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                                                                   Exhibit 10.5B

                       License and Distribution Agreement

     This License and Distribution Agreement is dated November 12, 1999 (the
"Effective Date") and is by and between the following Parties:

Altiris:  Altiris, Inc.                Compaq:  Compaq Computer Corporation
          387 South 520 West                    2055 SH 249
          Lindon, Utah 84042                    Houston, Texas 77070

          Tel: (801) 226-8500                   Tel: (281) 514-4734
          Fax: (801) 226-8506                   Fax: (281) 514-7274

who agree to the following:

Section 1. Definitions

     1.1. Altiris and its Software Products. Altiris is in the business of
developing and licensing computer software products, including software products
known as Altiris eXpress and PC Transplant Pro. A description of the current
version of each such product is provided in Exhibit A.

     1.2. Altiris eXpress - Client Agent, Server Components. Altiris eXpress
consists of a "Client Agent" and "Server Components." The "Client Agent" is the
client portion of Altiris eXpress. The "Server Components" are the server
portion of Altiris eXpress and include a brokering agent, database, console
software and other components. The Client Agent cannot be used independent of
the Server Components.

     1.3. Distributable Programs. The "Distributable Programs" consist of the
Distributable Client Agent, the Distributable Altiris eXpress and PC Transplant:

         (a) Distributable Client Agent. Altiris will customize the Client Agent
in accordance with Section 2.1 to produce a version of the Client Agent intended
for distribution under the Bundling License and Distribution License. Such
version is referred to as the "Distributable Client Agent." The Distributable
Client Agent will include detection code for Compaq PCs as more fully described
in Exhibit C.

         (b) Distributable Altiris eXpress. Altiris will customize Altiris
eXpress in accordance with Section 2.1 to produce a version of Altiris eXpress
intended for distribution under the Bundling License and Distribution License.
Such version is referred to as the "Distributable Altiris eXpress." The
Distributable Altiris eXpress will include a counter or other means to limit use
of a Distributable Client Agent on a Compaq PC to 30 days as more fully
described in Exhibit D.

         (c) PC Transplant. Altiris will customize PC Transplant Pro in
accordance with Section 2.1 to produce a limited version of PC Transplant Pro
intended for distribution under the Bundling License and Distribution License.
Such version is referred to as "PC Transplant." Certain

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features or functions found in PC Transplant Pro will be disabled or removed in
the creation of PC Transplant as more fully described in Exhibit B.

     1.4. Resale Products. The "Resale Products" are the full commercial
versions of the following Altiris products:

         (a) Altiris eXpress - full product version including software,
documentation (printed and/or electronic), media and packaging.

         (b) PC Transplant Pro - full product version including software,
documentation (printed and/or electronic), media and packaging.

         (c) PC Transplant Pro Upgrade - full product version including
software, documentation (printed and/or electronic), media and packaging. This
is the commercial upgrade offered to a user of PC Transplant who desires to
upgrade to PC Transplant Pro.

         (d) Upgrade Protection for Altiris eXpress.

         (e) Upgrade Protection for PC Transplant Pro.

     Each of these Resale Products will have a separate SKU or other unique
product designation assigned by Altiris. Each Resale Product will be governed by
the applicable end-user license agreement. Future versions of these products
will be added to this list by Altiris to keep it current.

     1.5. Compaq and Compaq PCs. Compaq is in the business of manufacturing and
selling personal computers. "Compaq PCs" shall mean personal computers
manufactured or sold under the Compaq brand, including but not limited to
desktops, portables, servers, and workstations.

     1.6. Bundling and other Distribution. Compaq desires to "bundle" or
"pre-install" copies of the Distributable Client Agent with or on its Compaq
PCs. The terms "bundle" and "pre-install" mean to install a copy of a
Distributable Program on a hard disk or other data storage device of a Compaq PC
prior to shipment of the Compaq PC to the end-user customer. Compaq also desires
to distribute the Distributable Programs through methods other than bundling.
These bundling and other distribution rights are granted to Compaq pursuant to
the Bundling License and Distribution License of Sections 3.2 and 3.3.

     1.7. Internal Use. Compaq also desires to use PC Transplant Pro and Altiris
eXpress for internal use purposes. This right to use PC Transplant Pro and
Altiris eXpress is granted to Compaq pursuant to the Internal Use License of
Section 3.1.

     1.8. Insight Manager Client Agents. "Insight Manager Client Agents" are
software modules for installation on a Compaq PC which enable management via
WEB-browser, DMI or SNMP-based management consoles, and Compaq Insight Manager.


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     1.9. Licensed Software. "Licensed Software" shall mean any, some or all of
the following: PC Transplant Pro, Altiris eXpress, and the Distributable
Programs.

     1.10. Customized Licensed Software. "Customized Licensed Software" is
defined in Section 2.7(a) below.

     1.11. Compaq Technology. "Compaq Technology" shall mean source code,
algorithms, and information for the detection of Compaq PCs made available by
Compaq to Altiris.

     1.12. [*]

Section 2. Development, Delivery and Acceptance

     2.1. Development of Distributable Programs. The initial development under
this Agreement will consist of customization of PC Transplant Pro, the Client
Agent and Altiris eXpress to produce PC Transplant, the Distributable Client
Agent, and the Distributable Altiris eXpress (the Distributable Programs) in
accordance with their respective Product Requirements Documents (each a "PRD").
The PRD for PC Transplant is set forth in Exhibit B. The PRD for the
Distributable Client Agent is set forth in Exhibit C. The PRD for the
Distributable Altiris eXpress is set forth in Exhibit D. Compaq's rights under
the Bundling License and Distribution License are limited to these Distributable
Programs and Updates thereto under Section 8.3.

     2.2. Delivery and Acceptance of Distributable Programs. In this Section
2.2, each of PC Transplant, the Distributable Client Agent and the Distributable
Altiris eXpress is referred to as a "Distributable Program." When Altiris
believes that a Distributable Program is ready for acceptance testing, a copy
thereof shall be delivered to Compaq. Compaq shall install the Distributable
Program at its site for acceptance testing. The acceptance testing period will
be 30 days, beginning on the date of delivery of the Distributable Program to
Compaq. The Distributable Client Agent and Distributable Altiris eXpress will be
tested together, so the 30-day acceptance testing period will begin on the date
that both the Distributable Client Agent and Distributable Altiris eXpress are
delivered to Compaq. Compaq shall, without undue delay, test each of
Distributable Programs for compliance with the applicable PRD of Exhibits B, C
and D. If the testing does not reveal any material noncompliance with the PRD,
Compaq shall accept the Distributable Program and give notice to Altiris that
the Distributable Program is accepted and ready for distribution by Compaq.
Acceptance shall not be unreasonably withheld or delayed by Compaq. If the
testing reveals that the Distributable Program does not conform to the PRD in
any material respect, then Compaq shall report the nonconformance in writing to
Altiris and the Parties shall confer on the corrective action to be taken. As
soon as reasonably practicable, Altiris shall correct the nonconformance with
the PRD and deliver a corrected copy of the Distributable Program to Compaq for
re-testing and acceptance or rejection as provided above, except that the
acceptance testing period shall be no more than 15 days, or the remainder of the
original acceptance period, whichever is longer. This


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procedure shall be repeated as necessary until the Distributable Program is: (1)
corrected and accepted by Compaq or (ii) accepted "as-is" by Compaq. Compaq may
forego testing the Distributable Program by giving Altiris written notice of
Compaq's acceptance of the Distributable Program. Compaq will not make any use
of the Distributable Program for any purpose other than testing for compliance
with the PRD until after Compaq has accepted the Distributable Program. Compaq
and its Subsidiaries shall not bundle, distribute or resell any Distributable
Program until after acceptance.

     2.3. [*]

     2.4. Delivery and Acceptance of PC Transplant Pro and Altiris eXpress. In
this Section 2.4, each of PC Transplant Pro and Altiris eXpress are referred to
as "Commercially Available Programs." When Altiris believes that a Commercially
Available Program is ready for acceptance testing, a copy thereof shall be
delivered to Compaq. Compaq shall install the Commercially Available Programs at
its site for acceptance testing. The acceptance testing period will be 30 days,
beginning on the date of delivery of the Commercially Available Programs to
Compaq. Compaq shall, without undue delay, test each of the Commercially
Available Programs for compliance with the applicable descriptions of Exhibit A.
If the testing does not reveal any material noncompliance with Exhibit A, Compaq
shall accept each of the Commercially Available Programs and give notice to
Altiris that the Commercially Available Programs are accepted and ready for
distribution by Compaq. Acceptance shall not be unreasonably withheld or delayed
by Compaq. If the testing reveals that any of the Commercially Available
Programs do not conform to Exhibit A in any material respect, then Compaq shall
report the nonconformance in writing to Altiris and the Parties shall confer on
the corrective action to be taken. As soon as reasonably practicable, Altiris
shall correct the nonconformance with Exhibit A and deliver a corrected copy of
the Commercially Available Program to Compaq for re-testing and acceptance or
rejection as provided above, except that the acceptance testing period shall be
no more than 15 days, or the remainder of the original acceptance period,
whichever is longer. This procedure shall be repeated as necessary until each of
the Commercially Available Programs is: (i) corrected and accepted by Compaq or
(ii) accepted "as is" by Compaq. Compaq may forego testing any of the
Commercially Available Programs by giving Altiris written notice of Compaq's
acceptance of the Commercially Available Program. Compaq will not make any use
of a Commercially Available Program for any purpose other than testing for
compliance with Exhibit A until after Compaq has accepted the Commercially
Available Program. Compaq and its Subsidiaries shall not distribute or resell
any Commercially Available Programs until after acceptance.

     2.5. Documentation Specifics. Altiris shall provide to Compaq the end-user
documentation for PC Transplant Pro and Altiris eXpress on an "as is" basis in
soft-copy format.

     2.6. Project Management. Each Party agrees to appoint a project manager to
coordinate its respective responsibilities hereunder. The project managers are:


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                   For Altiris:         [*]
                   For Compaq:          [*]

     Either Party may change its project manager by notice to the other Party.
The project managers shall be responsible to ensure the implementation of the
activities and obligations described in this Agreement. The project managers
will hold quarterly status review meetings at times to be mutually agreed upon.
The locations for such meetings shall alternate between Altiris' offices and
Compaq's offices. Attendees will include any person(s) required to present or
discuss the status of matters relevant to development, delivery or acceptance of
Distributable Programs, any open issues, and any proposed new activities.

     2.7. Future Enhancements and Customizations to Licensed Software.

         (a) Generally. As agreed to in writing by the Parties, Altiris shall
modify, enhance and customize any, some or all of the Licensed Software. All
such modified, enhanced and customized Licensed Software is referred to as
"Customized Licensed Software" and will be governed by this Agreement as
Licensed Software (and as PC Transplant, PC Transplant Pro, Altiris eXpress, the
Distributable Client Agent, and the Distributable Altiris eXpress as
applicable), unless the Parties enter into a separate written agreement to
govern the Customized Licensed Software.

         (b) PRD and Additional Terms and Conditions. Each time the Parties
agree that Altiris will develop Customized Licensed Software, the Parties will
prepare a new PRD for the Customized Licensed Software. The delivery, testing
and acceptance provisions of Section 2.2 shall also apply to the Customized
Licensed Software and its PRD, in the same manner that they apply to a
Distributable Program. Any additional terms or conditions applicable to the
development or to the Customized Licensed Software will be included in a written
amendment to this Agreement. Such amendment must be signed by both Parties. In
the event of a conflict between this Agreement and the new PRD or said
additional terms or conditions, then the new PRD or said additional terms or
conditions shall govern in so far as the applicable Customized Software is
concerned.

         (c) Payments. Altiris may condition the development of any Customized
Licensed Software on the payment of mutually agreeable fees and compensation to
Altiris. Any such fees and compensation for the development of the Customized
Licensed Software shall be agreed to in writing by the Parties.

         (d) [*]

Section 3. Licenses and Rights.


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     3.1. Internal Use License - Altiris eXpress and PC Transplant Pro. Subject
to the terms and conditions of this Agreement and Compaq's compliance therewith,
Compaq is authorized and licensed to use copies of Altiris eXpress and PC
Transplant Pro for Compaq's internal use only on computers within the possession
and use of Compaq employees (the "Internal Use License").

     3.2. Bundling License - Distributable Programs. Subject to the terms and
conditions of this Agreement and Compaq's compliance therewith, Compaq is
authorized and licensed to bundle or pre-install copies of PC Transplant, the
Distributable Client Agent and/or Distributable Altiris eXpress with or on
Compaq PCs and to distribute copies of such bundled or pre-installed PC
Transplant, Distributable Client Agent and/or Distributable Altiris eXpress with
Compaq PCs to customers (the "Bundling License"). Copies of the PC Transplant,
Distributable Client Agent and Distributable Altiris eXpress may also be
distributed by Compaq under the Distribution License of Section 3.3 which does
not require bundling or pre-installation.

     3.3. Distribution License - Distributable Programs. Subject to the terms
and conditions of this Agreement and Compaq's compliance therewith, Compaq is
authorized and licensed to distribute copies of PC Transplant, the Distributable
Client Agent, and the Distributable Altiris eXpress to others (the "Distribution
License"). Such distribution may include (i) distribution through Compaq's web
site by making copies of the Distributable Programs available for downloading by
customers, and (ii) distribution of copies on CD ROMs, diskettes and/or other
media to such customers. Distribution of copies to customers may be direct or
may be indirect through Compaq's distributors and resellers.

     3.4. Licenses. The Internal Use License, the Bundling License and the
Distribution License are referred to herein as the "Licenses." The Licenses are
non-exclusive (subject to Section 3.9), nontransferable (except as provided in
Section 15.8 and Section 15.9) and world-wide. Rights not expressly granted to
Compaq are reserved by Altiris.

     3.5. Copying. The Internal Use License includes authorization for Compaq to
make copies of Altiris eXpress and PC Transplant Pro, provided that any such
copy: (i) is created as an essential step in the utilization by Compaq of
Altiris eXpress and/or PC Transplant Pro in accordance with Section 3.1 and
Section 3.12, and is used by Compaq in no other manner, or (ii) is only for
archival purposes to back-up licensed use of Altiris eXpress and PC Transplant
Pro. The Bundling License and Distribution License include authorization to make
copies of the Distributable Programs as reasonably needed for the exercise of
such Licenses by Compaq and for reasonable archival or back-up purposes. All
trademark, copyright and proprietary rights notices must be faithfully
reproduced and included by Compaq on copies made by Compaq. Compaq may not make
any other copies of the Licensed Software.

     3.6. End-User Software Licenses. To use a Distributable Program, each user
must first accept Altiris' then-current end-user license agreement for the
Distributable Program. A copy of each applicable end-user license agreement will
be included by Compaq with each distribution of a copy of a Distributable
Program. Altiris shall provide a master copy, attached as Exhibit E, of each
such end-user license agreement to Compaq within thirty (30) days of the
Effective Date of this Agreement. If a new form of end-user license agreement is
adopted by Altiris, a copy of such new


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form will be provided to Compaq as a replacement. Use of a Distributable Program
will be governed by the end-user license agreement. In a similar manner, Resale
Products require the user's acceptance of, and are governed by, the applicable
end-user license agreement.

     3.7. Upgrade to PC Transplant Pro. Compaq can offer to customers to whom PC
Transplant is licensed an upgrade to PC Transplant Pro by purchasing the PC
Transplant Pro Upgrade and reselling it to such customers. The offer may appear
on a mutually agreeable screen display created by PC Transplant or an associated
program. Compaq will not unreasonably refuse to agree to screen displays
requested by Altiris. The PC Transplant Pro Upgrade is a Resale Product which
will be available to Compaq pursuant to Section 4 for distribution to customers.

     3.8. [*]

     3.9. [*]

     3.10. Licensed, Not Sold. The software and intellectual property in
Distributable Programs and Resale Products are not sold, but are licensed
pursuant to the end-user license agreements provided by Altiris with or for the
Distributable Programs and Resale Products. In this Agreement, any reference to
the purchase, sale or resale of a Distributable Program or Resale Product or to
purchase, sell or resell a Distributable Program or Resale Product means, with
respect to the software and intellectual property in such Distributable Program
or Resale Product, a purchase, sale or resale of the license or to purchase,
sell or resell the license.

     3.11. Compaq Source License. This license is intended to provide the Compaq
Technology with no support required by Compaq except as provided in this
Agreement. The Compaq Technology is licensed to Altiris "AS-IS" and COMPAQ MAKES
AND ALTIRIS RECEIVES NO WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE, AND COMPAQ SPECIFICALLY DISCLAIMS ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR
PURPOSE.

         (a) Modification License. Subject to the terms and conditions of this
             --------------------
Agreement, Compaq hereby grants to Altiris, under all of Compaq's intellectual
property rights in and to the Compaq Technology, a non-exclusive (unless
otherwise provided for herein), perpetual, non-transferable right and license,
with the right to sublicense, (i) to use the source code for the Compaq
Technology for the purpose of modifying the Compaq Technology and (ii) to
develop and prepare Derivative Works from the source code for the Compaq
Technology to the extent the development and preparation of Derivative Works is
required as a part of the modification process.

         (b) Object Code Reproduction License. Subject to the terms and
             --------------------------------
conditions of this Agreement, Compaq hereby grants to Altiris, under all of
Compaq's intellectual property rights in


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and to the Compaq Technology, a non-exclusive (unless otherwise provided
herein), non-transferable right and license to reproduce, the Compaq Technology
and/or Derivative Works in Object Code format only, along with the required
source code libraries. Altiris shall make no use of any copies of the Compaq
Technology and/or Derivative Works reproduced pursuant to this Section 3.11.2
except as provided by the distribution license set forth in Section 3.11.3
below.

         (c) Distribution License. Subject to the terms and conditions of this
             --------------------
Agreement, Compaq hereby grants to Altiris, under all of Compaq's intellectual
property rights in and to the Compaq Technology, a worldwide, non-exclusive,
non-transferable (unless otherwise provided for herein) right and license to
distribute copies, of the Compaq Technology and/or Derivative Works in Object
Code format only and to authorize or license others to use the same.

         (d) Sublicensing of Compaq Technology by Altiris. Limitations are
             --------------------------------------------
governed under Section 3.9 of this Agreement.

     3.12. Service Use License - PC Transplant Pro. Subject to the terms and
conditions of this Agreement and Compaq's compliance therewith, Compaq is
authorized and licensed to use copies of PC Transplant Pro through their
services organization when providing customer services for PCs not owned and
controlled by Compaq. No end-user license is inferred and shall not be granted,
and PC Transplant Pro shall not be left with any end-user, or at any end-user
site in any form. No Service Use License may be transferred by Compaq to any
reseller, distributor, or authorized Compaq service provider. Such licensing, if
any, shall require a separate license agreement and payments.

Section 4. Sale and Distribution of Resale Products

     4.1. Sale and Distribution. Compaq or its designated agent may purchase
Resale Products for sale and distribution to customers. The details and
logistics of placing and fulfilling orders for resale, or internal use, payment
on account, and issuance of refunds and credits, will be outlined in Exhibit F
which shall be completed and amended to this Agreement within 30 days of the
effective date of this Agreement.

Section 5. Compaq Responsibilities

     5.1. [*]

     5.2. Availability through Compaq Web Site. Compaq shall use commercially
reasonable efforts to make Distributable Programs available to customers through
Compaq's Web site for use on all Compaq desktop PCs shipped after the date of
this Agreement that include or are supported by Insite Manager Client Agents.
Compaq will package Distributable Programs consistent with its other desktop
management products. Compaq may, but is in no way obligated to, make


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Distributable Programs available to customers through Compaq's Web site for
other platforms. Except as provided in section 6.3, Altiris makes no guarantee
and has no obligation to provide and support or maintain the Distributable
Programs.

     5.3. Desktop Management Web Site. Consistent with its other desktop
management products, Compaq will feature the Distributable Programs as part of
Compaq's desktop management Web site and collateral.

     5.4. Promotion. Compaq will place the Resale Products on Compaq's
commercial product price lists and will promote and sell Resale Products in a
manner consistent with other software products available for manageable desktops
and Altiris' licensing and distribution practices.

     5.5. Testimonials. Compaq shall use commercially reasonable efforts to
provide favorable, but accurate, testimonials for appropriate use by Altiris
based on Compaq's internal usage of PC Transplant Pro and Altiris eXpress.

     5.6. Development Assistance. Compaq will provide source code, algorithms,
information and other assistance ("Compaq Technology") as reasonably needed or
requested by Altiris to facilitate the detection of Compaq PCs. Altiris may
utilize these in the development of the Distributable Programs and other
development, enhancements and customizations under Section 2 above. Compaq may
update the detection methods from time to time to support new products and will
inform Altiris thereof so that Altiris can update the programs.

     5.7. Transition to Updates. Compaq will use commercially reasonable efforts
to transition to the latest versions of the Licensed Software (see Section 8.3)
for distribution, pre-installation and other purposes of this Agreement. Compaq
will use the same criteria for determining the transition to a new version of
the Licensed Software that it applies to Compaq developed products.

     5.8. Hardware Pool. Compaq will provide the necessary hardware
configurations ("Hardware Pool") needed to ensure compatibility of its Compaq PC
platforms with PC Transplant Pro and Distributable Client Agent. The Hardware
Pool will be maintained at Altiris' site and will be managed and tracked by
Altiris. The Hardware Pool will be adequate to represent the entire Compaq PC
commercial product line, but will minimize the amount of configurations that
need to be maintained. All required Compaq PC platforms and configurations will
be provided by Compaq to Altiris for the Hardware Pool.

     5.9. Regression Testing. Compaq will be responsible for regression testing
of any new Compaq PC introduced with the then-current Altiris software products,
i.e., PC Transplant, PC Transplant Pro, Altiris eXpress, Distributable Client
Agent and Distributable Altiris eXpress.

     5.10. Other Obligations of Compaq. The obligations of Compaq further
include the following:


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              (a) Defects and Complaints. Compaq shall inform Altiris of any
     Licensed Software defects or customer complaints which come to the
     attention of Compaq.

              (b) Cooperation. If Altiris desires to distribute replacements,
     maintenance fixes or work-around solutions to Compaq and/or its customers,
     Compaq shall provide cooperation and assistance reasonably requested by
     Altiris.

              (c) Warranties. Compaq is not authorized by Altiris to make any
     guarantees or warranties concerning any Licensed Software. Compaq is
     responsible for all warranties, representations and promises made by Compaq
     to customers. Altiris has no responsibility or obligation with respect
     thereto.

              (d) Compliance with Laws. Compaq shall comply with the laws of all
     relevant jurisdictions in or to which Compaq directly or indirectly
     distributes or uses any Licensed Software. Compaq will obtain all necessary
     licenses, permits and authorizations from the relevant governmental
     authorities for the distribution and use of Licensed Software as
     contemplated in this Agreement.

              (e) Notices. Compaq shall include on all copies of the
     Distributable Programs and Resale Products distributed by Compaq such
     copyright, trademark, and proprietary rights notices as Altiris may
     reasonably request. At a minimum, Compaq shall include on such copies a
     notice substantially similar to the following:

          "Any software ("Software") that is made available to download is the
          copyrighted work of Compaq and/or it suppliers. Use of this Software
          is governed by the terms of the end-user license agreement which
          accompanies or is included with the Software.

     Where practical, Compaq shall include on such copies the following:
          "Copyright(C)Year Altiris, Inc.
          All Rights Reserved"

     The "Year" is the year of publication under applicable copyright law.

Section 6. Altiris Responsibilities

     6.1. Development. Altiris will develop versions of PC Transplant, PC
Transplant Pro, the Client Agent and Distributable Altiris eXpress which meet
the requirements of the attached PRDs (or Exhibit A in the case of PC Transplant
Pro) in accordance with Section 2 above.

     6.2. Altiris eXpress Backward Compatibility. New versions of Altiris
eXpress will be tested and modified as necessary for compatibility with the
Distributable Client Agent versions released within the previous eighteen (18)
months.


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     6.3. Updating Distributable Client Agent and PC Transplant. Altiris agrees
to incorporate new hardware detection algorithms in the Distributable Client
Agent and PC Transplant upon request from Compaq to enable compatibility with
additional Compaq PC systems. Altiris will make a good faith effort to provide
these Updates in conjunction with Compaq PC product schedules, but compliance
with such schedules is not guaranteed and Altiris is not obligated to update the
Distributable Client Agent and PC Transplant more than once per quarter. If
product schedules require additional quarterly updates, Compaq will notify
Altiris and the project managers will develop a mutually agreeable solution.

     6.4. Additional Translated Interfaces and Testing and Support. As mutually
agreed in writing, Altiris will develop, deliver and support additional
translated user interfaces for Licensed Software and/or test and support
operation of Licensed Software in additional Windows operating environments.
Compaq will pay Altiris' reasonable and customary costs associated with this
effort. Altiris agrees that such payments for the development of a translated
user interface will be considered pre-paid fees which Compaq may apply as a
credit only against the purchase of that translated language version of the
Resale Product. Unused credits are not refundable.

     6.5. Hardware Compatibility. Altiris will test major new Updates under
Section 8.3 on the Hardware Pool configurations provided by Compaq for
compatibility with such configurations.

     6.6. Ongoing Roadmap Development and Testing. During the term of this
agreement, Altiris will consult with Compaq on an ongoing basis with respect to
planned enhancements, updates, bug fixes, and schedules for the Licensed
Software. Altiris will provide Compaq with beta releases of the Licensed
Software thirty (30) days prior to the general commercial release of any of the
Licensed Software for Compaq to evaluate and test for general product readiness,
and to ensure compatibility with the new hardware platforms under development by
Compaq. Altiris and Compaq will consult on their test results and the readiness
of the Licensed Software prior to commercial distribution. It is understood,
however, that the Licensed Software represents products of Altiris and Altiris
shall make all final decisions about Licensed Software.

Section 7. Joint Responsibilities

     7.1. Joint Press Release. The Parties shall issue a press release
announcing this Agreement and the availability of the Distributable Programs and
Resale Products from Compaq. The content of the press release shall be as
mutually agreed by the Parties.

     7.2. [*]

     7.3. User Registration Data. The Parties shall collect and share user
registration data (to the extent it is known and either party has the right to
disseminate) collected via joint sales and marketing activities.


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     7.4. Web Sites for and Disclosure of User Data. The Parties will design and
develop Web sites suitably linked to collect user registration data for all
downloadable Distributable Programs while preserving the integrity of their
respective brands. User data (to the extent it is known to Compaq and Compaq has
rights to disseminate) acquired in connection with the distribution of
Distributable Programs through web sites or otherwise will be disclosed to
Altiris.

Section 8. Upgrade Protection, Support and Training

     8.1. Upgrade Protection for Internal and Service Use of PC Transplant Pro.
Upon Compaq's timely payment of applicable annual fees, as noted in Section 9.4
of this Agreement, Altiris shall provide Upgrade Protection to Compaq for PC
Transplant Pro on an annual basis. Upgrade Protection entitles Compaq to receive
all maintenance fixes and work-around solutions for, and new versions, releases
and updates of, PC Transplant Pro released by Altiris for general distribution
to its licensees. All such maintenance fixes and new versions, releases and
updates provided to Compaq shall become part of PC Transplant Pro licensed to
Compaq under the Internal Use License. The first year of Upgrade Protection for
PC Transplant Pro will begin on the date that a copy of PC Transplant Pro is
delivered to Compaq for the Internal Use License. Upgrade Protection for PC
Transplant Pro will continue after the first year on a year-to-year basis.
Compaq may discontinue such Upgrade Protection by written notice to Altiris at
any time. If Compaq discontinues such Upgrade Protection, Compaq may reinstate
Upgrade Protection only if it pays the reinstatement fee to Altiris. The annual
fee and reinstatement fee for this Upgrade Protection are set forth in Section
9.4.

     8.2. Upgrade Protection for Internal Use of Altiris eXpress. Upon Compaq's
timely payment of applicable annual fees as specified in Section 9.5 of this
Agreement, Altiris shall provide Upgrade Protection to Compaq for Altiris
eXpress on an annual basis. Upgrade Protection entitles Compaq to receive all
maintenance fixes and work-around solutions for, and new versions, releases and
updates of, Altiris eXpress released by Altiris for general distribution to its
licensees. All such maintenance fixes and new versions, releases and updates
provided to Compaq shall become part of Altiris eXpress licensed to Compaq under
the Internal Use License. The first year of Upgrade Protection for Altiris
eXpress will begin on the date that a copy of Altiris eXpress is delivered to
Compaq for the Internal Use License. Upgrade Protection for Altiris eXpress will
continue after the first year on a year-to-year basis. Compaq may discontinue
such Upgrade Protection by written notice to Altiris at any time. If Compaq
discontinues such Upgrade Protection, Compaq may reinstate Upgrade Protection
only if it pays the reinstatement fee to Altiris.

     8.3. Updates to Distributable Programs. To the extent that it is
reasonable, Altiris shall implement in the Distributable Programs the
maintenance fixes and new versions, releases and updates of Sections 8.1 and 8.2
("Updates" and "Updated PC Transplant, Updated Client Agent, and Updated
Distributable Altiris eXpress"). This does not require Altiris to add new
features or functionality to the Distributable Programs. The Updates shall be
governed by this Agreement as PC Transplant, the Distributable Client Agent and
the Distributable Altiris eXpress respectively.

     8.4. Support.


                                                                            -12-

<PAGE>

         (a) Support Levels.

     "Level 1 Support" shall mean the support mechanism, including a call
center, that receives calls from customers relating to Licensed Software. Issues
related to availability, supported products, known issues, and common usage are
resolved at this level.

     "Level 2 Support" shall mean the technical troubleshooting and resolution
of more complex issues that require a higher level of support or focused support
for difficult or sensitive issues.

     "Level 3 Support" shall mean engineering level support from the programmers
who maintain or develop the Licensed Software or from other technical personnel
having knowledge and expertise concerning the Licensed Software. This support
happens outside the call center, although the call center will continue to track
customer cases to resolution.

         (b) Training of Compaq Support Personnel. Compaq will train its support
personnel on the Licensed Software so that they can provide Level 1 and Level 2
Support to customers.

         (c) Level 1 Support of Customers. Compaq will provide Level 1 support,
and act as the primary point of contact, for all customer issues reported with
respect to the Licensed Software distributed by Compaq to customers. When
problems relating to Resale Products require escalation to Altiris, Compaq will
act as the primary customer contact until the problem is closed.

         (d) Level 2 Support for Compaq PCs. Compaq will provide Level 2 support
to customers for the Licensed Software when used on Compaq PCs.

         (e) Level 2 Support for Non-Compaq PCs. Compaq will provide Level 2
support for the Licensed Software provided by Compaq to its customers when used
on non-Compaq PCs until or unless it is determined that the problem cannot be
duplicated on Compaq PCs, or if the problems require product specific knowledge
of non-Compaq PC systems. In such cases, Altiris will provide Level 2 support,
but only for Resale Products.

         (f) Level 3 Support by Altiris. Altiris will provide Level 3 support to
Compaq for the Licensed Software as a back-up to the Level 1 and Level 2 Support
provided by Compaq to customers.

         (g) Case Ages. Altiris will use commercially reasonable efforts to
resolve escalated issues (i.e., issues escalated to Level 3 Support under (f)
above) as soon as reasonably possible. Compaq will track and age case histories,
and cases which have exceeded sixty (60) days will be reviewed quarterly.
Altiris agrees to use commercially reasonable efforts to exceed the following
objectives for average case ages.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
       < = 5 Days        < = 30 Days        < = 60 Days         < = 90 Days        < = 120 Days
------------------------------------------------------------------------------------------------------
<S>                      <C>                <C>                 <C>                <C>
           35%                75%                85%                 90%                 95%
------------------------------------------------------------------------------------------------------

</TABLE>


                                                                            -13-

<PAGE>

         (h) Response. Altiris will identify a primary and backup point of
contact for case escalation, to be accessible on a 7x24 basis for telephone
consultation for Level 3 support. In the case of serious Licensed Software
problems that escalate to Level 3, an Altiris engineer or programmer will be
assigned to the problem and will begin work within one business day of initial
contact. The engineer or programmer will formulate an action plan identifying
any information needed to reproduce or otherwise investigate the problem, and
plans for applying resources to pursue resolution.

         (i) Customer Advisories. After consultation with Altiris, Compaq may,
at its discretion, issue service and customer advisories which identify
potential customer issues and Compaq's recommended course of action.

     8.5. Training. Altiris will provide training relating to the Licensed
Software to Compaq personnel designated by Compaq at the following locations:

          Location 1: a site selected by Compaq in North America

          Location 2: a site selected by Compaq which may be outside the United
          States

     The time required for such training at each location will not to exceed
travel time plus 2 days. The dates and content of training will be determined by
the Project Managers. There shall be no additional charge for this training. Any
repeat or additional training shall be as mutually agreed, and Compaq shall pay
Altiris mutually agreed upon fees plus expenses.

Section 9. Payments

     9.1. Initial License Fee. Compaq shall pay to Altiris a non-refundable
Initial License Fee of $[*] as follows:

          (a) $[*] payable within [*] days of execution of this Agreement.

          (b) $[*] payable upon acceptance of PC Transplant under Section 2.2.

     The Initial License Fee is payment for the Internal Use License for PC
Transplant Pro, the Bundling License and Distribution License for the
Distributable Programs, and the Service Use License - PC Transplant Pro.

     9.2. Advance. Compaq shall pay to Altiris a non-refundable Advance of $[*]
as follows:

          (a) $[*] payable within [*] days of execution of this Agreement.


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                                                                            -14-


<PAGE>

         (b) $[*] payable upon acceptance of the Distributable Client Agent and
the Distributable Altiris eXpress under Section 2.2.

     The Advance shall be credited against payments owed by Compaq to Altiris
under Section 9.7 for Resale Products.

     9.3. This section left blank to preserve subsequent section numbering.

     9.4. Upgrade Protection Fees for Internal Use - PC Transplant Pro. The
Annual Fee for Upgrade Protection for PC Transplant Pro under Section 8.1 shall
be $[*] for the first year and $[*] per year for each subsequent year. The
Annual Fee is payable in advance of the year for which payment is made. To
resume Upgrade Protection after it is discontinued, Compaq must pay to Altiris,
in addition to the Annual Fee, a Reinstatement Fee equal to the sum of Annual
Fees for unpaid years during the period that Upgrade Protection was
discontinued.

     9.5. License Fees for Internal Use - Altiris eXpress. The Annual Fee for
internal use of Altiris eXpress under Section 8.2 shall be $[*]/node. The Annual
Fee is payable in advance of the year for which payment is made.

     9.6. No Charge. Compaq will not charge customers for any Distributable
Programs distributed under the Bundling License or Distribution License. Compaq
can use at no cost copies of the Resale Products for demos, training, customer
support, and other promotional activities.

     9.7. [*]

     9.8. Resale Prices. Compaq will establish the prices at which it resells
Resale Products.

     9.9. This section left blank to preserve subsequent section numbering.

     9.10. Taxes. Compaq shall pay any sales, use, excise or other taxes, and
any duties, tariffs, fees, and other government assessments that may be imposed
by or payable to any U.S., state, provincial, local, or foreign authority or
agency upon or relating to this Agreement or any of the licensing, distribution,
sales, payments or other transactions contemplated herein. Compaq may pass these
costs on to customers and collect them from customers.

     9.11. [*]

     9.12. [*]

     9.13. [*]

Section 10. Intellectual Property and Protection of Licensed Software


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* This provision is the subject of a Confidential Treatment Request.

                                                                            -15-

<PAGE>

     10.1. Ownership. Neither Party (the "first Party") assigns or transfers to
the other Party any ownership interest in or to the intellectual property or
proprietary information of the first Party. Ownership of, and title to, the
Licensed Software and all copies thereof (including copies provided pursuant to
this Agreement) are held by Altiris (and its licensors, if any, with respect to
their copyrights and intellectual property in any applicable portions of the
Licensed Software).

     10.2. Information and Data. Unless otherwise provided in this Agreement or
agreed to in writing by the Parties, all information and data, regardless of
form, generated by a Party (the "first Party") in the performance of, or
delivered under, this Agreement, as well as any information provided to the
other Party by the first Party, shall be the sole property of the first Party.
The other Party shall keep the first Party's information and data in confidence
and not disclose or use such information or data for any purpose other than in
performing this Agreement, except with the first Party's prior written approval.

     10.3. Source Code. [*] Altiris will provide updated versions of the source
code for the Licensed Software to reflect the then current shipping versions of
each. Upon termination or expiration of this Agreement, the source code will be
returned to Altiris. Compaq will use the source code only as reasonably needed
for support of customers. Compaq will limit access to the source code to
Compaq's employees who have a need to use the source code for such support
purposes. Compaq shall keep the source code confidential and will not disclose
or transfer it to any third party. Compaq will not copy the source code. Compaq
will keep the source code in secure storage and safekeeping. The project
managers will devise a check out and return procedure for the source code.
Compaq will ensure that the source code does not leave the offices or facilities
of Compaq until it is returned to Altiris. This Section 10.3 is in addition to
and is not limited or affected by Section 11 below.

     10.4. Protection of Licensed Software. Compaq shall not: (i) disassemble,
decompile or otherwise reverse engineer the Licensed Software or attempt to
recreate source code from Licensed Software, or (ii) create derivative works
based upon the Licensed Software, or (iii) translate or modify the Licensed
Software, or (iv) allow others to copy, access or use the Licensed Software, or
(v) transfer or disclose the Licensed Software to others, except as permitted by
this Agreement.

Section 11. Confidentiality

     11.1. Confidential Information. By virtue of this Agreement, each Party
hereto may disclose to the other Party information that is Confidential
Information. "Confidential Information" means technology, data, plans, and other
information disclosed by one Party (the "disclosing Party") to the other Party
(the "receiving Party"), subject to the exclusions of Section 11.3 below. Such
Confidential Information shall be governed by the terms of this Section 11.


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* This provision is the subject of a Confidential Treatment Request.


                                                                            -16-

<PAGE>

     11.2. Confidentiality. Each Party agrees, for the term of this Agreement
and five (5) years after its expiration or termination, to hold the other
Party's Confidential Information in confidence, not to disclose such
Confidential Information to third parties not authorized by the disclosing Party
to receive such Confidential Information, and to disclose such Confidential
Information only to its employees and contractors with a need to know such
Confidential Information and who have the obligations of confidentiality not to
use or disclose such Confidential Information for any purpose except as
expressly permitted hereunder. Each Party agrees to take reasonable steps using
at least the same degree of care that it uses to protect its own Confidential
Information, but no less than reasonable care, to protect the other Party's
Confidential Information to ensure that such Confidential Information is not
disclosed, distributed or used in violation of the provisions of this Agreement.
The foregoing prohibition on disclosure of Confidential Information shall not
apply to the extent certain Confidential Information is required to be disclosed
by the receiving Party as a matter of law or by order of a court, provided that
the receiving Party uses reasonable efforts to provide the disclosing Party with
prior notice of such obligation to disclose and reasonably assists in obtaining
a protective order therefore.

     11.3. Exclusions. Confidential Information shall not include any
information which (i) was publicly known and made generally available in the
public domain prior to the time of disclosure by the disclosing Party; (ii)
becomes publicly known and made generally available after disclosure by the
disclosing Party to the receiving Party through no fault of the receiving Party;
(iii) is already in the possession of the receiving Party at the time of
disclosure by discloser as shown by receiving Party's files and records
immediately prior to the time of disclosure; (iv) is obtained by the receiving
Party from a third party without a breach of such third party's obligations of
confidentiality, provided that the receiving Party complies with any and all
restrictions imposed by such third party; (v) is independently developed by
either Party by persons who had no access to the Confidential Information, as
shown by documents and other competent evidence in the Party's possession.
Confidential Information which subsequent to disclosure to the receiving Party
becomes subject to (ii), (iv) or (v), shall be Confidential Information until
such time as (ii), (iv) or (v) becomes applicable to it.

     11.4. Return of Confidential Information. Within fifteen (15) days after
the receiving Party's receipt of the disclosing Party's written request for the
return of Confidential Information, or the termination or expiration of this
Agreement, all of the disclosing Party's Confidential Information and all copies
thereof in the receiving Party's possession or control shall be returned to the
disclosing Party or destroyed by the receiving Party at the disclosing Party's
instruction. The receiving Party shall then certify the same in writing and that
no copies have been retained by the receiving Party or its employees or agents.

     11.5. Independent Development. Nothing in this Section 11 shall limit
either Party's right to independently develop information, materials,
technology, or other products or services for itself or for others which may
compete with the other Party or which may be similar to the Confidential
Information of the other Party, as the case may be, provided that in so doing no
unauthorized disclosures or uses of the other Party's Confidential Information
are made and none of the other Party's intellectual property is infringed.


                                                                            -17-


<PAGE>

     11.6. Similar Services. Subject to the restrictions in this Section 11 and
Section 3 of this Agreement, and Altiris' compliance with the confidentiality
provisions stated herein, nothing in this Agreement shall restrict or limit
Altiris from performing the same or similar services for any other entity in any
industry, including the computer, software, semiconductor and electronics
industries. Compaq agrees that, except as otherwise agreed in this Agreement,
Altiris and its employees may provide services similar in nature to the services
under this Agreement for any third parties both during and after the term of
this Agreement.

     11.7. Injunctive Relief. Each Party acknowledges that unauthorized
disclosure or use of the disclosing Party's Confidential Information may cause
irreparable harm to the disclosing Party for which recovery of money damages may
be inadequate, and the disclosing Party shall therefore be entitled to seek
timely injunctive relief to protect its rights under this Agreement, in addition
to any and all remedies available at law. This shall also apply to any breach of
Section 10.3.

Section 12. Warranties, Disclaimers, Indemnification and Limitation on Liability

     12.1. Warranties by Altiris. Altiris warrants to Compaq:

          (a) Infringement. To the best of Altiris' knowledge, the Licensed
Software as delivered to Compaq will not infringe any copyright, patent,
trademark, trade secret, mask work, or other proprietary right held by any third
party. Compaq's exclusive remedy and Altiris' entire liability for any breach of
this warranty shall be the remedies specified in Section 12 of this Agreement.

          (b) Conformance to PRDs. The Distributable Programs will conform in
all material respects to their applicable PRDs in Exhibits B, C and D. Altiris
shall have no liability for any claims arising out of: (i) Compaq's use of other
than a current unaltered release of the Distributable Programs or other Licensed
Software; (ii) Compaq's use of Distributable Programs or other Licensed Software
modified by or merged with any other programs by Compaq or others without the
approval of Altiris; (iii) Compaq's use of the Deliverables or other Licensed
Software in combination with any other software not approved by Altiris; or (iv)
Compaq's use of the Deliverables or other Software in conjunction with equipment
other than equipment designated by Altiris. For any breach of this warranty,
Compaq's exclusive remedy, and Altiris' entire liability, shall be correction of
the non-conformance with the applicable PRD in accordance with Section 2.2. This
warranty shall be deemed satisfied upon acceptance by Compaq under Section 2.2.

          (c) Free to Enter Into Agreement. Altiris is free to enter into this
Agreement, and it has full legal power and authority to enter into this
Agreement.

          (d) Year 2000 Warranty. If and to the extent that any Licensed
Software is designed to process, store and/or display date data, such Licensed
Software shall, without altering or diminishing the Licensed Software's other
functionality, process, store and/or display such data, as applicable, without
error caused by changes in day, week, month, year, decade, century or millennium
according to the Gregorian calendar. Compaq's exclusive remedy, and Altiris'
entire liability, for any breach of this warranty shall be Altiris' repair,
modification or replacement, in a


                                                                            -18-

<PAGE>

timely manner, at its discretion, without charge, any such Licensed Software
which does not conform to this Year 2000 Warranty, provided that (i) notice of
any claim under this Year 2000 Warranty is given promptly to Altiris following
discovery of any such condition and in no event later than December 31, 2000;
(ii) such Licensed Software is returned promptly to Altiris in accordance with
Altiris' instructions; (iii) such Licensed Software shall have been properly
installed and operated in accordance with Altiris' written instructions; and
(iv) such Deliverable shall not have been altered or repaired, nor shall any
alteration or repair have been attempted, by other than Altiris.

     12.2. Disclaimers. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO
THE CONTRARY, NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTY OF MRCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NONINFRINGEMENT ARE MADE BY ALTIRIS AND THE FOREGOING EXPRESS
WARRANTIES SHALL CONSTITUTE COMPAQ'S SOLE RIGHT AND REMEDY IN REGARD TO ANY
CLAIM RELATED TO WARRANTIES. IN NO EVENT SHALL ALTIRIS BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR BUSINESS INTERRUPTION)
ARISING OUT OF THE USE OF OR INABILITY TO USE ANY LICENSED SOFTWARE, EQUIPMENT
OR OTHER SOFTWARE, EVEN IF ALTIRIS HAS BEEN ADVISED OF THE POSSIBILITY OR
CERTAINTY OF SUCH DAMAGES. ALTIRIS DOES NOT ACCEPT ANY RESPONSIBILITY AND SHALL
NOT BE LIABLE FOR ANY COMPAQ OR CUSTOMER DECISIONS WHICH MAY BE MADE IN
CONNECTION WITH THE USE OF ANY LICENSED SOFTWARE.

     12.3. Infringement Indemnity.

          (a) Indemnity. Altiris shall defend or settle at Altiris' expense any
claim ("Claim") brought against Compaq that the Licensed Software infringes
because it impermissibly contains third party trade secrets or copyrighted
materials or that Compaq's use or distribution to its customers of any Licensed
Software, as permitted hereunder, infringes any patent. Altiris' indemnification
obligations set forth above in this Section are subject to the conditions that
Compaq: (i) gives prompt written notice of the Claim to Altiris, (ii) gives
Altiris the exclusive authority to control and direct the defense and settlement
of such Claim, with counsel reasonably satisfactory to Compaq and (iii) gives
Altiris at Compaq's own expense (except for out-of-pocket expenses incurred in
complying with Altiris' requests), all necessary information and reasonable
assistance with respect to such Claim. Altiris shall pay all amounts paid in
settlement and all damages and costs awarded to the third party with respect to
such Claim, subject to Sections 12.2 and 12.4. Altiris will not be liable for
any other damages of Compaq or for any costs or expenses incurred without
Altiris' prior written authorization.

          (b) Replacement Software. If any particular Licensed Software is
subject to a Claim, or Altiris reasonably believes that the Licensed Software
may become subject to a Claim, then Altiris may, at its sole option and expense
do one of the following: (i) obtain an appropriate license to allow Compaq to
continue using the Licensed Software in question in accordance with this


                                                                            -19-

<PAGE>

Agreement; (ii) replace such Licensed Software with non-infringing software of
substantially equivalent or better functions and efficiency; or (iii) if Altiris
in its sole discretion believes that either of the foregoing options is not
commercially practical, terminate Compaq's right to use such Licensed Software,
in which case Altiris shall refund the amount Compaq previously paid to Altiris
for the use by Compaq of such Licensed Software including any prepaid Upgrade
Protection fees, less a portion thereof to account for the period of use. The
portion shall be a pro-rated portion based on a five-year useful life. For
example, if the period of use is two years, then the portion not refunded shall
equal 40%.

          (c) Limit on Indemnity. The foregoing notwithstanding, Altiris shall
have no liability or obligation for a Claim to the extent it is based on (i) the
use by Compaq of any Licensed Software after Altiris has provided Compaq a
replacement as specified in Section 12.3(b) above; (ii) the combination of any
Licensed Software with other software, equipment, materials or products not
provided by Altiris, (iii) unrelated intellectual property infringement, arising
from Compaq's distribution of products, (iv) the modification of any of the
Licensed Software by anyone other than Altiris, or (v) the use of the Licensed
Software in a process or manner not contemplated by Altiris' end-user
documentation or publications for the Licensed Software, or (vi) the laws of any
country or jurisdiction other than the United States of America or its states.

     12.4. Limitations of Liability. EXCEPT FOR ALTIRIS' OBLIGATION TO INDEMNIFY
COMPAQ PURSUANT TO SECTION 12.3, THE LIABILITY OF ALTIRIS AND OF ALTIRIS'
OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, TAKEN AS A WHOLE, WHETHER IN TORT,
CONTRACT OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT
LIABILITY OR PRODUCT LIABILITY OF ALTIRIS OR OF ITS OFFICERS, DIRECTORS,
EMPLOYEES, OR AGENTS OR FAILURE OF ESSENTIAL PURPOSE, WITH REGARD TO THIS
AGREEMENT AND/OR ANY LICENSED SOFTWARE, DOCUMENTATION, SERVICES OR OTHER ITEMS
FURNISHED UNDER THIS AGREEMENT, SHALL IN NO EVENT EXCEED THE COMPENSATION PAID
BY COMPAQ TO ALTIRIS UNDER THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY, ITS OFFICERS,
DIRECTORS, EMPLOYEES, AND AGENTS BE LIABLE FOR ANY CLAIM FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, COVER OR ANY LOSS OF DATA, PROFIT,
REVENUE OR USE UNDER ANY THEORY OF LAW OR FOR ANY CAUSE OF ACTION. HOWEVER, THIS
SHALL NOT APPLY TO OR LIMIT ANY CLAIMS OR REMEDIES FOR THE INFRINGEMENT OR
MISAPPROPRIATION OF ALTIRIS' INTELLECTUAL PROPERTY OR THE UNLICENSED COPYING OR
DISTRIBUTION OF ANY LICENSED SOFTWARE.

Section 13. Term and Termination

     13.1. Initial Term and Expiration. The initial term of this Agreement shall
be two years beginning on the Effective Date of this Agreement. After the
initial term, this Agreement shall automatically continue until terminated by
either of the parties through one of the provisions below.

     13.2. Termination.


                                                                            -20-


<PAGE>

          (a) Without Cause. After the initial term, Compaq may terminate this
Agreement without cause by providing 6 months written notice to Altiris.
However, as it relates to any PRD currently in effect, Compaq shall pay Altiris
any unpaid amounts for that PRD and for any and all costs and expenses through
the date of termination. After the initial term, Altiris may terminate this
Agreement by providing 12 months' written notice to Compaq.

          (b) For Cause. Either Party may terminate this Agreement for the
material breach of the other Party, which breach has remained uncured for a
period of thirty (30) days from the date of written notice of the breach.

          (c) Additional Causes. Either Party may terminate and cancel this
Agreement immediately by written notice to the other Party if:

              (i)    The other Party ceases to carry on its business without a
                     successor pursuant to Section 15.8; or

              (ii)   A receiver or similar officer is appointed for the other
                     Party and is not discharged within thirty (30) days; or

              (iii)  The other Party becomes insolvent, admits in writing its
                     inability to pay debts as they mature, is adjudicated
                     bankrupt, or makes an assignment for the benefit of its
                     creditors or another arrangement of similar import; or

              (iv)   Proceedings under bankruptcy or insolvency laws are
                     commenced by or against the other and are not dismissed
                     within ninety (90) days; or

              (v)    [*]

              (vi)   Compaq has not accepted either the Distributable Programs,
                     as specified in Section 2.2 of this Agreement; or PC
                     Transplant Pro and Altiris eXpress as specified in Section
                     2.4 of this Agreement, prior to February 15, 2000. Such
                     date may be extended by the written agreement of the
                     Parties. For a Party to terminate or cancel this Agreement
                     under this subsection (vi), such Party must give notice to
                     the other Party not later than one month after February 15,
                     2000 (or the extended date, if applicable).

          (d) However, should Altiris terminate this Agreement due to its
insolvency, reorganization or assignment for the benefit of creditors, or should
any proceeding in bankruptcy be initiated by Altiris or Altiris' creditors,
Compaq shall retain all rights and licenses granted herein,


------------------
* This provision is the subject of a Confidential Treatment Request.

                                                                            -21-

<PAGE>

pursuant to 11 U.S.C. ss.365(n), and the licenses, documentation, source code
and object code (if and as provided to Compaq) relating to the then most-current
version of the Licensed Software licensed to Compaq shall be considered
"embodiments" of the intellectual property covered by ss.365(n) and licensed by
Altiris hereunder to Compaq.

     13.3. Effect of Termination or Expiration.

          (a) In the event of termination or expiration of this Agreement, all
licenses granted to either Party shall terminate.

          (b) In the event of termination due to material breach by Altiris (i)
any rights and licenses granted to Altiris for Compaq Technology shall
automatically terminate; (ii) Altiris shall ship to Compaq, within thirty (30)
days, all tangible items in its possession which are proprietary to Compaq;
(iii) Altiris shall cease to use all intellectual property of Compaq received
under this Agreement. In the event of such termination under this subsection
(b), Compaq's licenses granted herein by Altiris for the Licensed Software,
shall include all source code, the license to create and distribute derivative
works, and shall survive such termination, and shall become irrevocable solely
for the purposes of developing bug fixes, minor enhancements, and supporting new
hardware platforms, but distribution and resell rights are limited to the time
period specified in the following sentence. For a period of one year from the
termination due to material breach by Altiris, but no less than three (3) years
from the Effective Date of this Agreement, Compaq shall have the right to
distribute and resell the Licensed Software to its customers, and to use the
software internally as specified in Section 3 of this agreement. Altiris waives
all fees associated with Compaq's usage and sale of the Licensed Software except
as provided below. Should any of the Licensed Materials contain third party
code, Altiris shall obtain the appropriate rights and licenses from the third
parties for Compaq to use such third party code embedded in the Licensed
Software under the terms and conditions of this Agreement, however Compaq will
pay any applicable royalties or other fees for distribution of any such third
party code embedded in the Licensed Software.

          (c) In the event of termination due to material breach by Compaq, all
rights and licenses granted to Compaq hereunder shall automatically terminate,
and Compaq shall, within fifteen (15) days of such expiration or termination
return to Altiris or destroy (including purging from any system or storage
media), at the election of Altiris any and all copies of the Licensed Software
and Confidential Information, together with a certificate from an officer of
Compaq certifying to Altiris that all copies of such Licensed Software and
Confidential Information have been destroyed, except for any copies which:

              (i)    may be stored on any mass storage device in the ordinary
                     course of Compaq's business as a back-up or archival copy,
                     the destruction or purging of which cannot reasonably be
                     carried out without the destruction or purging of other
                     software or data contained on such mass storage device, in
                     which event, Compaq shall certify that such copy shall not
                     be used for other than an archival copy after such
                     termination.


                                                                            -22-


<PAGE>

              (ii)   are included pre-installed in then currently shipping
                     products, or products scheduled for introduction within the
                     subsequent 30 days.

     13.4. Survival. All provisions of this Agreement that, by the nature of the
obligations described, survive termination of this Agreement, shall remain in
effect until fulfilled and shall apply to the respective successors and
assignees of the parties. Such surviving provisions will include, without
limitation, any obligations of indemnification and confidentiality.

Section 14. Dispute Resolution

     14.1. Without waiving any rights, the Parties agree to use commercially
reasonable efforts to resolve between themselves any disputes arising under this
Agreement. If the persons responsible for the day-to-day administration of this
Agreement are unable to resolve the dispute, it shall be referred to
successively higher executives within each company.

     14.2. Except as provided below, in the event that the dispute cannot
otherwise be settled by the management of the Parties after a good faith
attempt, the Parties agree to resolve such dispute by arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association or
its successor. In the event of any conflict between such rules and this Section,
this Section shall govern. The Parties shall attempt to mutually agree upon a
neutral arbitrator. If the Parties cannot reach such agreement, they shall
request the American Arbitration Association or its successor to designate a
neutral arbitrator. The arbitration shall be conducted in Salt Lake City, Utah
if the arbitration is demanded or initiated by Compaq. The arbitration shall be
conducted in Houston, Texas if the arbitration is demanded or initiated by
Altiris. The institution of any arbitration proceeding hereunder shall not
relieve any Party of its obligation to make undisputed payments under this
Agreement. The decision by the arbitrator shall be binding and conclusive upon
the Parties, their successors, assigns and trustees and they shall comply with
such decision in good faith, and each Party hereby submits itself to the
jurisdiction of the courts of the place where the arbitration is held, but only
for the entry of judgment or for the enforcement of the decision of the
arbitrator hereunder. Judgment upon the award may be entered in any court having
jurisdiction. Notwithstanding anything herein to the contrary, neither Party has
any obligation to arbitrate any claims relating to this infringement or
violation of its copyrights or other intellectual property or the unlicensed
use, disclosure or transfer of any of its software or products. Such Party may
assert such claims in any court of competent jurisdiction at any time.
Furthermore, nothing herein shall prohibit either Party from seeking judicial
relief if such Party would be materially prejudiced by a failure to act during
the time that such good faith efforts are being made to resolve the dispute.

Section 15. Miscellaneous Provisions

     15.1. Gratuities. Each Party warrants that it has not directly or
indirectly offered or given, and will not directly or indirectly offer or give,
to any employee, agent or representative of the other Party any cash or non-cash
gratuity or payment with a view toward securing any business from the other
Party or influencing such person with respect to the conditions or performance
of any contracts with or order from the other Party, including, without
limitation, this Agreement. Any breach of this warranty shall be a material
breach of each and every contract between Compaq and Altiris.


                                                                            -23-

<PAGE>

     15.2. Cooperation. Each Party shall cooperate with the other Party in
performing work and obligations under this Agreement so as to minimize any
interference with the other activities of both Parties, to protect the safety
and health of the employees, agents and visitors of both Parties, and to
safeguard the security and integrity of the property and the work sites of both
Parties.

     15.3. Independent Contractors. The Parties are independent contractors, and
nothing contained in this Agreement shall be construed to create or imply a
joint venture, partnership, principal-agent or employment relationship between
the Parties. Neither Party shall take any action or permit any action to be
taken on its behalf which purports to be done in the name of or on behalf of the
other Party and shall have no power or authority to bind the other Party, to
assume or create any obligation or responsibility express or implied on the
other Party's behalf or in its name, nor shall such Party represent to any one
that it has such power or authority.

     15.4. References. Unless otherwise indicated, (a) all section references
are to the sections of this Agreement and (b) all references to days are to
calendar days. The headings used in this Agreement are provided for convenience
only and this Agreement shall be interpreted without reference to any headings.

     15.5. Notices. Notices to be given or submitted by either Party to the
other pursuant to this Agreement shall be in writing and directed in the case of
Compaq to the address above, Attn: Contracts Manager, and in the case of Altiris
to the address above, Attn: President.

     15.6. Severability. If any term or provision of this Agreement is invalid
or unenforceable or a misuse of any intellectual property for any reason, the
term or provision shall be adjusted rather than voided, if possible, to achieve
the intent of the parties to extent possible. If not possible, then the term or
provision shall be severed from this Agreement and void ab initio. In any event,
all other terms and provisions shall not be affected thereby and shall be deemed
valid and enforceable to the maximum extent possible.

     15.7. Force Majeure. Neither Party shall be liable to the other Party for
any loss, damage, or penalty arising from delay due to causes beyond its
reasonable control including acts of God, acts of government, war, riots, or
embargoes. But if the Force Majeure event lasts for more than ninety (90) days,
either Party shall have the right to terminate this Agreement.

     15.8. Assignment. Notwithstanding anything in this Agreement to the
contrary, all consideration, obligations, rights and activities owed by a Party
to the other Party under this Agreement shall be owed by such Party to any
successor or assign of the other Party. Notwithstanding the foregoing, neither
Party may assign or delegate all or any part of its rights or obligations under
this Agreement without the prior written consent of the other Party, except to
an entity that succeeds to all or substantially all of the business assets of
such Party applicable to the subject matter of this Agreement (provided that
such entity agrees to be bound by all the rights, obligations and other terms
and conditions of this Agreement). Any attempted assignment or delegation
without such consent, except as expressly set forth herein, will be void, or at
the non-assigning Party's sole discretion, may be treated as fully binding upon
and in force and effect against any such successor or assign.


                                                                            -24-

<PAGE>

     15.9. [*]

     15.10. Export Administration. If any Licensed Software is for use or
distribution outside the U.S.A., Compaq agrees to comply fully with all relevant
export laws and the regulations of the U.S. Department of Commerce and with the
U.S. Export Administration Act to assure that such are not exported in violation
of United States law and to comply fully with any other regulations or laws
relating to such export or import into another country. Compaq shall be
responsible for any duties, customs charges or other taxes or fees relating to
such exports or imports.

     15.11. Complete Agreement. Each Party acknowledges that it has read,
understands and agrees to be bound by this Agreement, and that this Agreement
including any exhibits, acceptance criteria, schedule, and any subsequent
attachments or amendments, are the complete and exclusive statements of the
agreement between the parties regarding the subject matter hereof, which
supersedes all proposals, oral or written, all other communications between the
parties relating to such subject matter.

     15.12. Modification. Compaq agrees that any terms and conditions of any
purchase order or other instrument issued by Compaq in connection with this
Agreement that are in addition to or inconsistent with the terms and conditions
of this Agreement shall be of no force or effect. This Agreement may be modified
only by a written instrument duly executed by an authorized representative of
Altiris and Compaq.

     15.13. No Waiver. The failure of a Party to enforce any provision of this
Agreement shall not constitute a waiver of such provision or the right of such
Party to enforce such provision or any other provision.

     15.14. Authorization. This Agreement and any supplement to it shall be
binding on the parties only after acceptance by officers or authorized
representatives of Altiris and Compaq.

     15.15. Publicity. All notices to third parties and all other publicity
concerning the transactions contemplated by this Agreement shall be jointly
planned and coordinated by and between the parties. Neither of the parties shall
act unilaterally in this regard without the prior written approval of the other
Party; however, this approval shall not be unreasonably withheld.

     15.16. Drafter. No Party will be deemed the drafter of this Agreement,
which Agreement will be deemed to have been jointly prepared by the parties. If
this Agreement is ever construed,


------------------
* This provision is the subject of a Confidential Treatment Request.

                                                                            -25-

<PAGE>

whether by a court or by an arbitrator, such court or arbitrator will not
construe this Agreement or any provision hereof against any Party as drafter.

     15.17. Execution. This Agreement may be executed in duplicate originals,
all of which shall constitute one and the same agreement. The persons signing
below represent that they are duly authorized to execute this Agreement for and
on behalf of the Party for whom they are signing.


                                                                            -26-


<PAGE>

     IN WITNESS WHEREOF the undersigned have executed this Agreement as of the
date set forth herein above.

AGREED TO AND ACCEPTED BY:

Compaq ComputerCorporation ("Compaq"):

By (signature):    /s/ Ray Frigo
                   --------------------------

Name (print):      Ray Frigo

Title:             Vice President
                   Commercial Desktop Division
                   Compaq Computer Corporation


Altiris, Inc. ("Altiris"):
By (signature):    /s/ Jan Newman
                   --------------------------
Name (print):      Jan Newman

Title:             President, CEO
                   Altiris, Inc.

<PAGE>

                                    Exhibit A

                    Description of Altiris Software Products

     1. Description of Altiris eXpress:

     Altiris eXpress is a total Pc management solution. Altiris combined its
imaging and configuration capabilities with a host of new technologies into a
completely redesigned, easy to use single console. Altiris eXpress is a fully
integrated management tool for the deployment, configuration, software and
registry management, reconfiguration, backup and recovery of PCs.

     2. Description of PC Transplant Pro:

     PC Transplant combines an intuitive GUI interface with a powerful wizard
that walks users through creating a personality file that captures desktop,
network, and application settings, as well as data files and directories into a
self-extracting compressed personality package that can then be transplanted
onto another PC. The Pro version of PC Transplant includes a migration wizard,
an imaging component and Altiris' boot disk creator. This combination provides
an entire PC migration tool. End-users as well as IT staff will be able to
backup or preserve a PC's personality, migrate or update the operating system on
an existing or a new PC, then restore the personality back onto the PC.



                                                                             -2-


<PAGE>

                                    Exhibit B

                                      [*]






------------------
* This provision is the subject of a Confidential Treatment Request.


<PAGE>

                                    Exhibit C

                                      [*]





------------------
* This provision is the subject of a Confidential Treatment Request.


<PAGE>

                                    Exhibit D

                                      [*]




------------------
* This provision is the subject of a Confidential Treatment Request.


<PAGE>

                                    Exhibit E

                       Altiris End-User License Agreements

     To be provided by Altiris within thirty (30) days of the Effective Date of
this Agreement.


<PAGE>

                                    Exhibit F

                 Invoicing and Fulfillment Terms and Conditions

                [THE PARTIES HAVE NOT IMPLEMENTED THIS EXHIBIT]