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SETTLEMENT AGREEMENT

THIS SETTLEMENT AGREEMENT is entered into this 18th day of August, 1998, by,
between, and among Novell, Inc., Jeffrey V. Merkey, Darren Major, Larry Angus, and Timpanogas
Research Group, Inc.

RECITALS

1. Novell, Inc. ("Novell") filed a civil action styled as Novell. Inc. v. Wolf Mountain Group,
   Inc., Jeff V. Merkey, Darren Major, and Larry Angus Civil No. 970400339, in the Fourth
   Judicial District Court of Utah county, State of Utah (hereinafter the "Trade Secret
   Litigation") claiming among other things that the named defendants had misappropriated
   Novell trade secrets, breached contacts with Novell, and breached fiduciary duties to
   Novell.
2. Timpanogas Research Group, Inc. (formerly known as Wolf Mountain Group, Inc.), Jeffrey
   V. Merkey, Darren Major and Larry Angus are the defendants in the Trade Secret Litigation
   (hereinafter the "Trade Secret Defendants").
3. On April 29, 1997, Novell obtained a Temporary Restraining Order against the Trade
   Secret Defendants, enjoining them from engaging in various activities deemed by the Court
   to interfere with Novell's trade secrets and rights. By stipulation of the parties and order of
   the Court, that Temporary Restraining Order remained effective until the Court ruled on
   Novell's Motion for Preliminary Injunction.
4. The Trade Secret Defendants filed a counterclaim against Novell in the Trade Secret
   Litigation, alleging among other claims, claims of defamation, conversion, and unfair
   competition (hereinafter the "Counterclaim").
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5. On. April 1, 1998, the Court entered a Preliminary Injunction against the Trade Secret
   Defendants enjoining them from engaging in various activities deemed by the Court to
   interfere with Novell's trade secrets and rights. That Preliminary Injunction expires by its
   terms on October 31, 1998.
6. Jeffrey V. Merkey filed a civil action styled as Jeff V. Merkey v. Novell. Inc., Civil No.
   2:98CV311B, in the United States District Court, District of Utah (the "Sexual Harassment
   Litigation"), claiming that Novell sexually harassed Mr. Merkey, and later retaliated against
   him for his complaints of sexual harassment.
7. Novell is the sole defendant in the Sexual Harassment Litigation.
8. The parties in the Trade Secret Litigation and the Sexual Harassment Litigation desire to
   compromise and settle the Trade Secret Litigation, the Counterclaim, and the Sexual
   Harassment Litigation without further litigation.

I. AGREEMENT

In consideration of the mutual promises set forth below and with the intent of being legally
bound, the parties hereto agree as follows:

1. Permanent Injunction. The parties shall sign and submit to the Fourth Judicial District
   Court of Utah County (the "Court") the Stipulation for Permanent Injunction in the form
   attached hereto as Exhibit A, together with the Permanent Injunction in the form attached
   hereto as Exhibit A-1. The Permanent Injunction may and should be entered by the Court,
   permanently enjoining the Trade Secret Defendants, including the officers, directors,
   employees, parent corporations, subsidiaries, and affiliates of Timpanogas Research Group,
   Inc. (1) from using, disclosing, transferring, possessing, copying, modifying or in any way
   
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   utilizing Novell's Wolf Mountain Source Code, as hereinafter defined, comprising any
   feature or component of the Wolf Mountain technologies; and (2) from using, disclosing,
   transferring, possessing,. copying, modifying or in any way utilizing Novell's NetWare
   Source Code, as hereinafter defined. Said Permanent Injunction shall become effective
   immediately upon the expiration of the Preliminary Injunction on October 31, 1998.
   
   "Wolf Mountain Source Code" is defined as source code relined to Novell's Wolf
   Mountain technologies that was developed by defendants while employed by Novell on the
   Wolf Mountain Project, or that defendants did not,develop but had access to as a result of
   their employment by Novell.
   
   "NetWare Source Code" is defined as source code related to the NetWare operating
   System that was developed by Novell, or others on Novell's behalf or by defendants while
   employed by Novell.

2. Protective Order The Protective Order issued by Judge Schofield in the Trade Secret
   Litigation on July 18, 1997, and attached hereto as Exhibit B, will remain in full force
   and effect and will continue to govern the actions of the parties hereto.
3. Press Release. Upon the execution of this Settlement Agreement the parties to this
   Settlement Agreement shall issue the mutual press release attached hereto as Exhibit C. All
   further communications by any party hereto with the press or public concerning the Trade
   Secret Litigation, the Counterclaim, and/or the Sexual Harassment Litigation, the facts
   underlying the Trade Secret Litigation, the Counterclaim, and/or the Sexual Harassment
   Litigation, or the terms of the settlement of the same, shall be limited to the response,
   "Beyond what we have stated in our press release, the terms and details of our settlement of
   these matters are confidential. We have no further comment on the litigation, the facts
   
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   underlying it or on the settlement:" Until such time, if ever, as all of the parties hereto shall
   jointly agree to a further mutual press release, all communications by the parties to the press
   or public concerning future dealings between the Trade Secret Defendants and. Novell shall
   be met with the response, "We are not inclined to speculate at this time about what, if any,
   business opportunities may evolve between the parties in the future." It shall not be a
   violation of this Settlement Agreement to refer members of the press or public, without
   further comment, to the public records on file at the state and federal courthouses in these
   matters. The parties further recognize and agree that a breach of this provision shall cause
   irreparable harm to the non-breaching party, entitling the non-breaching party to immediate
   injunctive relief in addition to other remedies provided by this Settlement Agreement.

4. Payment. The Trade Secret Defendants shall pay to Novell $200,000.00, plus simple
   interest of 8% per anum on this principle amount, for a grand total of $206,904.11, to be
   paid in three payments, each by cashier's check made payable to Novell, Inc., with such
   payments to be made at the following times and in the following amounts: (1) upon the
   execution of this Settlement Agreement, the sum of $50,000.00; (2) one hundred and eighty
   (180) days after execution of the Settlement Agreement, the sum of $105,917.8 1; and (3)
   two hundred and seventy (270) days after execution of the Settlement Agreement the sum
   of $50,986.30. In the event that the Trade Secret Defendants fail to make any of the three
   payments to Novell, in full and on or before the prescribed due dates, the parties agree that,
   in addition to any other remedies Novell may have in equity or at law, judgment in the
   amount of such shortfall may immediately be entered by the Court against the Trade Secret
   Defendants, and the parties further agree that satisfactory proof of the Trade Secret
   Defendants' failure to pay Novell according to the terms hereof may be made by
   
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   submission of an affidavit by a representative of Novell to the Court to that effect.
5. Audit Rights. At its sole discretion, and at any time during the two (2) years following the
   execution of this Settlement Agreement, Novell. shall have the right to conduct three (3)
   audits of the records and source code of defendant Timpanogas Research Group, Inc. and
   any other entity which the Trade Secret Defendants or any of them own, operate or control
   to determine whether the Trade Secret Defendants have violated the terms of the
   Preliminary Injunction (until its expiration) and/or the terms of the Permanent Injunction.
   Such audits shall be supervised by Novell's outside counsel and performed by an
   independent expert retained by Novell. and shall be conducted upon no less than five (5)
   days' written notice to the Trade Secret Defendants. Notwithstanding the foregoing, Novell
   shall conduct the first (1st) of the three (3) audits within three (3) months of the date of
   execution of this Settlement Agreement Novell agrees not to use for itself or others any
   proprietary information belonging to any of the Trade Secret Defendants obtained as a
   result of said audits.
6. Confidentiality.With the exception of the statements permitted under paragraph 3 above,
   the parties to tins Settlement. Agreement shall keep the terms of this Settlement
   Agreement and all settlement discussions connected hereto confidential. This
   confidentiality agreement includes, but is not limited to, an agreement that none of the
   Trade Secret Defiant, including the officers, directors, employees, parent corporations,
   subsidiaries, and affiliates of Timpanogas Research Group, Inc., will publicly discuss or
   comment upon (a) the amount paid by the Trade Secret Defendants to Novell, either in
   specific or approximate terms, (b) the patties' motivations and goals in settlement, (c) the
   scope of the Permanent Injunction as a measure of the extent or legitimacy of Novell's trade
   
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   secrets in Wolf Mountain, or (d) the scope of the Permanent Injunction as a measure of the
   validity of either side's position in the Trade Secret Litigation. The parties further
   recognize and agree that a breach of this provision shall cause irreparable harm to the non-
   breaching party, entitling the non-breaching party to immediate injunctive relief in addition
   to other remedies provided by this Settlement Agreement.
7. Liquidated Damages for Breach of the Press Release Or Confidentiality Agreements. Each
   breach of paragraph 3 or paragraph 6 of this Settlement Agreement by the Trade Secret
   Defendants, including the officers, directors, employees, parent corporations, subsidiaries,
   and affiliates of Timpanogas Research Group, Inc., will result in liquidated damages of
   $100,000.00. With respect to the foregoing amount, the parties acknowledge and agree that
   said amount is not intended by the parties to be, and does not constitute, a penalty or
   forfeiture. The parties further acknowledge and agree that the harm resulting from each
   breach by the Trade Secret Defendants, including the officers, directors, employees, parent
   corporations, subsidiaries, and affiliates of Timpanogas Research Group, Inc., of paragraph
   3 or paragraph 6 of this Settlement Agreement is. harm that is very difficult of accurate
   estimation and the foregoing amount constitutes a reasonable estimate or forecast of just
   compensation for the harm resulting from such breach. Nothing in this liquidated damages
   provision shall foreclose Novell, at its election, from attempting to prove actual damages in
   lieu of liquidated damages should the circumstances make proof of actual damages
   reasonable, and this liquidated damages provision shall in no way serve as a limitation on
   defendants' liability under this contract or otherwise.
8. Dismissal of Trade Secret Litigation. The Trade Secret Litigation and the Counterclaim
   shall be dismissed with prejudice, pursuant to the Stipulation for Dismissal and the Order of
   
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   Dismissal of Complaint and Counterclaim With Prejudice attached hereto as Exhibit D.
9. Dismissal of the Sexual Harassment Litigation. The Sexual Harassment Litigation shall be
   dismissed with prejudice, pursuant to the Stipulation for Dismissal and the Order of
   Dismissal attached hereto as Exhibit E.
10. Mutual General Release.
    
    1. For and in consideration of the covenants contained herein and other good and valuable
       consideration, the receipt and sufficiency of which is hereby acknowledged, Jeffrey V.
       Merkey, Darren Major, Larry Angus, and Timpanogas Research Group, Inc., (the
       "Releasing Defendants') their successors, assigns and affiliates, fully and forever
       release, acquit and discharge Novell and its successors, assigns and affiliates from any
       and all claims, demands, obligations, liabilities, causes of action, or any suits at law or
       equity whether known or unknown to them which they may have or which may accrue
       to them in the future against Novell by reason of any act or omission by Novell, or any
       officer, director, agent or employee of Novell, from any time prior hereto and until the
       date hereof, arising from any transaction, matter or thing involved, alleged or referred
       to or appearing directly or indirectly in the pleadings, discovery papers or any findings
       in the matters of Novell, Inc. v. Wolf Mountain Group, Inc., Jeff V. Merkey, Darren
       Major, and Larry Angus, Civil No. 970400339, in the Fourth Judicial District Court of
       Utah County, State of Utah, and Jeff V. Merkey v. Novell, Inc., Civil No. 2:98CV311B,
       in the United States District Court, District of Utah. Notwithstanding the foregoing, the
       Releasing Defendants do not release Novell from any liability that may arise from a
       breach of this Settlement Agreement.
    2. For and in consideration of the covenants contained herein and other good and valuable
       
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       consideration, the receipt and sufficiency of which is hereby acknowledged, Novell and
       its successors, assigns and affiliates, fully and forever releases, acquits and discharges
       Jeffrey V. Merkey, Darren Major, Larry Angus and Timpanogas Research. Group, Inc.
       (the Released Defendants) and their successors, assigns and affiliates from any and all
       claims, demands, obligations, liabilities, causes of action, or any suits at law or equity
       whether known or unknown to Novell which Novell may have or which may accrue to
       it in the future against Novell by reason of any act or omission by the Released
       Defendants from any time prior hereto and until the date hereof arising from any
       transaction, matter or thing involved, alleged or referred to or appearing directly or
       indirectly in the pleadings, discovery papers or any findings in the matters of Novell.
       Inc. v. Wolf Mountain Group, Inc., Jeff V. Merkey, Darren Major, and Larry Angus,
       Civil No. 970400339, in the Fourth Judicial District Court of Utah County, State of
       Utah, and Jeff V. Merkey v, Novell, Inc., Civil No. 2:98CV311B, in the United States
       District Court, District of Utah. Notwithstanding the foregoing, Novell does not release
       the Released Defendants from any liability that has arisen or may arise from a violation
       of the Preliminary Injunction, or any liability that may arise from. a violation of the
       Permanent Injunction to be entered by the Court, or any liability that may arise from a
       breach of this Settlement Agreement.
11. No Representations of Fact or Opinion. The parties hereto admit that this Settlement
    Agreement has been entered into freely and that no representations of fact or opinion have
    been made by any party or by anyone acting in any party's behalf to induce this Settlement
    Agreement with respect to the nature of their claims and/or damages.
12. Unenforceable Provisions. In the event that any part of this Settlement Agreement is held
    
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    to be invalid or unenforceable by a court of competent jurisdiction, the remaining parts
    hereof shall nevertheless continue to be valid and enforceable as though, the invalid or
    unenforceable parts had not been included herein.
13. Remedies. In addition to the remedies set forth, above, in the event of a breach of or default
    under this Settlement Agreement, the non-breaching party shall be entitled to monetary
    damages, injunctive relief and declaratory relief, and any other relief available as a matter of
    law or equity, as well as the further relief set forth, in paragraph, 14.
14. Attorneys' Fees. The parties hereto will assume and pay their own respective attorneys'
    fees and costs incurred in connection with the prosecution and defense of the Trade Secret
    Litigation, the Counterclaim, and the Sexual Harassment Litigation. In the event of a
    breach or default under this Settlement Agreement, the prevailing party shall be entitled to
    recover its reasonable attorneys' fees and costs.
15. Duplicate Originals. This Settlement Agreement has been executed in two original
    counterparts and each such counterpart shall be deemed. to constitute an original thereof
16. Integration Clause. The parties hereto stipulate that this Settlement Agreement, together
    with the documents attached as Exhibits A, A-1, B, C, D and E, is the final, complete and
    exclusive expression of their agreement This Settlement Agreement supersedes all prior
    oral or written agreements, if any, between the parties with respect to the subject matter
    contained herein. There. are no representations, arrangements or understandings, oral or
    written, between the parties that are not fully expressed herein. No alterations or other
    modifications of this Settlement Agreement shall be effective unless in writing and signed
    by all parties hereto.
17. Continuing Jurisdiction. The parties hereto stipulate that the Court shall retain jurisdiction
    
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    over this matter for the sole purposes of conducting proceedings, should such proceedings
    become necessary in the future, to: (1) enforce the Preliminary Injunction; (2) enforce the
    Permanent Injunction; (3) enforce the Protective Order dated July 18, 1997; and (4) enter
    judgment for plaintiff in the event of the default in payment of the settlement amount by
    the defendants.

NOVELL, INC.
[Signature]
By: David R. Bradford
Its: Sr. V-P
Dated: 8/18/98

TIMPANOGAS RESEARCH GROUP, INC.
[Signature] / [Signature]
By: Jeff Merkey / Darren Major
Its: CEO / President
Dated: 8/18/98

[Signature]
Jeff V Merkey
Dated: 8/18/98

[Signature]
Darren Major
Dated: 8/18/98

[Signature]
Larry Angus
Dated: 8/18/98