USE RESTRICTION AGREEMENT

     This Use Restriction  Agreement (the  "Agreement") is made and entered into
as of the 15th day of September,  2000 by and between Ebiz Enterprises,  Inc., a
Nevada corporation ("Ebiz"),  and Caldera Systems, Inc., a Delaware corporation,
("Caldera Systems").

     WHEREAS, Caldera Systems has developed a marketing and distribution concept
called Electronic Linux Marketplace ("ELM"); and

     WHEREAS,  Ebiz and Caldera  Systems  have  entered into a Purchase and Sale
Agreement of even date herewith (the "Purchase and Sale Agreement")  pursuant to
which Ebiz is acquiring  from Caldera  Systems  intellectual  property and other
assets comprising Caldera Systems' ELM; and

     WHEREAS,  pursuant  to  Section  1.2 of the  Purchase  and Sale  Agreement,
Caldera  Systems  is  investing  $3,000,000  in Ebiz  through  the  purchase  of
3,000,000  shares of the common  stock of Ebiz at a purchase  price of $1.00 per
share  on the  condition  that  the  proceeds  of  Caldera  Systems'  $3,000,000
investment (the "Caldera Investment") be used solely for development of a viable
ELM business in Ebiz; and

     WHEREAS,  Caldera Systems and Ebiz have agreed that the Caldera  Investment
will be held in a separate account from which Ebiz may withdraw funds solely for
the purpose of developing and implementing ELM.

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
and  agreements  set forth herein and in the Purchase  and Sale  Agreement,  the
parties hereto agree as follows:

1.   ESTABLISHMENT OF ACCOUNT

     On or  before  the  Closing  Date  (as  defined  in the  Purchase  and Sale
Agreement),  Ebiz shall open and establish an interest-bearing  checking account
(the  "Account") at CitiBank (the "Bank").  The Account shall be  established in
the name of Ebiz  and  shall be  owned  by  Ebiz.  Distributions,  payments  and
expenditures  from the  Account  shall be  restricted,  however,  as provided in
Section 3 below.

1.   Deposit to Account

     Pursuant to Section 1.2 of the Purchase and Sale Agreement, Caldera Systems
shall  deliver by wire transfer the Caldera  Investment  of $3,000,000  into the
Account on the Closing Date. Except with the written consent of Caldera Systems,
Ebiz shall not deposit any other funds in the Account.

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3.   Disbursements From Account

     (a) Funds  held in the  Account  shall be  applied  by Ebiz  solely for the
purpose of funding the  development,  implementation  and  operation of ELM as a
viable  business  operation  of Ebiz and  shall  be used  for no other  purpose.
Notwithstanding the foregoing, all interest earned on funds in the Account shall
belong to and may be withdrawn by Ebiz in its sole discretion.

     (b)  To  assure  compliance  with  Section  3(a)  above,  no  distribution,
disbursements  or  payments  from the  Account  shall be made  except  for those
budgeted  items and amounts  that have been  pre-approved  in writing by Caldera
Systems,  acting  through a designated  representative  of Caldera  Systems (the
"Caldera  Representative"),  as  provided in  Sections  3(d) below.  The initial
Caldera  Representative  shall be  _____________________.  Caldera Systems shall
have the right to remove and replace any Caldera Representative and to designate
one or more other persons as the Caldera Representative at any time upon written
notice to Ebiz

     (c) Within five (5) business days after the Closing Date (as defined in the
Purchase and Sale Agreement), Ebiz shall provide Caldera Systems with an initial
budget  (the  "Initial  Budget")  of the costs and  expenses it expects to incur
during the  remainder of September  2000 and all of October 2000 in  developing,
implementing  and  operating  ELM as a viable  business  operation  of Ebiz.  By
October  10,  2000 and by the tenth day of each of the  successive  four  months
thereafter,  Ebiz shall  provide  Caldera  Systems  with a one- month  budget (a
"One-Month  Budget") of the costs and  expenses  it expects to incur  during the
next calendar  month in developing,  implementing  and operating ELM as a viable
business  operation of Ebiz. By the tenth day of March 2001 and by the tenth day
of each successive  third month  thereafter,  Ebiz shall provide Caldera Systems
with a three-month  rolling budget (a "Rolling  Quarterly  Budget") of the costs
and expenses it expects to incur during the next calendar quarter in developing,
implementing  and  operating  ELM as a viable  business  operation of Ebiz.  The
Initial  Budget and each  One-Month  Budget and Rolling  Quarterly  Budget shall
describe  in  reasonable  detail  the full  nature  and  extent of the  proposed
activities,  costs  and  expenses  for the  applicable  budget  period,  and the
relationship of the proposed  payments to the  development,  implementation  and
operation  of ELM.  In no event  shall  the  Initial  Budget be for an amount in
excess of $400,000.  In no event shall any One-Month  Budget be for an amount in
excess of  $200,000.  In no event shall any Rolling  Quarterly  Budget be for an
amount in excess of $600,000.

     (d) As soon as  reasonably  practicable  following  receipt of the  Initial
Budget and each One-Month Budget and Rolling Quarterly  Budget,  Caldera Systems
shall  either  (i)  consent  to  the   proposed   budget  and  cause  a  Caldera
Representative  to submit  written  approval of the proposed  budget to Ebiz, or
(ii) request from Ebiz such additional information regarding the proposed budget
as Caldera  Systems  determines  in good faith is  necessary  to verify that the
items in the proposed budget are for valid purposes in developing,  implementing
and operating  ELM as a viable  business  operation of Ebiz. If Caldera  Systems
requests such additional  information,  Caldera Systems may withhold its consent
and written  approval to the proposed budget until such additional  information,
satisfactory  to Caldera  Systems  acting in good  faith,  is  provided by Ebiz.
Caldera Systems shall not unreasonably withhold or delay its consent and written
approval  of any  proposed  budget.  In no event  shall  the  Initial  Budget be
approved  by Caldera  Systems for an amount in excess of  $400,000.  In no event
shall any  One-Month  Budget be  approved  by Caldera  Systems  for an amount in

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excess of $200,000.  In no event shall any Rolling  Quarterly Budget be approved
by Caldera  Systems for an amount in excess of  $600,000.  No consent by Caldera
Systems to any proposed  budget shall  operate as a waiver of any breach by Ebiz
of Section 3(a) of this Agreement.

     (e) Ebiz shall provide to Caldera Systems, at the same time that it submits
each rolling  updated  budget,  a report (a "Report")  describing  in reasonable
detail the full nature and extent of all activities undertaken in developing and
implementing ELM and all disbursements,  distributions or payments made from the
Account during the prior budget period.  Each Report shall specify in detail the
activities   undertaken,   the  purpose  or   purposes  of  the   disbursements,
distributions  and payments,  the names of the payees,  the amounts paid to each
such  payee,  the date or dates any costs or  expenses  were  incurred,  and the
relationship of the disbursements, distributions and payments to the development
and implementation of ELM.

4.   Transfer/Closing of Account

     Except with the prior written  consent of Caldera  Systems,  Ebiz shall not
terminate, transfer, pledge, assign, encumber or otherwise transfer or close the
Account prior to the disbursement of all funds contained therein.

5.   Account Statements

     Ebiz  shall  provide  to  Caldera  Systems  copies of all bank  statements,
documentation,  and correspondence with the Bank relating to the Account as soon
as reasonably  practicable  after the receipt of such items by Ebiz.  Ebiz shall
take such  actions as are  necessary  to  authorize  Caldera  Systems to receive
directly from the Bank such information regarding the Account as Caldera Systems
may reasonably request.

6.   Miscellaneous

     (1) All taxes on earnings  of the Account  shall be payable by Ebiz and any
customary bank charges with respect to the Account shall be charged  against the
account unless otherwise paid by Ebiz.

     (2) No amendment to this Agreement may be made without the written  consent
of all the  parties  hereto and no  covenant  or other  provision  hereof may be
waived otherwise than by a written  instrument signed by the party or parties so
waiving such covenant or other provision.  No course of dealing between or among
the parties  hereto and no delay on the part of any party  hereto in  exercising
any rights hereunder shall operate a waiver of those rights.

     (3) This Agreement  shall be deemed to be a contract made under,  and shall
be construed in  accordance  with,  the laws of the State of Utah, as applied to
agreements among Utah residents entered into and to be performed entirely within
Utah,  without  giving effect to conflict of law  principles.  Each party hereby
expressly submits itself to the exclusive,  personal  jurisdiction of the courts
situated in the State of Utah with respect to any and all claims, demands and/or
causes of action  asserted or filed by any party in any way relating to, arising
out of, this Agreement or the subject matter hereof.

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     (4) This  Agreement  and the Purchase  and Sale  Agreement  constitute  the
entire agreement,  and supersedes all other prior agreements and understandings,
both  written and oral,  among the parties,  with respect to the subject  matter
hereof.

     (5) Except as otherwise  provided herein,  the terms and conditions of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
successors  and assigns of the parties.  Nothing in this  Agreement,  express or
implied,  is intended  to confer  upon any party  other than the parties  hereto
whether respective successors and assigns, any rights, remedies,  obligations or
liabilities under or by reason of this Agreement,  except as expressly  provided
in this Agreement.

     (6)  Unless  otherwise  provided,  all  notices  and  other  communications
required or permitted  under this Agreement shall be made as provided in Section
7.9 of the Purchase and Sale Agreement.  All notices and  communications  to the
Caldera Representative shall be made to his or her attention at Caldera Systems.

     (7) If any action at law or inequity is  necessary  to enforce or interpret
the terms of this  Agreement,  the  prevailing  party  shall be  entitled  to be
reimbursed by the non-prevailing party for reasonable attorneys' fees, costs and
disbursements,  in  addition  to any  other  relief to which  such  party may be
entitled.

     (h) This  Agreement  may be executed in one or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one  and the  same  agreement.  This  Agreement  may be  executed  by  facsimile
signatures, each of which will be deemed an original.

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     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed and delivered by the proper and duly authorized  officers as of the day
and year first above written.


                                        Ebiz Enterprises Inc.
                                        A NEVADA CORPORATION


                                        By: /s/ Jeffrey I. Rassas
                                            ------------------------------------
                                        Its: Chief Executive Officer
                                             -----------------------------------


                                        Caldera Systems, Inc.,
                                        A DELAWARE CORPORATION


                                        By: /s/ Ransom H. Love
                                            ------------------------------------
                                        Its: Chief Executive Officer
                                             -----------------------------------

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