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                                                                   EXHIBIT 10.46


                                 LOAN AGREEMENT

         THIS LOAN AGREEMENT, as amended, modified or otherwise supplemented
from time to time (this "Agreement"), is made and entered into by and between
THE CANOPY GROUP, INC., a Utah corporation ("LENDER"), and THE SANTA CRUZ
OPERATION, INC., a California corporation ("BORROWER"), who, for good and
valuable consideration, the adequacy and receipt of which is acknowledged, agree
as follows.

                                    ARTICLE 1
                                      LOAN

         1.1 Loan. Subject to the terms and conditions hereof, Lender shall make
a loan or loans, each a "LOAN" or collectively, the "LOANS" from time to time to
Borrower, and Borrower may borrow from Lender, an aggregate amount of up to
Eighteen Million Dollars ($18,000,000.00) upon the terms and conditions set
forth in the form of Promissory Note attached hereto as EXHIBIT A (the "NOTE").
The closing of the Loan shall occur on January 8, 2001 (the "CLOSING DATE").

         1.2 Loan Fees. Borrower shall pay to Lender a fee for originating the
Loans in the amount of Ninety Thousand Dollars ($90,000.00) on the later of (i)
the Closing Date, or (ii) immediately upon receipt of funding by Caldera
Systems, Inc. ("CALDERA") pursuant to the $7,000,000 loan referenced in the
Intercreditor Agreement by and between Lender and Caldera dated on or about even
date hereof ("INTERCREDITOR AGREEMENT").

         1.3 Collateral. In addition to any other collateral described in any
other documents executed in connection with the Loans (which documents, together
with this Agreement, the Note and the other documents referred to in this
Section, constitute the "LOAN DOCUMENTS"), the Loans shall be secured by a
perfected security interest in "COLLATERAL" as that term is defined in the form
of Security Agreement attached hereto as EXHIBIT B (the "SECURITY AGREEMENT").
The security interest of Lender hereunder shall be junior in priority only to
the Prior Liens as that term is defined in the Security Agreement.

                                    ARTICLE 2
                         REPRESENTATIONS AND WARRANTIES

         Borrower makes the following representations and warranties to Lender
as of the date hereof and as of the Closing Date:

         2.1 Organization and Qualification. Borrower is a corporation duly
organized and existing in good standing under the laws of the State of
California. Borrower is duly qualified to do business in each jurisdiction where
the conduct of its business requires qualification and where the failure to be
so qualified could reasonably be expected to have a material adverse

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effect on the business, assets, operations, or financial condition of Borrower
("MATERIAL ADVERSE EFFECT"). Borrower has the full power and authority to own
its properties and to conduct the business in which it engages and to enter into
and perform its obligations under the Loan Documents, and all agreements,
documents, obligations, and transactions contemplated by this Agreement.

         2.2 Authorization. The execution, delivery, and performance by Borrower
of the Loan Documents and all agreements, documents, obligations, and
transactions contemplated by this Agreement have been duly authorized by all
necessary action on the part of Borrower and are not inconsistent with
Borrower's articles of incorporation or by-laws, each as currently in effect, do
not and will not contravene any provision of, or constitute a default under, any
material indenture, mortgage, contract, or other instrument to which Borrower is
a party or by which Borrower is bound. Upon their execution and delivery, the
Loan Documents will constitute legal, valid, and binding agreements and
obligations of Borrower, enforceable in accordance with their respective terms,
except as limited by bankruptcy, insolvency or other laws of general application
relating to or affecting the enforcement of creditors' rights generally and
general principles of equity.

         2.3 Pending Litigation. There is no action, suit or proceeding pending
or to the best of Borrower's knowledge, threatened, against or affecting
Borrower or the Collateral, in any court of law or equity or before any
governmental or quasi-governmental instrumentality, whether federal, state,
county or municipal, which would materially and adversely affect Borrower's
ability to perform under the Loan Documents.

         2.4 Financial Statements and Other Information. Any and all financial
statements delivered to Lender by Borrower are in all material respects
accurate, complete, prepared in accordance with generally accepted accounting
principles consistently applied, and fairly present in all material respects the
financial condition of Borrower. No material adverse change has occurred in the
financial condition of Borrower reflected therein since September 30, 2000 and
no additional borrowings have been made by Borrower since September 30, 2000
other than the borrowing contemplated hereby, or approved by Lender.

         2.5 Collateral. The Collateral, and any and all improvements thereon,
are free and clear of all liens and encumbrances, excepting Prior Liens and
Permitted Liens (as those terms are defined in the Security Agreement), and
Borrower has sole title to the owned portions thereof.

         2.6 Commission Filings. Borrower has properly and timely filed with the
Securities and Exchange Commission (the "COMMISSION") all reports, proxy
statements, forms and other documents required to be filed with the Commission
under the Exchange Act since January 1999 (the "COMMISSION FILINGS"), except for
the filing of form 10-Q for the third quarter ended June 30, 2000. As of their
respective dates, (i) the Commission Filings complied in all material respects
with the requirements of the Securities Act of 1933 (the "SECURITIES ACT") or
the Exchange Act, as the case may be, and the rules and regulations of the
Commission promulgated


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thereunder applicable to such Commission Filings, and (ii) none of the
Commission Filings contained at the time of its filing any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The financial
statements of Borrower included in the Commission Filings, as of the dates of
such documents, were true and complete in all material respects and complied
with applicable accounting requirements and the published rules and regulations
of the Commission with respect thereto, were prepared in accordance with
generally accepted accounting principles in the United States ("GAAP") (except
in the case of unaudited statements permitted by under the Exchange Act) applied
on a consistent basis during the periods involved (except as may be indicated in
the notes thereto) and fairly presented in all material respects the
consolidated financial position of Borrower and its subsidiaries as of the dates
thereof and the consolidated results of their operations and cash flows for the
periods then ended (subject, in the case of unaudited statements, to normal
year-end audit adjustments that in the aggregate are not material and to any
other adjustment described therein).

                                    ARTICLE 3
                              CONDITIONS PRECEDENT

         As a condition precedent to the disbursement of any Loan proceeds, all
of the following conditions must be fully satisfied, as determined by Lender in
Lender's sole discretion, by the Closing Date:

         3.1 Authority. Borrower has delivered to Lender a copy of Borrower's
organizational documents, together with all amendments, and an original
certificate of resolutions of Borrower acceptable to Lender. Borrower also has
delivered to Lender such other evidence of Borrower's good standing and
authority as Lender may reasonably request.

         3.2 Opinion of Counsel. Borrower has delivered to Lender an opinion
from Borrower's counsel in form and content reasonably satisfactory to Lender.

         3.3 Delivery of Loan Documents. All of the Loan Documents requested by
Lender have been fully executed and the original executed documents delivered to
Lender.

         3.4 Recording and Filing of Loan Documents. All of the Loan Documents
which require filing or recording have been properly filed and recorded so that
all of the liens and security interests granted to Lender in connection with the
Loan will be properly created and perfected as described herein.

         3.5 Warrants. Lender shall have received from Borrower, in form and
content reasonably acceptable to Lender, a 2 year warrant to purchase shares of
the Borrower's common stock equal to $2,250,000 ("INITIAL WARRANT") at an
exercise price equal to the closing price of Borrower's Common Stock on the date
of this Agreement ("EXERCISE PRICE"). Additional warrants to purchase shares of
Borrower's Common Stock ("ADDITIONAL WARRANTS") shall be issued by Borrower and
delivered to Lender when requests for advances are made and the aggregate


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amount advanced to Borrower under the Loan Documents exceeds $9,000,000. The
number of shares that may be purchased under the Additional Warrants shall equal
the product of the amounts advanced exceeding $9,000,000 multiplied by 0.25,
such product then divided by the Exercise Price. For example, assuming (i) an
Exercise Price of $3.00, (ii) that Borrower has taken advances that, in the
aggregate, equal $8,000,000 and (iii) Borrower requests an advance of an
additional $2,500,000; the request must be accompanied by an Additional Warrant
to purchase 125,000 shares of Borrower's Common Stock. That is, $1,500,000 (the
amount of the request that is over the $9,000,000 aggregate limit), multiplied
by 0.25 equals $375,000, which is then divided by the Exercise Price of $3.00 to
arrive at 125,000 shares.

         3.6 Conditions Precedent Not Met. In the event that any of the
requirements under Sections 3.1 through 3.5 have not been satisfied by January
12, 2001, then either party may terminate this Agreement and the Loan Documents
by providing written notice of termination. Upon delivery of written notice,
this Agreement and the Loan Documents shall automatically terminate and become
null and void. In such event, each party shall bear their own costs and expenses
and have no further obligation whatsoever to the other party.

                                    ARTICLE 4
                              COVENANTS OF BORROWER

         Borrower agrees and covenants with Lender as follows:

         4.1 Further Documentation. Upon Lender's written request and at
Borrower's sole expense, Borrower will promptly and duly execute and deliver
such further instruments and documents and take such further action as Lender
may reasonably request for the purpose of obtaining, giving notice of,
protecting, preserving and perfecting the security interests granted under this
Agreement, including, without limitation, the filing of any financing or
continuation statements under the Uniform Commercial Code (the "CODE") in effect
in any jurisdiction with respect to the security interests created hereby, the
recording of the security interests granted hereunder in any intellectual
property with the appropriate governmental or other authorities in any
jurisdiction. Borrower agrees that a carbon, photographic or other reproduction
of this Agreement (or, if appropriate, any other Loan Document) will be
sufficient as a financing statement for filing in any jurisdiction.

         4.2 Maintenance of Records. Borrower will keep and maintain records of
the Collateral as it does in the ordinary course of business. For Lender's
further security, Lender will have a security interest in all of the books and
records of Borrower pertaining to the Collateral.

         4.3 No Liens on Collateral. Borrower will not create, incur or permit
to exist, will defend the Collateral against, and will take such other action as
is necessary to remove, any lien, claim, security interest or encumbrance on or
to any of the Collateral, other than Permitted Liens and Prior Liens, and liens
granted to Lender under the Loan Documents.


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         4.4 Limitation on Dispositions of Collateral. Borrower will use all
commercially reasonable efforts to preserve the Collateral without material
impairment while conducting its business in the ordinary course in a manner that
is consistent with Borrower's past business practices. Borrower will not,
through any license, encumbrance, assignment, transfer or disposition of any of
the Collateral, any creation of obligations of Borrower, any issuance of
securities, or any other action, (i) avoid or seek to avoid the observation or
performance of any of the terms to be observed or performed by Borrower under
any Loan Document, (ii) materially impair the benefit of any Loan Document or
the Collateral to Lender, or (iii) materially and adversely affect Lender's
ability to operate, or obtain the financial or economic benefit of, the
Collateral in accordance with the terms of the Loan Documents; provided,
however, that Borrower may (A) enter into licenses with third parties in the
ordinary course of its business and consistent with its past licensing practice
of Intellectual Property (as defined in the Security Agreement) owned or
licensed by Borrower, (B) sell or otherwise dispose of worn-out or obsolete
Equipment or Fixtures (each as defined in the Security Agreement), and (C)
fulfill its obligations under the Agreement and Plan of Reorganization dated
July 31, 2000 by and between Borrower and Caldera ("REORGANIZATION AGREEMENT").
Borrower will at all times in good faith take, and assist in taking, all such
action as may be necessary or appropriate to protect Lender's rights under the
Loan Documents from impairment and to preserve for Lender's benefit the value of
the Collateral.

         4.5 No Change in Location, Name, etc. Except upon thirty (30) days
prior written notice to Lender, Borrower will not move any Collateral (other
than as otherwise permitted in the Loan Documents) from their current location
or change Borrower's name, identity or structure to such an extent that any
financing statement or other Loan Document filed by Lender would become
misleading or inaccurate.

         4.6 Payment of Taxes and Assessments. Borrower will pay prior to
delinquency all taxes and assessments assessed against, levied upon or placed
against the Collateral, other than taxes being contested in good faith by
appropriate proceedings and for which adequate reserves are maintained on the
books of the Borrower in accordance with GAAP.

         4.7 Insurance. Borrower shall maintain insurance with respect to the
Collateral in accordance with the insurance standards and practices adhered to
generally by owners of like collateral.

         4.8 Additional Encumbrances. Until the Loan has been repaid in full,
Borrower shall not without the prior written consent of Lender create or incur
or suffer to be created or incurred any encumbrance, mortgage, pledge, lien or
charge of any kind upon any Collateral, other than Permitted Liens.

         4.9 Financial Statements. Borrower covenants that it shall provide
Lender with such financial statements and reports as Lender may reasonably
request, and that such statements and reports shall be prepared in accordance
with generally accepted accounting principles consistently applied and shall
fairly represent in all material respects Borrower's financial


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condition and the results of its operations for the period or periods covered.
As to all financial statements and reports which Borrower has furnished or may
in the future furnish to Lender, Borrower acknowledges and agrees that it has a
contractual obligation to ensure that such statements and reports fairly present
the financial condition of Borrower in all material respects. If any reasonably
requested financial reports are not timely provided to Lender, and Lender
determines to notify Borrower, in writing, that the same have not been timely
provided, then Borrower shall have thirty (30) days from the date of Lender's
written notice to deliver the delinquent financial reports to Lender. Nothing in
this Section shall be construed to require that Lender give Borrower the written
notice and the additional thirty (30) day grace period to provide delinquent
financial reports as described above. Nothing in this Section shall be construed
to alter, impair or infringe upon Lender's right to declare an Event of Default
as provided in this Agreement or to alter or extend the time limits for cure of
a non-monetary default as provided in this Agreement.

         4.10 Required Notices. Borrower shall give Lender prompt written notice
of the following:

                  a. Any litigation or claims of any kind which might subject
Borrower to any liability in an aggregate amount in excess of $10,000.00,
whether covered by insurance or not, and any litigation involving any Collateral
which could reasonably be expected to have a Material Adverse Effect.

                  b. All complaints made and demand letters sent by any
governmental agency that could reasonably be expected to have a Material Adverse
Effect on the Collateral.

                  c. Any material default under any material contract to which
Borrower is a party or acceleration of any other indebtedness of Borrower.

                  d. Any event or conditions which constitute an Event of
Default or, with the passage of time or the giving of notice, or both, would
constitute an Event of Default.

                  e. Any material adverse change in the financial condition of
Borrower.

         4.11 Change of Business. Borrower shall not modify or change the nature
or type of its business and natural extensions thereof as in effect on the date
hereof and after the sale of substantial assets to Caldera without the prior
written consent of Lender.

         4.12 Reports. Borrower shall keep Lender fully informed as to the
status of Borrower's business by delivering to Lender, upon the written request
of Lender, copies of quarterly operating statements (disbursements, receipts,
etc.), and any other reports regarding the Borrower's business as Lender may
reasonably require.

         4.13 Expenses. All legal and out of pocket expenses of Lender incurred
in connection with negotiating, documenting, processing, consummating or
servicing the Loan and the Loan


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Documents, not to exceed $5,000.00, shall be paid by Borrower out of Loan
proceeds and may be deducted therefrom by Lender. Borrower agrees to pay all
reasonable expenses, including reasonable attorneys fees and other legal
expenses, incurred by Lender in any bankruptcy proceedings of any type involving
Borrower, any Collateral or the Loan Documents, including, without limitation,
expenses incurred in modifying or lifting the automatic stay, determining
adequate protection, use of cash collateral or relating to any plan of
reorganization.

         4.14 Caldera Stock.

              (a) Borrower shall deliver or cause to be delivered to Lender,
immediately upon receipt thereof or control thereover, all the common stock,
whether issued by Caldera or Caldera International, Inc. to Borrower in
connection with the Reorganization Agreement together with blank stock powers
for all such stock properly signed by Borrower with signatures guaranteed, all
in form and substance reasonably satisfactory to Lender. Notwithstanding the
foregoing, Borrower shall not be required to deliver those shares issued to
Borrower, whether by Caldera or Caldera International, Inc., in connection with
the Reorganization Agreement that represent (i) the 982,500 shares of common
stock to be used by Borrower to fulfill its prior warrant obligations, or (ii)
the number of shares, which shall not exceed 2,500,000 shares of common stock to
be used in funding employee stock options for those employees of Borrower who
will be transferring to Caldera International, Inc. upon the closing of the
Reorganization Agreement.

              (b) Borrower shall have the right to draw back from Lender such
number of shares as Borrower desires for the purpose of selling and/or
distributing to its own shareholders such shares. Borrower shall give Lender
written notice of such desire to exercise its right to draw back shares, and
Lender shall deliver said shares to Borrower as soon as practical but in no
event in excess of 10 days. In the event Borrower shall draw back some number
of shares, Lender shall have the right to decrease, on a pro-rata basis, the
aggregate amount of the loan. For example, if Borrower holds 15 million shares
and Lender draws back 1.5 million shares, then the aggregate amount of the loan
shall be reduced by $1,800,000 (10% of 18 million); if subsequently, Borrower
draws back another 1 million shares, then the aggregate amount of the loan
shall be further reduced by $1,200,600 (6.67% of $18 million). Notwithstanding
the foregoing, Borrower may not draw back a number of shares on a percentage
basis, which exceeds the percentage of the aggregate loan amount that has been
drawn down by Borrower and remains unpaid.

                                    ARTICLE 5
                                EVENTS OF DEFAULT

         5.1 Event of Default. Ten (10) days after written notice from Lender to
Borrower for monetary defaults and thirty (30) days after written notice from
Lender to Borrower for non-monetary defaults, if such defaults are not cured
within such ten (10) day or thirty day (30) periods, respectively, each of the
following shall constitute an event of default ("EVENT OF DEFAULT") under this
Agreement:

                  a. Default in Payment. If Borrower fails to make any payment
due and payable under the terms of the Note, this Agreement (and under the terms
of the Intercreditor Agreement) or any other Loan Document.

                  b. Representations and Warranties. If any of the
representations and warranties made by Borrower shall be false or misleading in
any material respect when made.

                  c. Covenants. If Borrower shall be in material default under
any of the material terms, covenants, conditions, or obligations under any Loan
Document.

                  d. Dissolution. If Borrower is dissolved.

                  e. Receiver. If a receiver, trustee, or custodian is appointed
for any part of the Collateral, or any part of the Collateral is assigned for
the benefit of creditors.


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                  f. Impairment to Lien. If at any time any Loan Document
creating a lien on any of the Collateral may be impaired by any material lien,
encumbrance or other defect other than the Prior Liens or the Permitted Liens.

                  g. Bankruptcy. If a petition in bankruptcy is filed against
Borrower, and such petition is not dismissed within ninety (90) days of filing,
a petition in bankruptcy is filed by Borrower or a receiver, trustee or
custodian of any part of the Collateral is appointed; or if Borrower files a
petition for reorganization under any of the provisions of the Bankruptcy Act or
any law, State or Federal, or makes an assignment for the benefit of creditors
or is adjudged insolvent by any State or Federal Court of competent
jurisdiction.

                  h. Judgment or Attachment. If a judgment is entered against
Borrower or any attachment be made for an amount in excess of $100,000.00 and
such judgment or attachment is not vacated, discharged, stayed or bonded pending
appeal, paid or otherwise fully satisfied within thirty (30) days of the date it
is entered.

                                    ARTICLE 6
                                    REMEDIES

         6.1 Termination and Acceleration. Upon the occurrence of an Event of
Default, all obligations of Lender under this Agreement, and under the other
Loan Documents at the election of Lender, shall cease and terminate and Lender
may declare all amounts outstanding under the Note and other Loan Documents
immediately due and payable in accordance with the Intercreditor Agreement and
may foreclose the Loan Documents.

         6.2 Rights and Remedies Cumulative. All rights, remedies, and powers
conferred in this Agreement and the other Loan Documents are cumulative and not
exclusive of any other rights or remedies, and shall be in addition to every
other right, power, and remedy that Lender may have, whether specifically
granted in the Loan Documents, or existing at law, in equity, or by statute; and
any and all such rights and remedies may be exercised from time to time and as
often and in such order as Lender may deem expedient. Any forbearance or delay
by Lender in exercising any of its rights, remedies, and powers shall not be
deemed to be a waiver and the exercise or partial exercise of any right, remedy,
or power, and shall not preclude the further exercise of such right, remedy, and
power and the same shall continue in full force and effect until specifically
waived by an instrument in writing executed by Lender.

         6.3 Attorney-in-Fact. Upon the occurrence and during the continuance of
an Event of Default, Borrower hereby irrevocably constitutes and appoints Lender
Borrower's true and lawful attorney-in-fact to execute, acknowledge and deliver
any instruments and to do and perform any act such as referred to herein in the
name and on behalf of Borrower. This power of attorney is irrevocable and is
coupled with an interest.


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                                    ARTICLE 7
                                  MISCELLANEOUS

         7.1 Non-Waiver. No advance of Loan proceeds under this Agreement shall
constitute a waiver of any of the conditions to be performed by Borrower and in
the event Borrower is unable to satisfy any such conditions Lender shall not be
precluded from declaring such failure to be an Event of Default.

         7.2 Survival. All representations, warranties and covenants of Borrower
shall survive the making of the Loan and the provisions of this Agreement shall
be binding upon Borrower, Borrower's successors and assigns and inure to the
benefit of Lender, Lender's successors and assigns.

         7.3 Derivative Rights. Any obligation of Lender to make disbursements
under this Agreement is imposed solely and exclusively for the benefit of
Borrower and no other person, firm or corporation shall, under any
circumstances, be deemed to be a beneficiary of such condition, nor shall it
have any derivative claim or action against Lender.

         7.4 Conflict. The Loan Documents shall be subject to all the terms,
covenants, conditions, obligations, stipulations and agreements contained in
this Agreement. In the event there is any conflict between the terms and
conditions of this Agreement and any other Loan Document, this Agreement shall
prevail; provided, however, that this Agreement shall be subject to the terms of
the Intercreditor Agreement.

         7.5 Assignment. Lender may assign the Loan Documents, in whole or in
part, to any other person, firm or corporation provided that all provisions of
this Agreement shall continue to apply in conjunction with the other Loan
Documents. In the event of such assignment, it shall be deemed to have been made
in pursuance of this Agreement and not to be a modification of this Agreement,
and the disbursements and advances subsequently made shall be governed by the
Loan Documents. Borrower shall not assign this Agreement, or any interest of
Borrower in or to this Agreement, the Loan proceeds, or any of the Loan
Documents without the prior written consent of Lender. Any dissolution of
Borrower or any transfer of any interest in the Borrower without the prior
written consent of Lender shall be assumed to be an assignment in violation of
this Section.

         7.6 Notices. All notices shall be in writing and shall be deemed to
have been sufficiently given or served when personally delivered, deposited in
the United States mail, by registered or certified mail, or deposited with a
reputable overnight mail carrier which provides delivery of such mail to be
traced, addressed as follows:

         Lender:               The Canopy Group, Inc.
                               333 South 520 West, Suite 300
                               Lindon, UT 84042
                               Attention: President and CEO


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         With copies (that shall
         not constitute notice)
         to:                   Parsons Behle & Latimer
                               201 South Main Street, Suite 1800
                               Salt Lake City, Utah 84111
                               Attention: Brent Christensen

         Borrower:             The Santa Cruz Operation, Inc.
                               425 Encinal
                               Santa Cruz, California 95061
                               Attention:  Chief Executive Officer and Law and
                                 Corporate Affairs

         With copies (that shall
         not constitute notice)
         to:                   Wilson, Sonsini, Goodrich & Rosati
                               650 Page Mill Road
                               Palo Alto, California 94304
                               Attention: Michael Danaher

Such addresses may be changed by notice to the other party given in the same
manner provided in this Section.

         7.7 Terms. Whenever used in this Agreement, the singular shall include
the plural, the plural the singular, and the use of any gender shall be
applicable to all genders.

         7.8 Invalidity. The invalidity of any one or more or any part of the
conditions, covenants, articles, sections, phrases or sentences of this
Agreement shall not affect the remaining portions of this Agreement.

         7.9 Governing Law; Consent to Jurisdiction. This Agreement and all
matters relating to this Agreement shall be governed by and construed in
accordance with the internal laws (and not the law of conflicts) of the State of
Utah. Each of the parties submits to the jurisdiction of any state or federal
court sitting in Salt Lake County, Utah, in any action or proceeding arising out
of or relating in any way to this Agreement or any other matter arising between
the parties and agrees that all claims in respect of the action or proceeding
shall be heard and determined in any such court. Each party also agrees not to
bring any action or proceeding arising out of or relating to this Agreement or
any other matter arising between the parties in any other court. Each of the
parties waives any defense, including without limitation any defense of
inconvenient forum, to the maintenance of any action or proceeding so brought.

         7.10 No Partnership. Nothing contained in this Agreement or in any of
the other Loan Documents shall be construed as creating a joint venture or
partnership between Borrower and Lender. There shall be no sharing of losses,
costs and expenses between Borrower and Lender,


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and Lender shall have no right of control or supervision except as it may
exercise its rights and remedies provided in the Loan Documents.

         7.11 Attorneys' Fees. Upon the occurrence of an Event of Default,
Lender may employ an attorney or attorneys to protect Lender's rights under this
Agreement, and Borrower shall pay Lender reasonable attorneys' fees and costs
actually incurred by Lender, whether or not action is actually commenced against
Borrower by reason of such breach. Borrower shall also pay to Lender any
reasonable attorneys fees and costs incurred by Lender with respect to any
insolvency or bankruptcy proceeding or other action involving Borrower. If
Lender exercises the power of sale contained in any Loan Document or initiates
foreclosure proceedings, Borrower shall pay all costs reasonably incurred and
reasonable attorney fees and costs as provided in the Loan Documents.

         7.12 Waiver of Claims. Borrower represents as of the Closing Date that
Borrower has no defenses to or setoffs against any indebtedness or other
obligations owing to Lender for any reason whatsoever.

         7.13 Severability of Invalid Provisions. With respect to this Agreement
and all other Loan Documents, any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction
only, be ineffective only to the extent of such prohibition or unenforceability
without invalidating the remaining provisions of this Agreement, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         7.14 Integrated Agreement and Subsequent Amendment. The Loan Documents,
and the other agreements, documents, obligations, and transactions contemplated
by this Agreement constitute the entire agreement between Lender and Borrower
with respect to the subject matter of these agreements, and may not be altered
or amended except by written agreement signed by Lender and Borrower. All prior
and contemporaneous agreements, arrangements and understandings between the
parties to this Agreement as to the subject matter of this Agreement, are,
except as otherwise expressly provided in this Agreement, rescinded.


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DATED: January 8, 2001.

       IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.

BORROWER:                                 LENDER:

THE SANTA CRUZ OPERATION, INC.            THE CANOPY GROUP, INC.

By:                                       By:
   --------------------------------           --------------------------------
Name:                                     Name:
     ------------------------------            -------------------------------
Title:                                    Title:
      -----------------------------             ------------------------------



                    [SIGNATURE PAGE TO LOAN AGREEMENT BETWEEN
           THE SANTA CRUZ OPERATION, INC. AND THE CANOPY GROUP, INC.]


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