not to be withheld unreasonably), its subsidiaries,
            affiliates, and/or related companies where appropriate, or to join
            ZD Events (with the written permission of ZD Events not to be
            withheld unreasonably), its subsidiaries, affiliates, and/or related
            companies where appropriate, as a party or parties thereto. ZD
            Events shall promptly notify Novell in writing of any known or
            suspected improper uses of the Novell Mark by a third party.
            Although Novell shall consult with ZD Events and give due
            consideration to ZD Events' opinions, as owner of the Novell Mark,
            Novell shall have the sole right to determine whether or not any
            action is necessary to protect the Novell Mark. ZD Events shall not
            institute any suit or take any action on account of such use of the
            Novell Mark by others, except with Novell's prior written consent,
            unless such action is based on an allegation by ZD Events that
            Novell improperly granted rights to use the Novell Mark to a third
            party in violation of this Agreement.

      g.    Recordation.

            i.    Prior to using the Novell Mark in any country outside of the
                  United States, ZD Events shall provide written notice to
                  Novell of such country. Based upon the notice, Novell may,
                  where it deems appropriate in its sole discretion, record ZD
                  Events as a registered user of such mark in such country
                  and/or record the Agreement (or other license agreements that
                  meet appropriate local standards) with appropriate
                  authorities. ZD Events shall assist Novell as appropriate in
                  carrying out such recording process and shall pay to Novell
                  US$300 to help defray costs for each such recordation.


                                       4
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NetWorld License And Production Agreement                        ZD Events Inc.
<PAGE>

                  Novell shall invoice ZD Events for its share of recordal
                  expenses, and such invoices shall be payable to Novell within
                  30 days after receipt of the applicable invoice. Novell
                  acknowledges that ZD Events promotes the Event by means of
                  displaying the Combined Mark on web sites accessible to third
                  parties worldwide, and that ZD Events materials in various
                  forms include the Combined Mark and are distributed worldwide
                  to promote the Event.

            ii.   ZD Events agrees to execute any documents reasonably presented
                  by Novell after the termination or expiration of this
                  Agreement to restore Novell to its position as owner of the
                  mark in that jurisdiction.

      h.    Statements In Advertisements and Promotional Material. All
            advertisements and promotional materials for the Event shall include
            the following statement:

            NetWorld is a service mark of Novell, Inc., and is registered in
            certain jurisdictions.

            Novell may, from time to time, reasonably request ZD Events to
            substitute a different statement of equal import. Such requests
            shall be in writing and shall be given and effective pursuant to the
            notice provisions of Article 19.

      i.    ZD Events Obligations With Respect to Novell Trademarks. ZD Events
            further agrees that during the Term of this Agreement: (i) it will
            not use trade dress of the Novell Mark for any purpose other than
            promotion of the Event, but may use the colors red and black, and
            typefaces not proprietary to Novell; (ii) it will not harm, misuse,
            or bring into dispute or disrepute the Novell Mark or Novell; (iii)
            it will not create any expenses chargeable to Novell without
            Novell's prior written approval; (iv) it will protect, to the best
            of its ability, its right to carry on this Agreement and to produce
            the Event as provided in this Agreement; and (v) it will comply with
            all laws and regulations relating or pertaining to the production
            and promotion of the Event. ZD Events agrees that Novell may, at its
            option, terminate this Agreement pursuant to Section 18(a) if ZD
            Events: (i) attacks, interferes with, or brings any kind of action
            or legal or administrative proceeding in relation to the use of the
            Novell Mark; and/or (ii) attacks the validity of the license to ZD
            Events granted hereunder. During the Term of this Agreement and
            thereafter, ZD Events agrees not to use the Novell Mark for any
            purpose other than promotion of the Event. Novell shall be entitled
            to seek injunctive relief if ZD Events violates the obligations set
            forth in the preceding sentence.

5.    LICENSE TO ZD EVENTS MARK.

      a.    License to ZD Marks. ZD Events hereby grants to Novell an exclusive,
            worldwide license to use the ZD Marks solely as part of the Combined
            Mark and solely in connection with the promotion and production of
            the Event. Novell shall use the ZD Marks in compliance with the ZD
            Usage Rules (as defined below). Novell shall use the ZD Marks in
            such a way that it will remain distinct from the Novell Mark and any
            other Novell trademark, service mark, collective mark, or
            certification mark. Novell shall not superimpose the ZD Marks on any
            Mark owned by Novell or third parties, and Novell shall not
            superimpose any Mark owned by Novell or third parties on the ZD
            Marks, except as expressly permitted by ZD Events. Novell or its
            agents may use the ZD Marks with the limitations set forth in this
            Article 5 on such promotional, display, websites, and advertising
            materials as may, in its reasonable judgment, promote the Event and
            in materials provided at the Event. Novell acknowledges that its
            rights to use the ZD Marks are limited to this license grant and do
            not include, without limitation, the right to use the ZD Marks to
            describe or promote anything other than the Event.


                                       5
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NetWorld License And Production Agreement                        ZD Events Inc.
<PAGE>

      b.    Quality of Materials. The materials on which Novell places the ZD
            Marks shall be of high quality and consistent with the quality and
            image of the Event.

      c.    Usage Rules. ZD Events may prescribe in writing reasonable usage
            rules for the ZD Marks with respect to, without limitation, font,
            style, color, and logo size ("ZD Usage Rules"). ZD Events shall
            provide Novell with reasonable advance notice of any ZD Usage Rules
            and any change in the ZD Usage Rules, such that Novell can timely
            modify materials containing the ZD Marks. Novell shall send ZD
            Events a copy of all advertising, brochures, collateral materials,
            direct mail, labels and similar materials that make use of the ZD
            Marks. If ZD Events notifies Novell that any use of the ZD Marks is
            not in compliance with the usage rules then promulgated, or does not
            meet the quality standard set forth in Section 5(b) and Novell
            complied with the review and approval process set forth in Article
            6, Novell shall promptly correct that use in that and all future
            advertising, brochures, or materials after existing stocks are used
            up; but if Novell failed to comply with the review and approval
            process set forth in Article 6, ZD Events may demand that existing
            stocks be discarded and Novell must comply with such demand.

      d.    Reservation of rights and goodwill in ZD Events. ZD Events retains
            all rights not expressly conveyed to Novell by this Agreement.
            Novell recognizes ZD Events' ownership in the ZD Marks and
            acknowledges the value of the publicity and goodwill associated with
            the ZD Marks and that such goodwill shall exclusively inure to the
            benefit of, and belong to, ZD Events. Novell has no rights of any
            kind whatsoever with respect to the ZD Marks except as set forth in
            this Agreement. Novell acknowledges that this license extends to
            Novell Inc. and not to any other entity.

      e.    No Registration By Novell.

            i.    Novell represents and warrants that Novell does not own and
                  has not caused to be made any registrations or applications
                  for registration, in any class, and in any and all countries
                  of the world on its behalf and/or in the name of Novell, its
                  affiliates and/or related companies, or any officer, director,
                  employee, agent, servant, or other juristic entity within the
                  control of Novell or who controls Novell, for any trademarks,
                  service marks, or domain names (to the extent protectible
                  under applicable trademark law), that are the same as,
                  confusingly similar to (as provided by applicable trademark
                  law), and/or that contain, the ZD Marks, or the Combined Mark.
                  Novell agrees, upon ZD Events' written request, to abandon or
                  cancel any trademark and/or service mark registration and/or
                  application for registration that would be inconsistent with
                  the foregoing representation and warranty.

            ii.   Novell further agrees that Novell shall refrain from filing or
                  causing to be filed any new trademark, service mark, and/or
                  domain name (to the extent protectible under applicable
                  trademark law) in any class and in any country, for any
                  trademark, service mark, and/or domain name (to the extent
                  protectible under applicable trademark law) confusingly
                  similar to, or that contains, as provided by applicable
                  trademark law, any and/or all of the ZD Marks, or the Combined
                  Mark, in the name of or on behalf of Novell, its subsidiaries,
                  related companies, or in the name of or on behalf of any other
                  officer, director, employee, agent, servant, or other juristic
                  entity within the control of, or that controls, Novell.

            iii.  Nothing in this paragraph 5.e shall be construed to limit ZD
                  Events' rights under applicable trademark law to oppose or
                  seek cancellation of Novell applications for trademarks that
                  are the same as, confusingly similar to (as


                                       6
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NetWorld License And Production Agreement                        ZD Events Inc.
<PAGE>

                  defined by applicable trademark law), or contain the ZD Marks,
                  or the Combined Mark, in whole or in part.

            iv.   Novell represents that it has not applied to register the
                  Combined Mark in any jurisdiction.

            v.    Nothing in this Section 4(e) affects Novell's ownership or
                  rights in the Novell Mark, nor limits Novell's right to
                  register the Novell Mark, except as part of the Combined Mark.

      f.    Assistance to ZD Events. Novell shall assist ZD Events, to the
            extent necessary, to protect or to obtain protection for any of ZD
            Events' rights to the ZD Marks. Novell shall promptly notify ZD
            Events in writing of any known or suspected improper uses of the ZD
            Marks by a third party. Although ZD Events shall consult with Novell
            and give due consideration to Novell's opinions, as owner of the ZD
            Marks, ZD Events shall have the sole right to determine whether or
            not any action is necessary to protect the ZD Marks. Novell shall
            not institute any suit or take any action on account of such use of
            the ZD Marks by others, except with ZD Events' prior written
            consent, unless such action is based on an allegation by Novell
            that ZD Events improperly granted rights to use the ZD Marks to a
            third party in violation of this Agreement.

      g.    Statements In Advertisements and Promotional Materials. All
            advertisements and promotional materials for the Event shall include
            the following statement:

            "INTEROP is a service mark owned by ZD Events Inc. and may be
            registered in the United States and other countries."

            ZD Events may, from time to time, reasonably request Novell to
            substitute a different statement of equal import. Such requests
            shall be in writing and shall be given and effective pursuant to the
            notice provisions of Article 19.

      h.    Novell Obligations With Respect to ZD Events Trademarks. Novell
            further agrees that during the term of this Agreement: (i) it will
            not use trade dress of the ZD Marks for any purpose other than
            promotion of the Event; and (ii) it will not harm, misuse or bring
            into dispute or disrepute the ZD Marks or ZD Events. Novell agrees
            that ZD Events may, at its option, terminate this Agreement in
            accordance with Section 18(a) if Novell: (i) attacks, interferes
            with or brings any kind of action or legal or administrative
            proceeding in relation to the use of any of the ZD Marks; and/or
            (ii) attacks the validity of the license to Novell granted
            hereunder. During the term of this Agreement and thereafter, Novell
            agrees not to use the ZD Marks for any purpose other than promotion
            of the Event, including, without limitation, use of the ZD Marks to
            identify, or describe the nature of, any product, service, event, or
            other offering of Novell, or a party with whom Novell has a business
            relationship or shared economic interest, which is unrelated to the
            Event. ZD Events shall be entitled to seek injunctive relief if
            Novell violates the obligations set forth in the preceding sentence.

6.    OTHER TRADEMARK ISSUES.

      a.    Combined Mark. Neither party may apply to register the Combined Mark
            as a trademark or service mark in any jurisdiction. Except as
            expressly permitted by this Agreement, each party agrees it will not
            use the Combined Mark or any mark confusingly similar to the
            Combined Mark in a manner that would infringe the Combined Mark
            under U.S. trademark law.


                                       7
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NetWorld License And Production Agreement                        ZD Events Inc.
<PAGE>

      b.    Approval Of Use Of Marks; Contacts. Each party has final approval of
            the use of its Marks and Logos, in accordance with the following
            procedures:

            i.    Approval may not be withheld unreasonably.

            ii.   Each party must designate a principal and alternative contact
                  to whom materials must be submitted for review. Novell's
                  initial contact is Blake Shumway, Trade Show Exhibits Manager
                  or, if he cannot be contacted, Karen Zunkowski, Trade Show
                  Program Manager; ZD Events' initial contact is Dara Knoblock,
                  Interop Marketing Director or, it she cannot be contacted,
                  Valerie Williamson, Interop General Manager; and either may
                  delegate the responsibility by providing written notice to the
                  other party.

            iii.  Materials are deemed to have been submitted to the other for
                  review upon delivery when (i) that delivery was documented by
                  confirmed facsimile transmission receipt, package delivery
                  receipt, or confirmed email transmission; and (ii) the sending
                  party telephoned or left a voice mail message for the
                  individual recipient advising of the date and means by which
                  materials were sent, but such notice given after delivery sets
                  the time of delivery for purposes of this Section.

            iv.   If materials are not objected to within 2 business days from
                  receipt, the sending party must first notify the other party's
                  Senior Representative that no response has been received and
                  that the sending party intends to use and distribute the
                  materials, and the sending party may use and distribute the
                  materials if the Senior Representative has not objected within
                  1-1/2 business days of receipt of notification (as measured in
                  the location of the Senior Representative's principal office).
                  Novell's Senior Representative is Margaret Epperheimer; ZD
                  Events' Senior Representative is Dick Blouin.

            v.    If a party objects to materials using its Marks or Logos, the
                  requesting party may request that the usage issues be
                  reviewed, in which event the parties' representatives must
                  confer within one business day of the review request to
                  resolve the issues and, if the representatives are unable to
                  resolve the issues within that one business day period, the
                  issue must be escalated immediately to executive
                  representatives of each party for resolution within one
                  additional business day.

            vi.   If a party later reasonably objects for failure to conform to
                  a party's Trademark Guidelines or this Agreement, the
                  materials will be conformed after existing stock is used up.

            vii.  Where this Agreement and a party's Usage Rules are
                  inconsistent, this Agreement controls.

      c.    Trade Dress. As of the Effective Date, the parties have not
            undertaken to determine whether the NetWorld show and/or the Event
            has in the past or presently has a trade dress that would be
            protectible under the laws of any jurisdiction. Accordingly, the
            parties agree as follows:

            i.    This Agreement does not grant either party the right to use
                  the trade dress of the other party.

            ii.   If the Event has or develops a protectible trade dress, such
                  trade dress:


                                       8
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NetWorld License And Production Agreement                         ZD Events Inc.
<PAGE>

                  a)    is jointly owned by the parties, and may be used by
                        either party without any obligation to account to the
                        other;

                  b)    may be used without restriction by either party during
                        the Term or after any termination or expiration of this
                        Agreement; and

                  c)    may be asserted by either party against any third party
                        that is not an affiliate of or successor in interest to
                        either party to this Agreement, unless the other party
                        to this Agreement reasonably objects on the ground that
                        its interests are harmed by the assertion of right.

7.    SEPARATE USES OF MARKS. The parties recognize and agree that in order to
      protect their respective trademarks it may be important that to a
      reasonable but limited extent ZD Events will use the ZD Marks and Novell
      will use the Novell Mark independent of each other in connection with the
      Event to the extent reasonably necessary to protect the value and
      integrity of the marks individually. Each party acknowledges that the
      other party, given the nature, scope, and requirements of this Agreement,
      may discontinue use of its respective mark during the term of this
      Agreement by not exercising its rights to make independent uses of such
      mark as contemplated herein. The parties shall agree on employment of each
      of the Marks in promoting or sponsoring the Event in an appropriate
      separate use to protect each of the marks.

8.    USE OF ABBREVIATIONS.

      a.    The parties agree that the primary identifier for the Event is the
            full Combined Mark, but that use of the mark in abbreviated form,
            such as "N+I", is acceptable as a secondary identifier on a limited
            basis. The parties will confer regarding the scope of usage of any
            abbreviated form, and both parties must agree in a written amendment
            to this Agreement before any abbreviated form other than "N+I" is
            used officially to identify the Event.

      b.    Any existing applications or registrations of an abbreviated form of
            the Combined Mark must be amended to include both parties as owners,
            and any further registration of an abbreviated form of the Combined
            Mark in any jurisdiction must (i) first be agreed upon by both
            parties, and (ii) identify both parties as owners; but if any such
            registration as joint owners were to be rejected by any trademark
            authority, the parties will nonetheless treat the "N+I" mark as
            jointly owned.

      c.    Following the termination of this Agreement, any applications or
            registrations of the Combined Mark or any abbreviated form of the
            Combined Mark existing at the time of termination of this Agreement
            will be allowed to lapse in the ordinary course.

9.    OTHER LICENSES.

      a.    Novell grants to ZD Events a non-transferable, non-exclusive license
            to use the Novell Customer Lists to solicit attendees and exhibitors
            to attend or participate in an Event and to otherwise increase the
            visibility of the Event. Such license will be exercised through use
            of a bonded third-party mail-house reasonably acceptable to Novell.
            ZD Events will provide the materials to be forwarded to the
            mail-house and Novell will provide, at no cost to ZD Events, the
            Novell Customer Lists to the mail-house for fulfillment not later
            than 20 weeks prior to each Event, in a format to be specified by ZD
            Events. ZD Events will not have direct access to the Novell Customer
            List.

      b.    ZD Events grants to Novell a non-transferable, non-exclusive license
            to use the Attendee List to solicit attendees and exhibitors to
            attend or participate in an Event


                                       9
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NetWorld License And Production Agreement                         ZD Events Inc.
<PAGE>

            and to otherwise increase the visibility of the Event, and for the
            marketing of its products and services. Such license will be
            exercised through use of a bonded third-party mail-house reasonably
            acceptable to ZD Events. Novell will provide the materials to be
            forwarded to the mail-house and ZD Events will provide the Attendee
            Lists to the mailhouse for fulfillment upon each Novell request, in
            a format to be specified by ZD Events. Novell will not have direct
            access to the Attendee List and may not through any means provide
            access to the Attendee List to any third party. Novell agrees not to
            use the Attendee Lists in connection with the production or
            promotion of a technology exhibition, conference, or seminar, unless
            such event is solely owned and produced by Novell.

10.   NON-COMPETITION.

      a.    The parties acknowledge that they each engage in other business
            activities that deal with the same market to which their activities
            under this Agreement are directed. Nothing in this agreement shall
            be deemed to limit such activities, except as hereinafter
            specifically provided.

      b.    Unless it has obtained the written permission of the other party by
            means of an amendment to this Agreement, neither party may organize
            or sponsor an event that:

            i.    uses the other party's Mark or the Combined Mark; or

            ii.   is substantially similar to a scheduled Event in terms of
                  subject matter, date, and having equal or greater size; or

            iii.  is substantially similar to a scheduled Event in terms of
                  subject matter, date, and location (except for events produced
                  for the benefit of a vendor and targeted at the customers and
                  prospects of that vendor).

      c.    If either party wishes to organize an additional Event, the
            proposing party will so notify the other party in writing. The other
            party shall reply in writing within 7 days. If the other party
            replies that it does not want the additional Event or to participate
            in that Event, the proposing party may organize and manage an event
            or conference in that country using, in the case of the ZD Events,
            the ZD Marks or some other name and, in the case of Novell, the
            Novell Mark or some other name, but may not use the other party's
            Mark. Such events shall not be deemed to violate this Article 10. If
            the other party fails to respond within the 7-day period from
            receipt of the original notice, the proposing party may send a
            second written request, directed to Novell's VP Marketing or ZD
            Events' EVP Business Development respectively. If the other party
            again fails to respond within 7 days from receipt of the notice, the
            requesting party may send a third written request, directed to
            Novell's President or ZD Events' President respectively. If the
            other party again fails to respond within 7 days from receipt of the
            notice, the requesting party may organize and manage an event in
            that county as if the responding party had stated that it does not
            want to participate in the proposed Event.

      d.    Notwithstanding anything to the contrary in this Agreement, the
            parties agree that neither party may independently hold an event
            under a name incorporating the ZD Marks and/or the Novell Mark in
            any country in which an Event either exists or is planned for the
            future, except that ZD Events may organize conferences (without
            accompanying expositions) using the ZD Marks.

11.   LICENSE FEE. In consideration of the license to the Novell Mark granted in
      Article 4, the license to the Novell Customer List granted in Article 9,
      and Novell's participation in and support of the Event, during the term of
      this Agreement ZD Events will pay Novell


                                       10
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NetWorld License And Production Agreement                         ZD Events Inc.
<PAGE>

      US$1,000,000 per annum, payable in two equal installments of US$500,000 on
      15 April and 15 October of each year, with the first payment due on 15
      April 1999. In the event any termination (other than for breach by Novell)
      is effective on a date other than the last day of the year, the license
      fee shall be payable pro rata for the number of days of the calendar year
      through the last day of the last Event during which the Agreement
      continued in effect. The parties do not intend that Section 11 of this
      Agreement shall serve to establish or otherwise reflect on the fair market
      value of the Novell Mark.

12.   NOVELL BENEFITS. As additional consideration to Novell in connection with
      its performance under this Agreement and its support of the Event, ZD
      Events will provide Novell with certain benefits in connection with each
      Event, as follows:

      a.    Base Exhibit Space.

            i.    ZD Events will provide to Novell Base Exhibit Space equal to
                  [XXXXX], and Novell must select and occupy not less than
                  [XXXXX], of the net square footage of exhibit floor space. No
                  rental fee shall be charged by ZD Events for the Base Exhibit
                  Space; provided, however, that Novell's use of the Base
                  Exhibit Space shall otherwise be subject to the terms and
                  conditions of ZD Events' standard exhibit space rental
                  agreement with respect to the Event ("Exhibit Agreement").
                  Novell shall be entitled, at Novell's option, to any exception
                  to the terms and conditions of the Exhibit Agreement that ZD
                  Events grants to other exhibitors at that Event.

            ii.   Novell shall receive first priority in selecting the location
                  of the Base Exhibit Space as follows: as soon as reasonably
                  possible prior to the first date of any space re-sign, ZD
                  Events shall provide Novell with notice of such Event together
                  with the floor plan and Exhibit Agreement, and Novell shall
                  have 7 business days to select its location and execute and
                  return the Exhibit Agreement. In the event Novell does not
                  select the location and return the executed Exhibit Agreement
                  within the 7-day period or prior to the first date on which
                  re-sign is opened to exhibitors at the first day of the Event
                  for which re-sign is made available, whichever first occurs,
                  Novell will be deemed to have waived its first priority for
                  selection of exhibit space with respect to such Event.

      b.    Additional Exhibit Space. Novell may purchase additional exhibit
            space at [XXXXX] of the retail rate. Such additional space may be
            occupied under the same terms as the Base Exhibit Space.

      c.    Partner Pavilion Space. Novell may purchase Partner Pavilion Space.
            During the Term, Novell may use the balance of any unused Base
            Exhibit Space (up to the maximum [XXXXX] allowance) as Partner
            Pavilion Space at a [XXXXX] discount from the retail rate for
            exhibit space; additional space for the Partner Pavilion will be at
            the full retail exhibit space rate. If Novell selects additional
            exhibit space or the Partner Pavilion Space contemporaneously with
            the Base Exhibit Space and the floor plan permits, the additional
            space will be adjacent to the Base Exhibit Space.

      d.    Meeting Rooms. ZD Events shall make available to Novell, at a
            discounted rate, the rental of up to [XXXXX] medium-sized meeting
            rooms located at the Event, except that for international events the
            availability of rooms for Novell will be subject to availability
            after providing for the customary requirements of ZD Events to
            produce the Event. The rental rate applicable to such meeting rooms
            by ZD Events shall be the greater of [XXXXX] of the listed rental
            rate charged to other exhibitors at the Event or [XXXXX] over ZD
            Events' costs for such rooms. Prior to the first date of any space
            re-sign, ZD Events shall provide Novell with a notice of the
            available meeting rooms together with the floor plan and the
            standard form of meeting room

[XXXXX] = Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect to
the omitted portions.

                                       11
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NetWorld License And Production Agreement                         ZD Events Inc.
<PAGE>

            addendum applicable to the Event ("Meeting Room Addendum") and
            Novell shall have 5 business days to select available meeting rooms
            and execute and return the Meeting Room Addendum with respect to
            such rooms. In the event Novell does not select any meeting rooms
            and return the executed Meeting Room Addendum within the 5-day
            period, Novell will be deemed to have waived its first priority with
            respect to selecting meeting rooms at such Event. Novell further
            shall have right of first refusal to rent any meeting rooms that
            have not been rented, or otherwise committed for the production
            requirements of ZD Events, at least 60 days in advance of the Event,
            at a rate equal to greater of [XXXXX] over ZD Events' cost or
            [XXXXX] of the listed rental rate to other exhibitors. Should such
            rooms be available, ZD Events shall provide Novell with a notice of
            the available meeting room together with the floor plan and Meeting
            Room Addendum, and Novell shall have 2 business days to select
            available meeting rooms and execute the Meeting Room Addendum with
            respect to such rooms. In the event Novell does not select any
            meeting rooms and return the executed Meeting Room Addendum within
            such period, or prior to the first date on which re-sign is opened
            to exhibitors at the first day of the Event for which re-sign is
            made available, whichever first occurs, Novell will be deemed to
            have waived its right to rent such meeting rooms at such Event.

      e.    Marketing and Promotional Opportunities (MPOs). Novell shall have a
            right of first refusal on all Event MPOs created by Novell or ZD
            Events. Such right shall not extend to MPOs created by third parties
            or for which a prior right of first refusal has been granted to a
            third party for a previous Event unless the third party has waived
            or failed to exercise its right of first refusal. For each MPO,
            Novell shall pay the greater of [XXXXX] over ZD Events' cost or
            [XXXXX] of listed price to other exhibitors. Prior to the first date
            of any space re-sign or announcement of an Event, or promptly upon
            the creation of the MPO, whichever comes first, ZD Events shall
            provide Novell with a notice of the availability of the MPO and the
            terms upon which it may be purchased, together with the standard
            form of MPO agreement applicable to the Event ("MPO Agreement"), and
            Novell shall have 5 business days to return the executed MPO
            Agreement. In the event Novell does not return the executed MPO
            Agreement during such 5 business day period, Novell will be deemed
            to have waived its right to such MPO at such Event.

      f.    Keynotes. ZD Events will offer to Novell the opportunity to have
            keynote speakers, such as its CEO or CTO or others of equivalent
            level, visibility, or responsibilities, for at least [XXXXX] major
            Event each year in the United States and, with respect to Events
            scheduled outside the United States, for [XXXXX] of the Events
            scheduled on each continent, on the terms provided in Section l4(k)
            below.

      g.    InteropNet-related Participation. ZD Events will have an InteropNet
            Event Network sponsorship program open to about [XXXXX] sponsors. ZD
            Events must offer to Novell the right of first refusal to, at
            Novell's option, be a co-sponsor in the InteropNet sponsorship
            program. Novell's right of first refusal expires on the 8th day
            after ZD Events communicates the offer in writing to Novell.

13.   ZD EVENTS OBLIGATIONS.

      ZD Events will be responsible for all aspects of coordinating, managing,
      facilitating, and producing each Event except to the extent expressly
      assigned to Novell under this Agreement and, in support of those
      responsibilities, will have the following responsibilities in connection
      with the Event.

[XXXXX] = Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect to
the omitted portions.


                                       12
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NetWorld License And Production Agreement                         ZD Events Inc.
<PAGE>

      a.    Locations. For each Event, ZD Events will fulfill any obligations to
            Novell directly to the Novell office responsible for or in the
            location in which the Event is held.

      b.    ZD Events' Obligation to Produce Event. ZD Events will, at its own
            expense and responsibility, organize and conduct the Event. ZD
            Events will confer with Novell regarding proposed locations and
            dates, but Novell may not unreasonably withhold its approval of
            proposed locations and dates. Without limiting the generality of the
            foregoing, ZD Events' responsibilities include design, logistics,
            marketing and promotion, venue issues, registration, revenue
            collections, and production; provided, however, ZD Events'
            responsibilities do not include tasks expressly assigned to Novell
            under this Agreement.

      c.    ZD Events Databases. In addition to databases based on prior Events,
            ZD Events will use all relevant ZD Events databases to solicit
            attendees and exhibitors to attend or participate in an Event and to
            otherwise increase the visibility of the Event. Nothing in this
            provision is intended to confer on Novell any interests in such
            databases.

      d.    Sales, Accounting/Treasury. ZD Events will set all Event related
            pricing; sell exhibit space, MPOs, and attendee passes; process all
            collections and expenditures received or incurred in connection with
            the Event; and retain all revenues received in connection with the
            foregoing, subject to the payment obligations of ZD Events to Novell
            under this Agreement. ZD Events accepts all risk of loss and profit
            for the Event.

      e.    Programs. ZD Events will be responsible for all speaker logistics
            (excluding Novell and Novell speakers), including travel, fee
            negotiation (if applicable), obtaining presentations and technical
            requirements, and on-site speaker support.

      f.    Quality of Event and Speakers. For each Event, ZD Events will
            maintain the quality of the Event and its keynote speakers at a
            level that is commensurate with the quality of similar ZD
            Events-owned events of similar size, scope, nature, and location.
            Novell acknowledges that maintenance of quality is dependent in part
            on its participation.

      g.    Control Of Public Relations Activities. ZD Events has principal
            responsibility for public relations activities related to the Event.

      h.    Exhibitors. The parties intend that exhibitors be affiliated with
            the network computing industry. ZD Events may determine in its sole
            discretion which prospective exhibitors may participate in the
            Event.

      i.    Seminar. With respect to the seminar or conference portion of the
            Event, the parties agree as follows:

            i.    ZD Events, alter reviewing and considering input from Novell,
                  shall organize seminars and tutorials in connection with each
                  Event.

            ii.   ZD Events agrees to solicit input from user groups in the
                  networking computing industry, including without limitation
                  NetWare Users International.

      j.    Attendee Lists. Promptly after written request from Novell, ZD
            Events shall provide Novell a copy of the Attendee List for use
            through a bonded mail-house as permitted in Section 3(b). The final
            copy of the Attendee List will be made


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NetWorld License And Production Agreement                         ZD Events Inc.
<PAGE>

            available to Novell through a bonded mail-house no later than 4
            weeks following such request.

14.   OBLIGATIONS OF NOVELL.

      Novell is responsible for participating in each Event and providing
      support for each Event as set forth in this Agreement, including but not
      limited to selected marketing, promotion, contribution, coordination, and
      support activities, as follows:

      a.    Locations. For each Event, Novell will fulfill all obligations to ZD
            Events directly to the ZD Events office responsible for or in the
            location in which the Event is held.

      b.    Promotion of the Event. Novell shall use reasonable efforts to
            promote the success of the Events, including encouraging resellers,
            VARS, distributors, strategic partners, and similar business
            partners to exhibit in Events; and providing to the extent
            practicable speakers and participants for the Event. Novell shall
            use commercially reasonable efforts to promote each Event as part of
            Novell promotional activities, web pages, and related activities by
            incorporating specific references to upcoming Events. Novell shall
            provide equipment, personnel, advice, and support as reasonably
            required by ZD Events to feature Novell products at the Event and in
            the ZD Events InteropNet.

      c.    Novell Support of ZD Events Obligations. Novell shall officially
            support and endorse each Event. Novell shall assist ZD Events in its
            obligations as set forth in this Agreement. In the event ZD Events
            believes Novell has failed to provide the required assistance, ZD
            Events shall promptly notify Novell of its failure to perform and an
            opportunity to cure the lack of performance.

      d.    Input. Novell will provide input to ZD Events in connection with the
            organization of seminars and tutorials for the Event.

      e.    Timeliness. Novell will deliver Novell products in a timely manner
            and provide reasonable support of such systems implemented by ZD
            Events in accordance with this Agreement

      f.    Product Announcements. Novell shall make commercially reasonable
            efforts to make new product or upgraded product introductions at the
            Event.

      g.    Provision of Content and Information. Novell will: (i) provide
            suggestions to ZD Events to assist ZD Events in developing
            educational content of each Event; (ii) provide additional
            information to promote and assist ZD Events' advance Event marketing
            and sales; and (iii) provide Event speakers as reasonably requested
            by ZD Events.

      h.    Exhibit. At each domestic Event, Novell will occupy and be
            responsible for one or more Novell exhibition areas that occupy a
            total of at least the Base Exhibit Space. Novell will be responsible
            for all other costs incurred in connection with the Novell exhibit,
            and for fees for its exhibit space in excess of the Base Exhibit
            Space.

      i.    Novell Customer List. Novell will, not later than 20 weeks prior to
            each Event, provide to ZD Events access to the Novell Customer List
            through the bonded mail-house for use in accordance with the license
            granted in Article 9(a).

      j.    Provision of Additional Information. Novell will, in its reasonable
            discretion, provide to ZD Events other strategic business or
            technical information in its possession


                                       14
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NetWorld License And Production Agreement                         ZD Events Inc.
<PAGE>

            that it believes will materially support the success of the Event or
            that will assist ZD Events in marketing, producing and supporting
            the Event, including but not limited to market data, market
            research, product announcements, and nonconfidential information
            regarding key Novell business partners.

      k.    Provision of Keynote Speakers. Novell will use all reasonable
            efforts to make available keynote speakers, such as its CEO or CTO
            or others of equivalent level, visibility, responsibilities, for at
            least [XXXXX] major Event each year in the United States and, with
            respect to Events scheduled outside the United States, for [XXXXX]
            of the Events scheduled on each continent. Novell will pay all
            expenses incurred by any such individual in connection with his or
            her address at the Event and will provide any special audiovisual or
            other technical support required in connection with the address
            (other than the standard audiovisual package made available to all
            speakers).

      l.    Expenses. Except as otherwise specifically provided in this
            Agreement, Novell will be responsible directly for payment of all
            expenses incurred by Novell in connection with the performance of
            its obligations hereunder, and for the direct expenses, if any,
            incurred or advanced on Novell's behalf by ZD Events.

      m.    General. Novell (i) may not create any expenses chargeable to ZD
            Events without ZD Events' prior written approval; (ii) will protect,
            to the best of its ability, its right to carry on this Agreement and
            to promote and participate in the Event as provided in this
            Agreement; and (iii) will comply with all laws and regulations
            relating or pertaining to its participation in and the promotion of
            the Event.

15.   ADVISORY BOARD. In formulating policies and procedures for each Event,
      there shall be appointed a NetWorld+Interop Industry Advisory Board.
      Membership on the Board shall be determined by ZD Events and shall include
      at least one representative from Novell. ZD Events agrees to consider in
      good faith the recommendations of the NetWorld+Interop Industry Advisory
      Board in formulating the seminars, tutorials, speakers, and content of
      each Event. Novell shall take an active role in the Advisory Board.

16.   INSURANCE. ZD Events will obtain policies of insurance providing all risk
      coverage (including but not limited to liability and property damage
      coverage) on and relating to the Event that are the subject of this
      Agreement in an amount not less than $10,000,000. ZD Events shall cause
      Novell to be named as an additional insured on these policy or policies
      and shall provide a copy of such to Novell upon request.

17.   CONFIDENTIAL INFORMATION. Novell and ZD Events agree, during the term of
      this Agreement and for a period of 5 years from the termination or
      expiration of this Agreement, not to use for any purpose other than those
      contemplated by this Agreement, and not to disclose to any third party, or
      utilize such information for its own use, without the prior written
      consent of the other party, any information received from the other party
      that is identified as confidential or restricted prior to disclosure.
      Information may be distributed within the receiving party on a
      need-to-know basis only. Such information shall include information such
      as business plans and forecasts, non-public financial information,
      strategies regarding venues and dates, information relating to proposed
      mergers and acquisitions, and information relating to adjustments in Event
      focus. However, this confidentiality obligation does not extend to
      information that: (i) was rightfully in possession of, or was known by the
      receiving party prior to its receipt from the disclosing party; (ii) is or
      becomes public knowledge without the fault of the receiving party; (iii)
      is received in good faith by the receiving party from a source other than
      the disclosing party; or (iv) is independently developed by the receiving
      party without the use of any information required to be kept confidential
      hereunder.

[XXXXX] = Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect to
the omitted portions.


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NetWorld License And Production Agreement                         ZD Events Inc.
<PAGE>

18.   TERM, RENEWAL AND TERMINATION. The initial term of this Agreement shall
      commence on the Effective Date of this Agreement and shall end 31 December
      2001. The term shall automatically renew for successive 1-year periods
      unless either party at its sole option provides prior written notice, at
      least 15 months before expiration of the term, of its intent to terminate
      this Agreement or the parties otherwise agree to terminate this Agreement.
      The foregoing shall not affect either party's right to terminate this
      Agreement sooner for cause as provided herein.

      a.    Termination. Without prejudice to any rights that either party may
            have under this Agreement or at law, equity or otherwise, Novell or
            ZD Events shall have the right to terminate this Agreement for cause
            upon the occurrence of any one or more of the following events
            ("Defaults"):

            i.    If the other party materially defaults in the performance of
                  any of its material obligations under this Agreement;

            ii.   If the other party shall have ceased business, been adjudged
                  bankrupt or insolvent, files or has filed against it a
                  petition under any Bankruptcy Law, proposed any dissolution,
                  liquidation, composition, financial reorganization or
                  recapitalization with creditors, makes an assignment or trust
                  mortgage for the benefit of creditors or if a receiver,
                  trustee, custodian or similar agent is appointed or takes
                  possession with respect to the business of the other party;
                  and/or

            iii.  If there is any assignment by the other party of this
                  Agreement or any right or obligation hereunder, except
                  pursuant to the terms of Article 21, without the other party's
                  prior written consent.

      b.    Cure Of Defaults. Notice shall be given to the defaulting party who
            shall then have 90 days within which time to cure such Default.
            During the 90-day period, either party may invoke the dispute
            resolution procedures set forth in Article 22, but use of the
            dispute resolution process shall not extend the period for cure.
            Failure to cure a material default within this time frame shall
            entitle the other party to terminate the Agreement immediately upon
            notification to the defaulting party.

      c.    Rights Upon Notice Of Termination. After notice of the termination
            of the Agreement has been given, during the period between the
            giving of notice and the date the termination becomes effective
            (the "Notice Period"):

            i.    Either party may develop and organize events and conferences
                  that take place after the termination of the Agreement

            ii.   Neither party may use or refer to the other's Mark to promote
                  its post-termination events, including but not limited to
                  statements such as "formerly NetWorld" by ZD Events, or
                  "formerly Interop" by Novell, or "formerly NetWorld+Interop"
                  or "formerly "N+I" by either party.

            iii.  Novell will continue to have access to the Attendee List as
                  provided by this Agreement, but in addition may not use such
                  list to promote any Novell post-termination event that uses
                  the Novell Mark or to promote an event that is deemed
                  competitive under Section 10(d)(ii) of this Agreement. But if
                  the notice of termination for any reason was given by Novell,
                  Novell's rights to the Attendee List terminate immediately
                  upon Novell's notice of termination.

            iv.   Events scheduled to take place during the Notice Period are
                  not affected, and for those Events this Agreement continues in
                  full effect. In addition,


                                       16
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NetWorld License And Production Agreement                         ZD Events Inc.
<PAGE>

                  during the Notice Period ZD Events will continue to offer to
                  Novell the sponsorship opportunities, MPO opportunities, and
                  the like on the same terms and for the same general marketing
                  purposes that were offered to Novell for the Events in like
                  location that last preceded the Notice Period, for use by
                  Novell on the same terms and for the same general marketing
                  purposes as preceded the Notice Period.

            v.    The parties shall agree upon and issue a mutually agreed-upon
                  public statement, either on the occasion of the final Event or
                  at such time during the Notice Period that it is deemed
                  advisable by both parties to address the discontinuation of
                  the Event with third parties. The parties shall not disparage
                  the other party and may conduct customary practices for
                  promoting any event(s) that may succeed the final Event.

      d.    Rights Upon Termination Or Expiration. Upon the effective date of
            any expiration or termination of this Agreement:

            i.    ZD Events must cease producing the Event and all rights
                  granted hereunder to ZD Events immediately terminate, and
                  Novell may not produce the Event and all rights granted
                  hereunder to Novell immediately terminate.

            ii.   Either party may develop and organize events and conferences
                  that take place after the termination of the Agreement.

            iii.  Neither party may use or refer to the other's Mark to promote
                  its post-termination events, including but not limited to
                  statements such as "formerly NetWorld" by ZD Events, or
                  "formerly Interop" by Novell, or "formerly NetWorld+Interop"
                  or "formerly "N+I" by either party.

            iv.   Neither party may use "N+I" as a trademark or service mark
                  after expiration of this Agreement.

            v.    To identify any event in which it has an interest other than
                  the Event, during the term of this Agreement and after
                  termination of this Agreement, neither party may:

                  a)    use a name confusingly similar to the Combined Mark; or

                  b)    use "N*+I*". For purposes of this subparagraph only,
                        "N*" represents the letter "N", alone or followed by any
                        string of letters or numbers, and "I*" represents the
                        letter "I", alone or followed by any string of letters
                        or numbers.

                  Nothing in this subsection 18(d)(v) is intended to foreclose
                  Novell from using the Novell Mark, or ZD Events from using the
                  ZD Marks.

            vi.   If notice of termination for any reason was given by ZD
                  Events, Novell shall have access via a bonded mail-house to
                  the Attendee List from all Events for the 12 months preceding
                  the effective date of termination, but may not use those lists
                  to promote a NetWorld or successor event that takes place less
                  than 12 months following the effective date of termination.

      e.    Survival. Sections 3, 4(d), 4(e), 4(g)(ii), 5(d), 5(e), 6(a), 17,
            18, 22, and 23, and all other provisions that by their nature
            survive termination, will survive any expiration or termination and
            shall continue in effect in accordance with their terms.


                                       17
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NetWorld License And Production Agreement                         ZD Events Inc.
<PAGE>

      f.    Other Rights and Remedies. The rights of Novell and ZD Events under
            this Article 18 are in addition to any other rights and remedies
            provided by law or under this Agreement.

19.   NOTICES. All notices provided for in this Agreement shall be in writing,
      and shall be effective when received addressed as follows and sent by
      certified mail, return receipt requested:

      To Novell:

      Attn: Vice President of Communications
      Novell, Inc.
      122 East 1700 South
      Provo, Utah 84606
      Cc: via facsimile Attn: General Counsel, 801.228.7077 fax

      To ZD Events:

      Attn: President
      ZD Events Inc.
      303 Vintage Park Drive
      Foster City, CA 94404-1138
      Cc: via facsimile Attn: Chief Counsel, 650.525.0223 fax

      or to such other party or addresses as ZD Events or Novell may designate
      from time to time by notice.

20.   RELATIONSHIP OF PARTIES. This Agreement does not constitute and shall not
      be construed as constituting a partnership or joint venture between Novell
      and ZD Events. Neither party shall have any right to obligate or bind the
      other party in any manner whosoever, and nothing herein contained shall
      give, or is intended to give, any rights of any kind to any third persons.

21.   NON-ASSIGNABILITY. Both parties to this Agreement agree that each does not
      have the right to assign, transfer, convey, or pledge the rights conferred
      under this Agreement to any other party without the express written
      consent of the other party (which consent may not be unreasonably
      withheld), except to an affiliate or a successor in interests in the event
      of an acquisition of substantially all of the assets or stock by, or the
      merger of, a party. Irrespective of the foregoing, Novell specifically
      agrees that it will not assign, during the term of this Agreement, its
      rights under this Agreement to a third party trade event management
      company. The parties, however, agree that this limitation does not apply
      to a division or subsidiary of Novell that produces any events, including,
      but not limited to, trade events, conferences, seminars, and tutorials
      related directly to Novell's primary business.

22.   GOVERNING LAW AND DISPUTE RESOLUTION,

      a.    The construction and meaning of the terms and provisions of this
            Agreement shall be interpreted in accordance with the substantive
            laws of the United States of America. Jurisdiction and venue for any
            action brought by ZD Events shall be the State of Utah and governed
            by Utah law. Jurisdiction and venue for any action brought by Novell
            shall be the State of California and governed by California law. The
            choice of law rules of any jurisdiction shall be disregarded.

      b.    If the parties or their representatives are unable to agree on the
            interpretation or execution of any provision of this agreement, then
            prior to the institution of any


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            formal dispute resolution process such as litigation, the matter
            must first be addressed by the parties in accordance with the
            following guidelines:

            i.    Either party may request that this process be invoked
                  regarding any material issue.

            ii.   The issue must first be addressed by the persons representing
                  each party in the relevant subject area; for example only, a
                  marketing issue would first be addressed by each party's
                  relevant marketing representative.

            iii.  If the preceding effort is unsuccessful, either party may
                  require that the issue be addressed by each party's Designated
                  Representative. The Designated Representative must represent
                  the company at approximately the vice-president level.
                  Novell's initial Designated Representative is Ben Lambert. ZD
                  Events' initial Designated Representative is Valerie
                  Williamson, VP/Interop General Manager.

            iv.   If the preceding effort is unsuccessful, either party may
                  require that the issue be addressed by each party's Senior
                  Representative. Novell's initial Senior Representative is
                  Margaret Epperheimer, Vice President of Communications. ZD
                  Events' initial Senior Representative is Dick Blouin.

            v.    Nothing in this dispute resolution process precludes a party
                  from seeking temporary equitable remedies.

            vi.   The parties' Representatives may be changed upon written
                  notice by a party to the other, substituting a Representative
                  of similar rank or influence in the organization.

            vii.  The dispute resolution process must be completed within 21
                  days or, if the Agreement imposes a time frame for a proposal
                  and response, the parties must complete the dispute resolution
                  process set forth in this subsection (b) in a span of time no
                  greater than the time allotted for the original response.

23.   REMEDIES AND ATTORNEYS' FEES.

      a.    Remedies. ZD Events and Novell each recognize and acknowledge that a
            breach of any of its covenants, agreements, or undertakings
            hereunder may cause irreparable damage to the other party, which
            cannot be readily remedied in monetary damages in an action at law,
            and may, in addition thereto, constitute an infringement of the
            licensed marks. In the event of a default by either party that could
            result in irreparable harm to the other or cause some loss or
            dilution of the other's good will, reputation, or rights in their
            respective trademarks, the non-defaulting party shall be entitled to
            seek immediate injunctive relief in addition to any other remedies
            available, at law or in equity, to stop or prevent such irreparable
            harm, loss or dilution, or to otherwise recover damages.

      b.    Attorneys Fees. If any action is brought hereunder to enforce or
            interpret this Agreement, the successful or prevailing party shall
            recover from the non-prevailing party reasonable attorneys fees and
            other costs incurred in that action, in addition to any and all
            other relief to which it may be entitled.

      c.    No Right of Set-Off. Neither may withhold performance or payment
            under this Agreement due to the other party's failure, whether
            alleged or adjudicated, to pay or perform pursuant to obligations
            extrinsic to this Agreement.


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      d.    Informal Dispute Resolution. In the event of a dispute arising
            hereunder, the parties shall seek to resolve such dispute informally
            and to escalate the resolution of the matter to appropriate
            executives, or use the process outlined in Section 22(b).

24.   ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
      the parties concerning the subject matter hereof. Headings are included
      for convenience only and may not be used to interpret this Agreement. Any
      waiver, variation or amendment of any term or condition of this Agreement
      is effective only if signed by authorized representatives of both parties
      herein.

25.   SIGNATURES. This Agreement may be executed in counterparts and becomes
      effective on the Effective Date.

IN WITNESS WHEREOF, the parties hereto have signed and sealed this Agreement as
of the day and year first above written.

Novell, Inc.

Name: MARGARET EPPERHEIMER
     --------------------------------------

Title: VICE PRESIDENT, CORPORATE MARKETING
      -------------------------------------

Date: 4-16-99
     --------------------------------------

Signature: /s/ Margaret Epperheimer
          ---------------------------------


ZD Events Inc.

Name: Richard R. Blouin
     --------------------------------------

Title: Executive Vice President
      -------------------------------------

Date: 4-16-99
     --------------------------------------

Signature: /s/ Richard R. Blouin
          ---------------------------------


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                                   Exhibit A
                                   Novell Mark

NETWORLD

[NETWORLD DESIGN MARK]

                                    Exhibit B
                                    ZD Marks

See Attached Trademark Registrations For:

       INTEROP (Reg. No. 1,573,908)

       INTEROP EVENT LOGO (Reg. No. 1,572,484)

In addition, Novell acknowledges that ZD Events uses or has used the following
marks in connection with the Events, and owns such marks as between the parties,
and no license is granted to Novell in the following marks under this Agreement

Start-Up City

CommUnity

Solutions Showcase

Presentation Theatres

InteropNet


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                                    Exhibit C
                                 Existing Events

1999 NetWorld+Interop Events (presently scheduled)

NetWorld+Interop 99 Singapore
Conference: April 5-9, 1999
Exposition: April 7-9, 1999
Singapore International Convention & Exhibition Centre
Singapore

NetWorld+Interop 99 Las Vegas
Conference: May 10-14, 1999
Exposition: May 11-13, 1999
Las Vegas Convention Center
Las Vegas, Nevada

NetWorld+Interop 99 Tokyo
Conference: May 31-June 4, 1999
Exposition: June 2-4, 1999
Nippon Convention Center (Makuhari Messe)
Tokyo, Japan

NetWorld+Interop at COMDEX/Canada '99
July 14-16, 1999
Metro Toronto Convention Centre
Toronto, Ontario

NetWorld+Interop 99 Paris
Conference: September 13-17, 1999
Exposition: September 15-17, 1999
Parc des Expositions de Paris
Porte de Versailles
Paris, France

NetWorld+Interop 99 Atlanta
Conference: September 13-17, 1999
Exposition: September 15-17, 1999\
Georgia World Congress Center
Atlanta, Georgia

NetWorld+Interop 99 Sao Paulo
November 9-12, 1999
Expo Center Norte
Sao Paulo, Brazil

NetWorld+Interop 99 Sydney
Expo: November 16-18, 1999
Education Program: November 15-19, 1999\
Sydney Convention and Exhibition Centre
Sydney, Australia


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NetWorld License And Production Agreement                         ZD Events Inc.