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                          LINUX GLOBAL PARTNERS, INC.

                                     PUT

         To Purchase Ximian, Inc. Series A Convertible Preferred Stock
                              From Medicore, Inc.

                                                      Dated: January 24, 2003

     WHEREAS, Linux Global Partners, Inc. ("LGP") had invested in Ximian,
Inc. ("Ximian," formerly Helix Code, Inc.), having acquired 823,163 shares of
series A convertible preferred stock, which subsequent to Ximian's stock
split became 4,115,815 shares of series A convertible preferred stock (the
"Put Shares");

     WHEREAS, LGP borrowed $2,250,000.00 from Medicore, Inc. (the
"Putholder") from January 27, 2000 through November 27, 2002, under an
Investment and Loan Agreement and Secured Promissory Note, as amended from
time to time, at an interest rate of 10% per annum, and related loan and
security agreements (the "Loan Documents," which term includes the financing
statements filed for the Collateral (as defined below)), which indebtedness
together with accrued interest amounts to an aggregate of $2,813,930,
representing $2,250,000 in principal and $528,930 in accrued interest as of
the date of the expiration of Ximian's, its Founders' and Investors' rights
of first refusal to purchase the Put Shares, if any of them so desire,
inclusive of costs of collection, including counsel fees, estimated at
approximately $35,000, without consideration of any potential litigation
(the "Indebtedness"), which, if such occurs, will be added to the
Indebtedness;

     WHEREAS, LGP secured its Indebtedness to the Putholder with all of LGP's
right, title and interest, investments in and security interests of the Put
Shares, Linux Utility Company, GNU Money, Inc., TreLos, Inc., Heimdall,
Codeweavers, Inc., KT Tech, Linux Magazines, and any other entity,
corporation and business in which LGP shall have or obtain any such right,
title and interest of any kind; all instruments, documents, securities, and
the proceeds of any of the foregoing, owned by LGP or in which it has or may
hereafter acquire an interest; all ledger sheets, files, records, documents,
blueprints, drawings and instruments (including, without limitation, computer
programs, tapes and related electronic data processing software) evidencing
an interest in or relating to the foregoing; and all proceeds and products of
the collateral described above, including, without limitation, all claims
against third parties for damage to or loss or destruction of any of the
foregoing, including insurance proceeds, and accounts, contract rights,
chattel paper and general intangibles arising out of any sale, lease or other
disposition of any of the foregoing (the "Collateral"), and for which
Collateral the Putholder filed a UCC-1 financing statement ("UCC-1") as a
priority secured creditor;

     WHEREAS, LGP, subsequent to the borrowing of the Indebtedness and
execution of the Loan Documents and execution of the UCC-1 for the
Collateral, proceeded to execute a variety of agreements with Ximian relating
to its investment in that company, representing it had no commitment to
dispose of and agreeing to restrictions on transfer of the Put Shares, as
well as providing Ximian and its Founders and Investors as defined in the
Ximian investment agreements with rights of first refusal and co-sale
rights relating to the Put Shares;

     WHEREAS, LPG has defaulted under the Loan Documents, compelling the
Putholder to offer the Put Shares for sale at a properly noticed public
action in an attempt to satisfy LGP's Indebtedness to the Putholder;

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     WHEREAS, LGP, through its investment agreements with Ximian, has
wrongfully impaired Putholder's ability to enforce its rights and remedies as
holder of a first and best security interest in the Collateral, and in
particular with respect to the Put Shares, which conduct may wrongfully
depress the value realizable upon Putholder's sale of the Put Shares;

     WHEREAS, LGP's actions may therefore cause Putholder to bid for and
acquire the Put Shares to satisfy the Indebtedness which Put Shares may
thereby have a substantially lower value than as represented by LGP and as
the Indebtedness, and to avoid further damages to LGP and the Putholder; and

     WHEREAS, to avoid the expense, effort and time involved in a litigation
relating to wrongful conduct of LGP with respect to its borrowings from the
Putholder, the Indebtedness, and its investment in and investment agreements
with Ximian, and to avoid substantial damages to the Putholder, the parties
are entering into this Put.

     NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the avoidance of litigation as provided in the WHEREAS clauses,
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto intending to be legally bound, enter
into this Put and agree as follows.

     1.  Incorporation of WHEREAS Clauses.  All of the WHEREAS clauses are
incorporated in this Section 1 as if set forth herein in full, and are
intended to be substantive portions of this Put.

     2.  Put.  Putholder is entitled, to the extent it has acquired the Put
Shares to satisfy the Indebtedness due it from LGP, to require LGP during the
Exercise Period (as defined below) to purchase and LGP agrees to purchase the
Put Shares for an aggregate of $3,100,000, or any portion of the Put Shares
as the Putholder, at its discretion, may determine to sell to LGP, at $.753
per Put Share, subject to adjustment from time to time pursuant to the
provisions of this Put (the "Purchase Price"), in lawful money of the United
States of America.

     3.  Collateral.  Simultaneously with the execution of this Put, LGP
continues its pledge of and the security interest in the Collateral,
exclusive of the Put Shares now owned by the Putholder, in favor of the
Putholder as reflected in the UCC-1 in order to secure the Purchase Price and
the performance of the obligations of LGP under this Put.  The Collateral,
exclusive of the Put Shares, is more particularly delineated in the third
WHEREAS clause, and is incorporated in this Section 3 as if set forth herein
in full.

     4.  Exercise Period.  The Put may be exercised at any time and from time
to time for a period of 60 days from 12 months from the date of this Put,
which exercise period shall commence on January 25, 2004 and end at the close
of business on March 24, 2004 (the "Exercise Period").

     5.  Exercise of Put.

         5.01  Exercise.  Pursuant to the terms and conditions of this Put,
the Putholder may exercise the Put in whole or in part by providing written
notice to LGP and by delivering the Put to LGP.  Within five days after
receipt of such written notice, LGP shall deliver to the Putholder a
certified check, a bank cashier's check, or funds by wire transfer to a bank
account designated by the Putholder, in an amount equal to the then aggregate
Purchase Price for the Put Shares Put to and being purchased by LGP, and if
by certified or bank check, at the Putholder's principal office, 777 Terrace
Avenue, Hasbrouck Heights, NJ 07604.  The Putholder shall simultaneously
execute or cause to be executed and delivered to LGP a stock power or stock
powers with signatures guaranteed, together with the original certificate or
certificates representing the aggregate number of Put Shares specified in
said notice of election.  If this

<PAGE>

Put shall have been exercised only in part, LGP shall deliver to the
Putholder a new Put evidencing the rights of such Putholder to require LGP to
purchase the remaining Put Shares covered by this Put.

         5.02  Acknowledgement of Rights.  LGP will, upon request of the
Putholder, acknowledge in writing its continuing obligation in respect of any
rights to which such Putholder shall be entitled; provided that the failure
of such Putholder to make any such request shall not affect the continuing
obligation of LGP to such Putholder in respect of such rights.

         5.03  Character of Put Shares.  All Put Shares transferred upon the
exercise of this Put shall be free and clear of all liens, claims or
encumbrances whatsoever, other than limitations and restrictions imposed by
the federal and state securities laws, or other limitations and restrictions
imposed by virtue of the investment and related agreements between LGP and
Ximian, or otherwise imposed by third parties without any action by or fault
of the Putholder.

     6.  Exchange and Replacement.  This Put is exchangeable upon the
surrender hereof by the registered holder to LGP at its office or agency
described in Section 10, for new Puts of like tenor and date representing in
the aggregate the right to require LGP to purchase the number of Put Shares
purchasable hereunder, each of such new Puts to represent the right to
purchase such number of Put Shares as shall be designated by said registered
holder at the time of surrender.  Upon receipt by LGP of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Put,
and, in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to LGP, and upon surrender and cancellation of this
Put, if mutilated, LGP will make and deliver a new Put of like tenor, in lieu
of this Put.  This Put shall be promptly cancelled by LGP upon the surrender
hereof in connection with any exchange, transfer or replacement.

     7.  Anti-Dilution Provisions.

         7.01  Adjustment of Purchase Price.  The Purchase Price shall be
subject to adjustment from time to time as hereinafter provided.  Upon each
adjustment of the Purchase Price, the Putholder shall be entitled to require
LGP to purchase from the Putholder, at the Purchase Price resulting from such
adjustment, the number of Put Shares (calculated to the nearest whole share)
obtained by multiplying the Purchase Price in effect immediately prior to
such adjustment by the number of Put Shares purchasable pursuant hereto
immediately prior to such adjustment and dividing the product thereof by the
Purchase Price resulting from such adjustment.

         7.02  Stock Splits and Reverse Splits.  In case at any time Ximian
shall subdivide its outstanding class of preferred which are the same class
as the Put Shares into a greater number of shares, the Purchase Price in
effect immediately prior to such subdivision shall be proportionately reduced
and the number of Put Shares purchasable pursuant to this Put immediately
prior to such subdivision shall be proportionately increased, and conversely,
in case at any time Ximian shall combine its outstanding class of preferred
which are the same class as the Put Shares into a smaller number of shares,
the Purchase Price in effect immediately prior to such combination shall be
proportionately increased and the number of Put Shares purchasable upon the
exercise of this Put immediately prior to such combination shall be
proportionately reduced.  Similar adjustments shall be made to the Put for
any recapitalizations, dividends or other reorganizations by Ximian.

     8.  Special Agreements of LGP.  LGP covenants and agrees that:

         8.01  Will Avoid Certain Actions.  LGP will not, by amendment of its
articles of incorporation, by-laws, or through any reorganization, transfer
of assets, consolidation, merger, issue or sale of securities or otherwise,
avoid or take any action which would have the effect of avoiding the

<PAGE>

observance or performance of any of the terms to be observed or performed
hereunder by LGP, but will at all times in good faith assist in carrying out
all of the provisions of this Put and in taking all of such action as may be
necessary or appropriate in order to protect the rights of the holders of
this Put against any impairment.

         8.02  Will Bind Successors.  This Put shall be binding upon any
person succeeding to LGP by merger, consolidation or acquisition of all or
substantially all of LGP's assets or otherwise.

     9.  Severability.  Any term, provision, covenant or restriction
contained in this Put held by a court of competent jurisdiction to be
invalid, void or unenforceable, shall be ineffective to the extent of such
invalidity, voidness or unenforceability, but neither the remaining terms,
provisions, covenants or restrictions contained in this Put nor the validity
or enforceability thereof shall be affected or impaired thereby.  Any term,
provision, covenant or restriction contained in this Put that is found to be
so broad as to be unenforceable shall be interpreted to be as broad as is
enforceable.

     10.  Notices.  Any notice required or permitted to be given in this Put
shall be in writing and shall be deemed to be properly given when sent by
registered or certified mail, return receipt requested, by Federal Express,
DHL, or other guaranteed overnight delivery service, or by facsimile
transmission or by confirmed email, addressed as follows:

         If to LGP:       Linux Global Partners, Inc.
                          41-51 East 11th Street, 11th Floor
                          New York, NY 10003
                          Attn: Frederick H. Berenstein, Co-Chairman

         With copies to:



         If to Putholder: Medicore, Inc.
                          777 Terrace Avenue
                          Hasbrouck Heights, NJ 07604
                          Attn: Thomas K. Langbein, Chairman of the Board,
                                CEO and President

         With copies to:  Lawrence E. Jaffe, Esq.
                          777 Terrace Avenue
                          Hasbrouck Heights, NJ 07604

or as to any of the foregoing, to such other address as any such party may
give the others notice of pursuant to this Section 10, provided that a change
of address shall only be effective upon receipt.

     All notices, requests and other communications hereunder shall be deemed
to have been received (i) if by hand, at the time of delivery thereof to the
receiving party at the address of such party as set forth above or as so
designated, (ii) if made by telecopy, facsimile, transmission or email, at
the time the receipt thereof has been acknowledged by electronic confirmation
or otherwise, (iii) if sent by overnight courier, on the next business day
following the day such notice is delivered to the courier service, or (iv) if
sent by registered or certified mail, on the fifth business day following the
day such mailing is made.

     11.  Remedies.  In the event LGP fails to complete the purchase of the
Put Shares to which this Put relates in accordance with the terms hereof, the
Putholder shall have all rights at law or in equity

<PAGE>

to which the Putholder may be entitled, including, but not limited to, the
right of the Putholder to levy and otherwise exercise upon the Collateral in
which the Putholder then has a security interest.

     Further, the parties hereto agree that if for any reason either the
Putholder or LGP shall have failed to perform their respective obligations
under this Put, then either party hereto seeking to enforce this Put against
such non-performing party shall be entitled to specific performance and
injunctive and other equitable relief, and the parties further agree to waive
any requirement for the securing or posting of any bond in connection with
the obtaining of any such injunctive or equitable relief.  This provision for
specific performance is without prejudice or any other rights that either
party to this Put may have against the other party, or any failure to perform
its obligations under this Put.

     12.  Indemnity.  LGP hereby agrees to indemnify the Putholder and hold
the Putholder harmless of and from any and all costs, expenses, liabilities,
claims, actions and causes of action, including reasonable attorneys fees
incurred in connection therewith, or arising out of this Put or Putholder's
enforcement of the terms and obligations hereof; provided, however, that any
such cost, expense, liability, action, claim, loss or other matter is not the
result of the material breach by the Putholder of any of the terms and
conditions contained in this Put.

     13.  Miscellaneous.

          13.01  Governing Law.  This Put shall be governed by, and construed
in accordance with, the substantive laws of the State of New Jersey (without
regard to conflict of laws provisions).

          13.02  Expenses.  Otherwise than as provided for in this Put, each
of the parties shall pay their own costs and expenses incurred by it or on
its behalf in connection with the transactions contemplated hereunder,
including fees and expenses of its own financial consultants, investment
bankers, accountants and counsel.

          13.03.  Entire Agreement.  Except as otherwise expressed or
provided in this Put, this Put contains the entire agreement between the
parties with respect to the subject matter contemplated in this Put, and
supersedes all prior arrangements or understandings with respect thereto,
written or oral.

          13.04  Successors; Third Party Beneficiaries.  The terms and
conditions of this Put shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and permitted assigns.
Nothing in this Put, express or implied, is intended to confer upon any
party, other than the parties hereto and any Putholder, and their respective
successors and assigns, any rights, remedies, allegations, or liabilities
under or by reason of this Put, except as expressly provided herein.

          13.05  Waivers; Amendments.  No waiver of any right hereunder by
any party shall operate as a waiver of any other right, or of the same right
with respect to any subsequent occasion for its exercise, or of any right to
damages or specific performance.  No waiver by any party of any breach of
this Put shall be held to constitute a waiver of any other breach or a
continuation of the same breach.  All remedies provided by this Put are in
addition to all other remedies provided by law.  Any provision of this Put
may be waived at any time by the party that is entitled to the benefits of
such provision.  This Put may not be modified, amended or altered, or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto.

          13.06  Counterparts.  This Put may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

<PAGE>

          13.07  Headings.  Headings in this Put are included for reference
only, and shall have no effect upon the construction or interpretation of
any part of this Put.

     14.  Authorization.  LGP has all the requisite right, power, legal
capacity and authority, individual, corporate and otherwise, to enter into
this Put and to assume and perform its obligations hereunder.  The execution
and delivery of this Put and the performance by LGP of its obligations
hereunder have been duly authorized by its board of directors, and this Put
is a binding and enforceable Put of LGP according to its terms.  The
execution, delivery and performance of this Put by LGP will not result in any
violation of and will not conflict with, or result in any breach of any of
the terms of or constitute a default under, or constitute an event which with
notice or the passage of time or both would constitute a default under, any
provision of any law to which LGP is subject, any of its articles of
incorporation and by-laws, or any mortgage, indenture, agreement, instrument,
judgment, decree, or rule or resolution or other restriction to which LGP or
the Collateral or its properties are subject or otherwise bound.

     No action, approval, consent or authorization, including but not limited
to any action, approval or consent of any shareholder, noteholder, partner,
or order of any court or governmental agency, commission, board, bureau or
instrumentality, otherwise than as specifically provided in this Put, is
necessary in order to constitute this Put as a valid, binding and enforceable
obligation of LGP in accordance with its terms.

     IN WITNESS WHEREOF, LGP has caused this Put to be signed by its duly
authorized officers under its corporate seal, attested by its duly authorized
officer, as of the date first above written.


ATTEST:                                LINUX GLOBAL PARTNERS, INC.,
                                       a Delaware Corporation

/s/                                       /S/ Frederick H. Berenstein
----------------------------------     By:-----------------------------------
Name:                                     FREDERICK H. BERENSTEIN,
Title:                                    Co-Chairman

/s/                                       /s/ Wm. Jay Roseman
----------------------------------     By:-----------------------------------
Name:                                     WM. JAY ROSEMAN, Co-Chairman
Title:

                                                             [CORPORATE SEAL]





7



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