INVESTOR RIGHTS AGREEMENT

     THIS INVESTOR  RIGHTS  AGREEMENT (the  "Agreement"),  dated the 15th day of
September,  2000, by and between Ebiz  Enterprises,  Inc., a Nevada  corporation
(the  "Company"),  and  Caldera  Systems,  Inc.,  a  Delaware  corporation  (the
"Holder").

                                   WITNESSETH

     WHEREAS, concurrently with the execution of this Agreement, the Company and
the Holder  have  entered  into a Purchase  and Sale  Agreement  (the  "Purchase
Agreement")  pursuant  to the terms of which  the  Company  has  agreed to issue
certain shares of its common stock (as more  particularly  defined  herein,  the
"Shares"), to the Holder; and

     WHEREAS,  as a condition to the  effectiveness  of the  obligations  of the
Company and the Holder pursuant to the Purchase  Agreement,  the Company and the
Holder have agreed to enter into this Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:

          1.  DEFINITIONS.  For purposes of this Agreement,  the following terms
     shall have the following respective meanings:

               a.  "Commission"  shall mean the  United  States  Securities  and
          Exchange   Commission  or  any  other  Federal   agency  at  the  time
          administering the Securities Act.

               b. The terms "register", "registered" and "registration" refer to
          a  registration  effected  by  preparing  and  filing  a  registration
          statement or similar  document in compliance  with the Securities Act,
          and the declaration or ordering of effectiveness of such  registration
          statement or document by the Commission.

               c. The term "Registrable  Stock" means all Shares that are issued
          or to be issued to the Holder  pursuant  to the terms of the  Purchase
          Agreement  and any  Common  Stock  issued  as (or  issuable  upon  the
          conversion or exercise of any warrant,  right or other  security which
          is issued as) a dividend or other  distribution  with respect to or in
          exchange for or in replacement  of, such Shares or any preferred stock
          of the  Company  granted to the Holder  pursuant  to the terms of this
          Agreement or the Purchase Agreement; PROVIDED, HOWEVER, that shares of
          Registrable Stock shall cease to be Registrable Stock if they are sold
          or  transferred  pursuant  to a  registered  public  offering or other
          transaction  which does not  result in  restrictions  on resale  being
          imposed on the transfer by virtue of Federal or state securities laws.

               d. "Common Stock" means the common stock of the Company.

               e. "Securities  Act" shall mean the United States  Securities Act
          of  1933,  as  amended,  or any  successor  or other  similar  Federal
          statute,  and the rules and  regulations of the Commission  thereunder
          and the forms prescribed  thereby,  all as the same shall be in effect
          at the time.  "Exchange  Act" shall mean the United States  Securities
          Exchange Act of 1934,  as amended,  or any  successor or other similar
          Federal  statute,  and the rules  and  regulations  of the  Commission
          thereunder and the forms prescribed thereby,  all as the same shall be
          in effect at the time.

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               f. "Shares"  means all the shares of Common Stock or other shares
          of capital  stock of the  Company  which are issued or to be issued to
          the Holder  pursuant to the terms of the  Purchase  Agreement  or this
          Agreement.

          2. REPRESENTATIONS AND WARRANTIES, ETC.

               a. The Holder  hereby  represents  and warrants to, and covenants
          with, the Company that:

                    (i) The Holder will not sell,  transfer or otherwise dispose
               of the Shares, except upon the conditions specified herein, which
               conditions are intended to ensure  compliance with the provisions
               of the Securities Act.

                    (ii) The  Holder  understands  and agrees  with the  Company
               that,  except as set forth in and  subject to the  provisions  of
               this Agreement:

                         (A) The Company is under no  obligation to register the
                    sale, transfer or other disposition of the Shares or to take
                    any other  action  necessary  in order to make an  exemption
                    from registration  available to the Holder, except to remain
                    current in its reporting  obligations under the Exchange Act
                    (if applicable).

                         (B)  Stop  transfer  instructions  will be given to the
                    transfer agent with respect to the Shares.

                    (iii)  The  Holder   acknowledges   that  the   certificates
               representing  the Shares,  and any  substitutions or replacements
               thereof, shall bear a legend in substantially the following form:

               THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
               REGISTERED  PURSUANT TO THE SECURITIES  ACT OF 1933,  (THE "ACT")
               AND HAVE BEEN TAKEN FOR  INVESTMENT  PURPOSES ONLY AND NOT WITH A
               VIEW TO THE  DISTRIBUTION  THEREOF,  AND SUCH  SECURITIES  OR ANY
               INTEREST  THEREIN  MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT (A)
               PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH ACT,
               OR (B) PURSUANT TO AN AVAILABLE EXEMPTION.

               b. CERTAIN OTHER  MATTERS.  It is understood  and agreed that the
          stop transfer  instructions  referred to above will be removed as to a
          particular  Share or  block of  Shares  if (i) a  distribution  by the
          Holder of such Shares has been registered  under the Securities Act or
          (ii) permitted under the provisions of Rule 144(k)  promulgated  under
          the Securities  Act (as then in effect).  The Company hereby agrees to
          remain  current in its reporting  requirements  under the Exchange Act
          (if applicable).  The Company agrees,  upon the request of the Holder,
          to make available to the Holder and to any  prospective  transferee of
          the  Registrable  Shares of the  Holder,  information  concerning  the
          Company described in Rule 144A(d)(4) of the Securities Act.

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          3. DEMAND REGISTRATION.

               a. Upon the written request of the Holder, the Holder may request
          that the Company  effect the  registration  on Form S-1 or Form S-2 of
          all  or  part  of its  Registrable  Stock  under  the  Securities  Act
          (provided   that  the  number  of  Shares  to  be   included  in  such
          registration  is at least  $1,000,000 in then current  market value of
          such  Shares)  and in such  request,  the Holder  shall state the then
          intended  method of  disposition  by the Holder.  The Company shall as
          soon as possible  use  diligent  best efforts to prepare and file with
          the  Commission a  registration  statement  and such other  documents,
          including an amended or supplemented  prospectus,  as may be necessary
          to permit a public offering and sale of such Registrable  Stock in the
          United States in compliance with the provisions of the Securities Act,
          all to the extent  required to permit the  disposition  (in accordance
          with the intended  methods  thereof as aforesaid) by the Holder of the
          Registrable  Stock to be so  registered.  If such sale of  Registrable
          Stock  is to be  pursuant  to an  underwritten  public  offering,  the
          underwriter shall be selected by the Holder. The Company shall only be
          required to effect two registrations pursuant to this Section 3.

               b. The Company  shall not be required to effect any  registration
          under Section 3(a): (i) prior to six months following the date of this
          Agreement;  or (ii) (A) within nine months after the completion of any
          public  offering  of its  securities  pursuant to which the Holder was
          afforded the right to register as many shares of its Registrable Stock
          as requested or (B) within six months after any other public  offering
          by the Company.

               c. The Company shall have the right to include in a  registration
          statement  or  post-effective  amendment to a  registration  statement
          filed pursuant to this Section 3 other  securities of the Company then
          proposed to be distributed, except that, to the extent consistent with
          the rights of other holders of the Company's securities, if and to the
          extent that the underwriter or underwriters  acting in connection with
          any public offering pursuant to such registration statement reasonably
          determine  that  the  inclusion  of  any  such  other  securities  may
          substantially  prejudice or hinder the offering of Registrable  Stock,
          the number of such  other  securities  shall be reduced or  eliminated
          prior to any reduction in the number of shares of Registrable Stock to
          be so registered and offered.

               d. If, at any time prior to the effectiveness of the registration
          statement  filed in  connection  with such  registration,  the Company
          furnishes to the Holder a certificate  signed by the President that in
          the good faith  judgment of the Board of  Directors  of the Company it
          would be seriously  detrimental to the Company and its stockholders to
          effect such  registration  at such  scheduled time and it is therefore
          essential  to defer the  filing of such  registration  statement,  the
          Company  may, by delivery of written  notice to the Holder,  delay the
          registration of such Registrable Stock for up to 90 days, provided the
          Company may not use this right more than once in any 12 month period.

          4. INCIDENTAL REGISTRATION.


               If, at any time,  the  Company  proposes  to  register  shares of
          Common Stock or securities  convertible into or exercisable for Common
          Stock under the  Securities Act (other than pursuant to a registration
          statement  on Form  S-4 or S-8 or any  successor  form,  or  filed  in
          connection with an exchange offer or an offering of securities  solely
          to the existing shareholders or employees of the Company), whether for
          sale  for its own  account  or for the  account  of any  other  person
          holding  registration  rights with  respect to the  securities  of the
          Company,  then the Company shall give written  notice of such proposed
          registration to the Holder at least thirty days before the anticipated
          filing date of such registration statement which notice shall describe

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          the material terms of the proposed registration, and such notice shall
          offer the Holder the  opportunity to register such number of shares of
          Registrable   Stock  as  the  Holder  may  request.   As  promptly  as
          practicable  (but no later than 15 days) after the  provision  of such
          notice, the Holder shall so notify the Company,  and the Company shall
          use  diligent  best  efforts  to cause  the  managing  underwriter  or
          underwriters of any proposed  underwritten  offering  pursuant to such
          registration  statement  to permit  such to include  such  Registrable
          Stock in such offering on the same terms and conditions as any similar
          securities of the Company included therein; PROVIDED, HOWEVER, that if
          the managing  underwriter or  underwriters of any such public offering
          delivers an opinion to the Holder that the total amount of Registrable
          Stock which the Holder  proposes to include in the offering when added
          to the  securities  being sold by the Company and any other persons or
          entities,  in any such public  offering,  is such as to materially and
          adversely  affect the  success of any such public  offering,  then the
          amount of  Registrable  Stock to be  offered  for the  account  of the
          Holder  proposed to be included in any such public  offering  shall be
          reduced or limited to the extent  necessary to reduce the total amount
          of Registrable Stock to be included in any such public offering to the
          amount  recommended by such managing  underwriter,  provided,  no such
          reduction may reduce the amount of Registrable Stock being sold by the
          Holder to less than the lesser of:  (i)  twenty  percent  (20%) of the
          shares being sold in such offering by entities  other than the Company
          or entities exercising demand registration  rights; or (ii) the number
          of Shares  requested  to be  registered  by the Holder.  If the Holder
          disapproves  of the  terms of any such  underwriting,  it may elect to
          withdraw  therefrom by written  notice to the Company and the managing
          underwriter.   Any   securities   excluded  or  withdrawn   from  such
          underwriting shall be withdrawn from such registration,  and shall not
          be  transferred  in a public  distribution  prior to ninety  (90) days
          after  the  effective  date  of the  registration  statement  relating
          thereto.  Notwithstanding the foregoing,  if, at any time after giving
          written  notice of its  intention  to register  Common  Stock or other
          securities  convertible into or exercisable for Common Stock and prior
          to the effectiveness of the registration statement filed in connection
          with such  registration,  the Company determines for any reason either
          not to effect such  registration  or to delay such  registration,  the
          Company  may, at its  election,  by delivery of written  notice to the
          Holder, (i) in the case of a determination not to effect registration,
          relieve itself of its obligations to register any Registrable Stock in
          connection  with  such  registration,   or  (ii)  in  the  case  of  a
          determination  to delay such  registration,  delay the registration of
          such  Registrable  Stock  for the  same  period  as the  delay  in the
          registration of such other shares of Common Stock or other  securities
          convertible  into or exercisable for Common Stock.  The Company agrees
          that it shall not grant incidental or "piggyback"  registration rights
          superior  to those  held by the  Holder,  without  the  consent of the
          Holder.

          5. REGISTRATION ON FORM S-3; TERMINATION.

               a. If the Holder  requests  that the Company file a  registration
          statement on Form S-3 (or any successor form to Form S-3) for a public
          offering  of  shares  of  the   Registrable   Stock,   the  reasonably
          anticipated  aggregate  offering price to the public of which,  net of
          underwriting  discounts and commissions would exceed $500,000, and the
          Company  is a  registrant  entitled  to use Form S-3 to  register  the
          Registrable Stock for such an offering, the Company shall use diligent
          best efforts to cause such Registrable  Stock to be registered for the
          offering on such form; PROVIDED,  HOWEVER,  that the Company shall not
          be required to effect more than one (1) registration  pursuant to this
          Section 5 in any twelve (12) month period. The Company will as soon as
          possible  use its diligent  best  efforts to effect such  registration
          (including,  without  limitation,  the execution of an  undertaking to
          file  post-effective   amendments,   appropriate  qualification  under
          applicable  blue sky or other state  securities  laws and  appropriate
          compliance with applicable regulations issued under the Securities Act
          and any other  governmental  requirements or regulations) as may be so

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          requested and as would permit or facilitate the sale and  distribution
          of all or such portion of such  Registrable  Stock as are specified in
          such  request.  The  substantive  provisions  of  Section  6 shall  be
          applicable to each registration initiated under this Section 5.

               b.  Notwithstanding  the  foregoing,  the  Company  shall  not be
          obligated  to  take  any  action  pursuant  to  Section  5(a)  (i) not
          permitted by the  Commission;  (ii) in any particular  jurisdiction in
          which the Company  would be  required to execute a general  consent to
          service of process in effecting such  registration,  qualification  or
          compliance  unless the  Company is already  subject to service in such
          jurisdiction  and except as may be  required  by the  Securities  Act;
          (iii) during the period  starting  with the date sixty (60) days prior
          to the filing of, and ending on the  earlier of (x) one year after the
          date sixty (60) days prior to the Company's  date of filing of, or (y)
          a date six (6) months  following the effective date of, a registration
          statement  (other  than  with  respect  to  a  registration  statement
          relating to a Rule 145 transaction, an offering solely to employees or
          any other  registration  which is not appropriate for the registration
          of  Registrable  Securities),  PROVIDED  that the  Company is actively
          employing  diligent best efforts to cause such registration  statement
          to become  effective;  or (iv) if the  Company  shall  furnish  to the
          Holder a certificate  signed by the  President of the Company  stating
          that, in the good faith judgment of the Company's  Board of Directors,
          it would be seriously  detrimental to the Company or its  shareholders
          for a registration  statement to be filed in the near future, then the
          Company's   obligation   to  use  diligent  best  efforts  to  file  a
          registration  statement  shall be deferred  for a period not to exceed
          sixty  (60)  days  after  the  receipt  of the  request  to file  such
          registration by the Holder provided, that the Company may not use this
          right more than once in any 12 month period.

               c. The  Holder's  rights  pursuant  to  Sections 3, 4 and 5 above
          shall  expire (a) on the date when all of the  Registrable  Securities
          held by such  Holder  may be sold in a single  ninety  (90) day period
          pursuant  to Rule 144 under the 1933 Act; or (b) upon the date that is
          seven years after the effective date of this Agreement.

          6. OBLIGATIONS OF THE COMPANY.  Whenever required under this Agreement
     to effect the registration of any Registrable  Stock, the Company shall, as
     expeditiously as is possible:

               a. Prepare and file with the Commission a registration  statement
          or  post-effective  amendment with respect to such  Registrable  Stock
          that complies with the  requirements of the Securities Act and use its
          diligent  best  efforts  to  cause  such  registration   statement  or
          post-effective  amendment to become and,  during the  distribution  of
          such Registrable Stock, to remain effective;  PROVIDED,  HOWEVER, that
          such registration  statement or post-effective  amendment shall not be
          required to remain effective for a period of more than twelve months.

               b.  Prepare  and file with the  Commission  such  amendments  and
          supplements  to such  registration  statement and  prospectus  used in
          connection  with  such  registration  statement  and any and all  such
          documents  as may be  necessary  to keep such  registration  statement
          effective during the  distribution of such Registrable  Stock (subject
          to the  proviso  in  subsection  (a)  above)  and to  comply  with the
          provisions of the  Securities  Act with respect to the  disposition of
          all   securities   covered   by   such   registration   statement   or
          post-effective  amendment  thereto  and  to  cause  such  registration
          statement to become and remain  (subject to the proviso in  subsection
          (a) above) effective under the Securities Act.

               c.  Furnish  to  the  Holder  such  numbers  of  copies  of  such
          registration statement and the form of prospectus included therein and
          any  amendments  or  supplements  thereto,   including  a  preliminary
          prospectus, in conformity with the requirements of the Securities Act,

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          and such other documents as the Holder may reasonably request in order
          to facilitate the disposition of Registrable Stock owned by the Holder
          thereof in compliance with all applicable laws and regulations.

               d.  Use  its  best  efforts  to  (i)  register  and  qualify  the
          Registrable  Stock covered by such  registration  statement under such
          other   securities   or  blue  sky  or  other  similar  laws  of  such
          jurisdictions as shall be reasonably requested by the Holder, and (ii)
          to keep  such  registration  or  qualification  effective  during  the
          distribution of such securities  (subject to the proviso in subsection
          (a)  above);  and do any and all other  acts and things  necessary  or
          desirable to enable the Holder to consummate  the  disposition  of the
          Registrable Stock;  provided that the Company shall not be required in
          connection  therewith  or as a  condition  thereto  to  qualify  to do
          business  or to file a general  consent  to  service of process in any
          such  states  or  jurisdictions.  Anything  in this  Agreement  to the
          contrary  notwithstanding with respect to the bearing of expenses,  if
          any  jurisdiction  in which the  securities  shall be qualified  shall
          require that expenses incurred in connection with the qualification of
          the securities in that jurisdiction be borne by selling  shareholders,
          then such expenses shall be payable by the Holder of Registrable Stock
          to the extent required by such jurisdiction.

               e. In the event of any underwritten  public offering,  enter into
          and perform  its  obligations  under an  underwriting  agreement  with
          respect  to such  offering,  in usual  and  customary  form,  with the
          managing  underwriter  of such  offering.  The Holder shall also enter
          into and perform its respective obligations under such an agreement.

               f. Notify the Holder during any period that a prospectus relating
          to  Registrable  Stock  covered  by  such  registration  statement  is
          required to be delivered  under the Securities Act of the happening of
          any event or the existence of any  circumstances  as a result of which
          the prospectus  included in such  registration  statement,  as then in
          effect,  includes an untrue  statement of a material  fact or omits to
          state a material  fact  required to be stated  therein or necessary to
          make  the  statements  therein  not  misleading  in the  light  of the
          circumstances then existing.

               g. Furnish to the Holder,  on the date that shares of Registrable
          Stock are delivered to the  underwriters for sale in connection with a
          registration pursuant to this Agreement,  if such securities are being
          sold by or through underwriters, or, on the date that the registration
          statement with respect to such securities  becomes  effective,  (i) an
          opinion,  dated such date, of counsel representing the Company for the
          purposes of such registration, in form and substance as is customarily
          given to underwriters in an underwritten public offering, addressed to
          the  underwriters,  if any,  and to the Holder and (ii) a letter dated
          such date, from the independent  certified  public  accountants of the
          Company,  in form and substance as is customarily given by independent
          certified public accountants to underwriters in an underwritten public
          offering, addressed to the underwriters, and to the Holder.

          7. FURNISH  INFORMATION.  The Holder shall furnish to the Company such
     reasonable information regarding the Holder, the Registrable Stock, and the
     intended  method of disposition  of such  securities as shall be reasonably
     requested by the Company to effect the registration of Registrable Stock as
     to which the Holder has requested registration.

          8. EXPENSES OF  REGISTRATION.  All expenses  incident to the Company's
     performance  of  or  compliance  with  this  Agreement  including,  without
     limitation,  all  registration  and  filing  fees,  fees  and  expenses  of
     complying with the state  securities or blue sky laws,  printing  expenses,
     listing fees, fees of the National Association of Securities Dealers, Inc.,
     transfer taxes, fees of transfer agents,  registrars and depositories,  and
     fees and disbursements of counsel for the Company and of independent public

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     accountants  (including  the expense of any special  audit),  but excluding
     underwriting commissions and discounts of any such underwriter and the fees
     and disbursements of counsel for the Holder, shall be borne by the Company.
     The Holder shall bear all underwriting  commissions and discounts  incurred
     in  connection  with any  offering of  Registrable  Stock with respect to a
     registration  pursuant  to  this  Agreement,   as  well  as  its  fees  and
     disbursements  of counsel if the Holder has counsel  separate  from counsel
     for the Company.

          9.  INDEMNIFICATION  AND  CONTRIBUTION.  In the  event  any  shares of
     Registrable  Stock are included in a registration  statement under Sections
     3, 4, and 5 hereof:

               a. To the extent permitted by law, the Company will indemnify and
          hold  harmless the Holder,  each of its directors and officers and any
          underwriter  (to the extent provided in any  underwriting  agreement),
          any  other  person  or  entity  selling   Registrable  stock  in  such
          registration statement,  and each director and officer of, any person,
          if any, who controls the Holder or any such  underwriter or such other
          person or entity  within  the  meaning  of the  Securities  Act or the
          Exchange Act, against any losses, claims, damages,  liabilities (joint
          or  several)  or  expenses  (including  legal  fees) to which they may
          become  subject  under the  Securities  Act, the Exchange Act or other
          federal  or  state  law,  insofar  as such  losses,  claims,  damages,
          liabilities  or expenses (or actions in respect  thereof) arise out of
          or are  based  upon  any of the  following  statements,  omissions  or
          violations  (collectively a "Violation"):  (i) any untrue statement or
          alleged  untrue  statement  of  a  material  fact  contained  in  such
          registration statement,  including any preliminary prospectus or final
          prospectus contained therein or any amendments or supplements thereto,
          (ii) the omission or alleged omission to state therein a material fact
          required to be stated  therein,  or necessary  to make the  statements
          therein not misleading, or (iii) any violation or alleged violation by
          the Company of the  Securities  Act, the Exchange  Act, any federal or
          state  securities  or other  similar  law or any  rule or  regulations
          promulgated  under the Securities Act, the Exchange Act or any federal
          or state securities or other similar law; PROVIDED,  HOWEVER, that the
          indemnity  agreement  contained in this subsection  shall not apply to
          amounts paid in settlement of any such loss, claim, damage, liability,
          or action if such  settlement  is effected  without the consent of the
          Company (which consent shall not be unreasonably withheld),  nor shall
          the  Company  be liable to the  Holder or any other  person  described
          above as an  indemnitee  in any such  case for any such  loss,  claim,
          damage, liability, or action to the extent that it arises out of or is
          based upon a Violation which occurs in reliance upon and in conformity
          with written  information  furnished  expressly  for use in connection
          with  such  registration  by, or which  results  from the bad faith or
          gross  negligence of, the Holder,  any  underwriter for the Company or
          controlling person of the Holder.

               b. To the extent  permitted by law, the Holder will indemnify and
          hold harmless the Company,  each of its  directors,  and its officers,
          each person,  if any,  who controls the Company  within the meaning of
          the Securities  Act, any  underwriter  (to the extent  provided in any
          underwriting agreement), any other person or entity selling securities
          in such registration statement,  and each director and officer of, any
          person,  if any, who controls such underwriter or such other person or
          entity,  against any losses,  claims,  damages,  liabilities (joint or
          several)  or expenses  (including  legal fees) to which the Company or
          any such  director,  officer,  controlling  person,  or underwriter or
          controlling  person,  or such  other  person or  entity  or  director,
          officer or controlling person may become subject, under the Securities
          Act, the Exchange Act or other  federal or state law,  insofar as such
          losses,  claims,  damages,  liabilities  or  expenses  (or  actions in
          respect thereto) arise out of or are based upon any Violation, in each
          case to the extent (and only to the extent) that such Violation occurs
          in reliance upon and in conformity with written information  furnished
          by the  Holder  expressly  for use and used in any  such  registration
          statement,  and in connection with such  registration of securities of

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          the Holder pursuant to this Agreement or results from the bad faith or
          gross  negligence of the Holder,  or any underwriter for the Holder in
          connection with any such  registration;  PROVIDED,  HOWEVER,  that the
          indemnity  agreement  contained in this subsection (b) shall not apply
          to  amounts  paid in  settlement  of any  such  loss,  claim,  damage,
          liability or action if such settlement is effected without the consent
          of the Holder, which consent shall not be unreasonably  withheld,  and
          provided further,  that the obligations of the Holder shall be limited
          to an amount  equal to the  proceeds to the Holder of the  Registrable
          Stock sold in connection with such registration.

               c.  Promptly  after  receipt by an  indemnified  party under this
          Section of notice of the  commencement  of any action  (including  any
          governmental  action),  such  indemnified  party will  deliver to each
          indemnifying  party a written notice of the  commencement  thereof and
          the indemnifying party shall have the right to participate in, and, to
          the extent the indemnifying  party so desires,  jointly with any other
          indemnifying party similarly  notified,  to assume the defense thereof
          with counsel  mutually  satisfactory  to the parties.  An  indemnified
          party  shall have the right to retain its own  counsel;  however,  the
          fees and expenses of such counsel  shall be borne by such  indemnified
          party,  unless   representation  of  such  indemnified  party  by  the
          indemnifying  party's counsel would be inappropriate  due to actual or
          potential conflicts of interest. The failure to deliver written notice
          to the indemnifying party within a reasonable time of the commencement
          of any such  action,  if  prejudicial  to its  ability to defend  such
          action,  shall relieve such indemnifying party of any liability to the
          indemnified  party under this Section,  but the omission so to deliver
          written  notice to the  indemnifying  party will not relieve it of any
          liability  that it may have to any  indemnified  party  otherwise than
          under this Section.

               d. If an indemnification  event shall occur that is indemnifiable
          under  subsections  (a) and (b) of this Section,  and both the Company
          and the  Holder  have  indemnifiable  liability  therefore,  then each
          indemnifying  party shall  contribute to the amount paid or payable by
          such  indemnified  party as a result of any losses,  claims,  damages,
          liabilities  or  expenses  (including  legal  fees) or actions in such
          proportion  as is  appropriate  to reflect the  relative  fault of the
          Company,  on the one hand, and the Holder, on the other, in connection
          with the  statements  or  omissions  which  resulted  in such  losses,
          claims,  damages,  liabilities  or  expenses or actions as well as any
          other relevant equitable considerations, including the failure to give
          the notice required under such  subsections.  The relative fault shall
          be determined by reference to, among other things,  whether the untrue
          or alleged untrue  statement of a material fact relates to information
          supplied by the Company on the one hand,  or the Holder,  on the other
          hand,  and  the  parties'  relative  intent,   knowledge,   access  to
          information  and  opportunity  to correct or prevent such statement or
          omission.  The Company and the Holder  agree that it would not be just
          and equitable if  contribution  pursuant to this  subsection  (d) were
          determined by PRO RATA allocation or by any other method of allocation
          which did not take account of the equitable considerations referred to
          above  in  this   subsection.   No   person   guilty   of   fraudulent
          misrepresentations  (within  the  meaning  of  Section  11(f)  of  the
          Securities Act), shall be entitled to contribution from any person who
          is not guilty of such fraudulent misrepresentation.

               e. The  obligations  of the  Company and the Holder or Holders of
          Registrable  Stock under this Section shall survive the  completion of
          any offering of Registrable  Stock in a registration  statement  under
          this Agreement.

          10.  SUCCESSORS AND ASSIGNS.  The registration  rights provided herein
     may be  transferred  by the Holder,  provided that (a) the Company is given
     written  notice  thereof,  (b) the  transfer  (i) is in  connection  with a
     transfer  of all  securities  of the Company  held by the  Holder,  or (ii)
     involves a transfer of at least  200,000  shares of  Registrable  Stock (as

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<PAGE>
     appropriately  adjusted  for stock  splits  and the  like),  or (iii) is to
     constituent partners or shareholders of the Holder who agree to act through
     a single representative and (c) the transferee enters into a counterpart of
     this  Agreement  and  agrees  to be bound by the  provisions  hereof.  This
     Agreement  shall inure to the benefit of and be enforceable at any time and
     from  time to time by any  Holder  or  Holders  of any  Registrable  Stock,
     whether  so  expressed  in  this  Agreement  or  not,   provided  that  the
     termination of registration  rights in respect of any shares of Registrable
     Stock by reason of the terms of this  Agreement  shall be binding  upon any
     transferee of such shares,  and, in the event such  termination  applies to
     only a portion of the shares of  Registrable  Stock at the time held by any
     Holder thereof, in the absence of contrary agreement between the Holder and
     any  transferee  of such shares,  upon the transfer of less than all of the
     shares by the Holder after such  termination,  such termination shall apply
     PRO RATA to the  shares  so  transferred  and the  shares  retained  by the
     Holder, or any subsequent  transferee.  Upon the request of any the Holder,
     the  Company  will  confirm in writing to any  transferee  of the  Holder's
     Registrable  Stock the  Company's  continuing  obligation  to  afford  such
     transferee  the  benefits  of the  Company's  covenants  contained  in this
     Agreement,  but no failure of the Company to confirm such obligations shall
     in any way impair such transferee's rights under this Agreement.

          11.  AMENDMENTS AND WAIVERS.  This  Agreement may be amended,  and the
     Company may take any action  herein  prohibited  or omit to perform any act
     herein  required to be  performed  by it,  only if the  Company  shall have
     obtained the written  consent of each Holder to such  amendment,  action or
     omission to act. Any amendment to this Agreement shall be in writing signed
     by all the parties hereto.

          12. NOMINEES FOR BENEFICIAL  OWNERS. In the event that any Registrable
     Stock is held by a nominee for the beneficial owner thereof, the beneficial
     owner  thereof  may,  at its  election,  be  treated  as the Holder of such
     Registrable Stock for purposes of any request or other action by the Holder
     pursuant to this Investor Rights Agreement.  If the beneficial owner of any
     Registrable Stock elects to be treated as the Holder for such purposes, the
     Company  may  require  assurances  reasonably  satisfactory  to it of  such
     owner's beneficial ownership of such Registrable Stock.

          13. RIGHT TO PARTICIPATE IN CERTAIN SALES OF ADDITIONAL Securities.

               (a) The Company  agrees that it will not sell or issue any shares
          of capital stock of the Company, or other securities  convertible into
          or exchangeable for capital stock of the Company, or options, warrants
          or rights carrying any rights to purchase capital stock of the Company
          (the "Offered  Securities")  unless the Company first submits  written
          notice (the "Preemptive  Rights Notice") to the Holder identifying the
          terms of the  proposed  sale  (including  price,  number or  aggregate
          principal  amount of securities  and all other  material  terms),  and
          offers  to the  Holder  the  opportunity  to  purchase  its  Pro  Rata
          Allotment  (as  hereinafter  defined) of the  securities  on terms and
          conditions,  including  price,  not less favorable than those on which
          the  Company  proposes  to sell such  securities  to a third  party or
          parties.  The  Company's  offer to the Holder  shall  remain  open and
          irrevocable  for a period of thirty  (30) days  during  which time the
          Holder may accept such offer by written notice to the Company  setting
          forth the maximum number of shares or other securities to be purchased
          by the Holder.  Any  securities  so offered which are not purchased by
          the Holder pursuant to such offer may be sold by the Company, but only
          on the terms and  conditions  set  forth in the  initial  offer to the
          Holder at any time within 120 days  following the  termination  of the
          above-referenced  30-day  period.  The  closing  of  the  sale  of the
          securities  to the Holder  shall be subject to the closing of the sale
          of the remaining Offered  Securities.  For purposes of this Agreement,
          the Holder's  Pro Rata  Allotment  with respect to Offered  Securities
          shall be equal to the total number of such Offered Securities proposed
          to be issued by the Company multiplied by a fraction, the numerator of
          which is the number of Shares  (determined  on an  as-converted  basis
          into the Company's Common Stock) owned by the Holder immediately prior

                                       9
<PAGE>
          to the issuance of such Offered  Securities,  and the  denominator  of
          which is the  total  number of  Shares  of  Common  Stock  outstanding
          immediately prior to the issuance of such Offered Securities.

               (b) Notwithstanding the foregoing, the right to purchase shall be
          inapplicable  with respect to any issuance or proposed issuance by the
          Company of (i) shares of Common Stock  issued to officers,  directors,
          employees  or  consultants  of the  Company  pursuant  to any  Company
          incentive  plan or upon the exercise of options or other rights issued
          to such officers, directors,  employees or consultants pursuant to any
          Company  incentive  plan or any successor  plan  thereto,  (ii) Common
          Stock issued upon  conversion  of any preferred  stock or  convertible
          debentures issued by the Company,  and existing as of the date of this
          Agreement,  (iii)  securities  as a result of any stock  split,  stock
          dividend,  reclassification  or reorganization of the Company's stock,
          and (iv)  Common  Stock  issued  upon  conversion  of any  options  or
          warrants existing as of the date of this Agreement.

               (c) The  rights of the  Holder  set forth in this  Section 13 are
          transferable  to each  transferee  of Shares of  capital  stock of the
          Company  hereunder.  Each such  subsequent  holder of such Shares must
          consent  in writing  to be bound by the terms and  conditions  of this
          Agreement in order to acquire the rights granted hereunder.

          14. INFORMATION AND PROTECTIVE COVENANTS.

               (a) The Company will maintain a comparative system of accounts in
          accordance with generally accepted  accounting  principles,  keep full
          and complete financial records and furnish to the Holder the following
          reports: (i) within 120 days after the end of each fiscal year, a copy
          of the consolidated balance sheet of the Company as at the end of such
          year,  together with a  consolidated  statement of income and retained
          earnings  of the  Company  for such year,  audited  and  certified  by
          independent  public   accountants  of  recognized   national  standing
          reasonably  satisfactory  to the Holder,  prepared in accordance  with
          generally accepted accounting  principles  consistently  applied; (ii)
          within  45 days  after  the end of each  quarter  commencing  with the
          quarter  ending  December 31, 2000, a consolidated  unaudited  balance
          sheet of the Company as at the end of such quarter and a  consolidated
          unaudited  statement of income and  retained  earnings for the Company
          for such quarter and for the year to date;  (iii) within 30 days after
          the end of each month  commencing  with the month  ending  October 31,
          2000, a consolidated  unaudited balance sheet of the Company as at the
          end of such month and an  unaudited  statement  of income and retained
          earnings for the Company for such month and for the year to date, each
          of the foregoing  balance sheets and statements of income and retained
          earnings to set forth in comparative  form the  corresponding  figures
          for the prior  fiscal  period  and the  fiscal  year end budget and to
          include a brief written  discussion and analysis by management of such
          annual financial statements; and (iv) such other financial information
          as the Holder may reasonably request,  including,  without limitation,
          certificates  of  the  principal  financial  officer  of  the  Company
          concerning  compliance  with the  covenants of the Company  under this
          Section 14.

               (b) All  transactions by and between the Company and any officer,
          employee,   director  or   stockholder   of  the  Company  or  persons
          controlling,  controlled  by, under  common  control with or otherwise
          affiliated with such officer, employee,  director or stockholder shall
          be  conducted  on an  arm's-length  basis,  and  shall be on terms and
          conditions  no less  favorable  to the Company  than could be obtained
          from nonrelated persons.

               (c) The Company  shall,  upon the written  request of the Holder,
          provide to the Holder and to any prospective  institutional transferee
          of any shares  designated  by the  Holder,  such  financial  and other

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<PAGE>
          information  as is  available to the Company or can be obtained by the
          Company  without  material  expense and as such Holder may  reasonably
          determine  is  required  to permit  such  transfer  to comply with the
          requirements of Rule 144A promulgated under the Act.

               (d) The  Company  will  ensure  that  meetings  of the  Board  of
          Directors  are held at least twice each year at  intervals of not more
          than six  months.  The  Company  shall  pay such  Directors  for their
          reasonable travel and other reasonable expenses incurred in connection
          with attending such meetings.  The Company's Articles of Incorporation
          and By-Laws will provide for  exculpation and  indemnification  of the
          directors  and  limitations  on the  liability of the directors to the
          fullest extent permitted under applicable state law.

               (e) The  Company  will  furnish to the  Holder,  upon  reasonable
          notice,  reasonable  information  regarding  its business  and, at all
          reasonable  times during the Company's  normal business hours and upon
          reasonable notice and as often as the Holder shall reasonably request,
          permit any authorized representative designated by the Holder to visit
          and inspect  any of its  properties,  including  its books and records
          (and to make  copies and  extracts  therefrom),  and to discuss  their
          affairs, finances and accounts with their officers.

               (f) The  Company  agrees that it will not enter into or amend any
          agreement,  contract, commitment or understanding which would restrict
          or prohibit the  exercise by the Holder of any of the Holder's  rights
          under this  Agreement  or any of the other  documents,  agreements  or
          instruments contemplated hereunder.

          15.  CONVERSION TO PREFERRED  STOCK. If, at any time after the date of
     this  Agreement,  the Company shall issue any series of preferred  stock to
     any person or entity,  then the Holder shall  immediately have the right to
     elect to  convert  all or any part of its  shares of the  Company's  common
     stock into  shares of  preferred  stock of the same  series and on the same
     terms and conditions as the Company  proposes to issue  preferred  stock to
     any other person or entity. The Company shall give the Holder not less than
     30 days advance  notice prior to the time that it shall issue any preferred
     stock to any party  and the  Holders  may at any time  during  such  30-day
     period  elect to convert  all or any  portion of its Shares  into shares of
     preferred stock upon the terms and conditions which the Company proposes to
     issue preferred stock to any other person or entity.  This right shall be a
     continuing  right in the  Holder and shall  apply to all  future  series of
     preferred  shares which the Company proposes to issue so long as the Holder
     shall own any of the shares issued or to be issued in  connection  with the
     Purchase  Agreement.  For purposes of the  conversion,  the Holder's shares
     shall be valued  based upon the fair market value of the  Company's  common
     stock at the time of the  issuance of the  preferred  stock into which such
     shares will be converted.

          16.  NOTICES.  Notices and other  communications  under this Agreement
     shall be in writing and shall be sent by registered mail,  postage prepaid,
     addressed

               a. If to the Holder, at the address shown on the stock or warrant
          transfer  books of the  Company  unless  the Holder  has  advised  the
          Company in writing of a different address as to which notices shall be
          sent under this Investor Rights Agreement, and

               b. If to the  Company,  at  15695  North  83rd  Way,  Scottsdale,
          Arizona  85260 to the  attention  of the  President,  or to such other
          address as the Company shall have furnished to each Holder.

               Any such  notices  of  change  in  address  of any  Holder or the
          Company shall be given in accordance with this Agreement.

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<PAGE>
          17. MISCELLANEOUS.

               a. ENTIRE AGREEMENT.  This Agreement,  together with the Purchase
          Agreement and the other agreements and documents contemplated thereby,
          embodies the entire  agreement and  understanding  between the Company
          and the other parties hereto with respect to the subject matter hereof
          and supersedes all prior and contemporaneous agreements, negotiations,
          correspondence,   undertakings,   communications   and  understandings
          relating to the subject matter hereof.

               b. GOVERNING  LAW. This  Agreement and all questions  relating to
          its validity,  interpretation,  performance and  enforcement  shall be
          construed in accordance with Utah law.

               c.  HEADINGS.  The headings in this Agreement are for purposes of
          reference  only and shall not limit or  otherwise  affect the  meaning
          hereof.

               d. COUNTERPARTS.  This Agreement may be executed in any number of
          counterparts,  each of which shall be an original, with the same force
          and effect as if the signatures  thereto and hereto were upon the same
          instrument.  This  Agreement  shall become  effective  when each party
          hereto shall have  received  counterparts  hereof  signed by the other
          parties hereto;  provided,  however, that the Company's agreement with
          each of the Holders in this  Agreement is a separate  agreement and is
          not  contingent  upon the  execution  hereof  by other  parties.  This
          Agreement may be executed by facsimile signatures,  each of which will
          be deemed an original.

               e.  ATTORNEYS'  FEES.  In  the  event  that  any  action,   suit,
          litigation,  arbitration,  or proceeding is brought by any party under
          this Agreement to enforce or construe any of the terms, the party that
          prevails by enforcing this Agreement shall be entitled to recover,  in
          addition to all other  amounts and relief,  its  reasonable  costs and
          attorneys'  fees  incurred  in  connection  with  such  action,  suit,
          litigation, arbitration, claim or proceeding.

                                       12
<PAGE>
     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
and delivered by their respective  officers  thereunto duly authorized as of the
date 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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