PEERLESS SYSTEMS CORP
BUSINESS DEVELOPMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.57
<SEQUENCE>36
<FILENAME>dex1057.txt
<DESCRIPTION>BUSINESS DEVELOPMENT AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.57

                         BUSINESS DEVELOPMENT AGREEMENT

                                     between

                                   AUCO, INC.

                                       and

                                  NOVELL, INC.

<PAGE>

                         BUSINESS DEVELOPMENT AGREEMENT
                                     between
                           NOVELL, INC. and AUCO, INC.

     This Business Development Agreement ("BDA"), having an effective date of
September 6, 1996 ("Effective Date") is agreed to by Auco, INC., a California
corporation with principal offices at 555 Twin Dolphin Drive, Suite 180, Redwood
City, California 94065 (hereinafter referred to as "Auco"), and NOVELL, INC.
(hereinafter referred to as "Novell"), a Delaware corporation with principal
offices at 122 East 1700 South, Provo, Utah 84606.

     1.   OVERVIEW Novell and Auco are interested in satisfying the needs of
their respective customers and in increasing the ease of use and
interoperability of Novell and Auco products. Novell and Auco have developed and
intend to continue to develop products to achieve such ease of use and
interoperability. Novell and Auco desire that this BDA establish terms and
conditions for use by them with regard to the development, licensing, sales or
other activities of such products.

          a.   Description of This BDA. This BDA contains terms and conditions
for all business transactions between Novell and Auco that are within its scope.
Novell and Auco intend that all individual business transactions that are within
the scope of this BDA be implemented through individual Statements of Work under
this BDA. This BDA, by itself, does not implement any business transaction and
does not create an obligation on either party to enter into any Statement of
Work or to develop, license, purchase or sell any product or service, or to
refrain from doing so.

     2.   DEFINITIONS. This BDA, and each of the Statements of Work,
incorporates by reference the definitions stated below.

          a.   Auco Code, Novell Code, or Third-Party Code shall mean Code in
which Auco, Novell, or a third party, respectively is the copyright owner.

          b.   Binary Code shall mean Code that loads and executes without
further processing by a software compiler or linker or that results when Source
Code is processed by a software compiler.

          c.   Change of Control shall mean when (1) any person or group (within
the meaning of Rule 13d-5 under the Securities Exchange Act as in effect on the
date hereof) shall come to own, directly or indirectly, beneficially or of
record, voting securities representing more than 50% of the total voting power
of one of the parties, (2) or one of the parties becomes a subsidiary of some
third party.

          d.   Code shall mean computer programming code. Unless specifically
stated otherwise, Code shall include Binary Code and Source Code.

          e.   Deliverable shall mean any Materials procured or prepared by one
party under a Statement of Work for delivery to the other party. Whether or not
actually delivered to the other party, Deliverables shall in all cases include
all Code, Documentation, media and other objects identified as Deliverables in
the Statement of Work.

<PAGE>

                                                               BDA No.


          f.   Derivative Work shall mean a work that is based on one or more
preexisting works (such as a revision, enhancement, modification, translation,
abridgement, condensation, expansion, or any other form in which such
preexisting work may be recast, transformed, or adapted) and that, if prepared
without authorization of the copyright owner of such preexisting work, would
constitute copyright of infringement under U.S. law.

          g.   Development Environment shall mean any non-commercially available
device, Code, Documentation, media or development tool (including compilers,
workbenches, tools, and higher-level or proprietary languages) that are used or
required by a party for the development, maintenance or implementation of any
Deliverable.

          h.   Documentation shall mean user manuals and other written materials
that relate to particular Code, including materials useful for design (for
example, logic manuals, flow charts, and principles of operation), and including
machine-readable text or graphic files subject to display or print-out.
Documentation shall include any Maintenance Modifications or Enhancements, in
existence from time to time, to prior Documentation and shall also include new
versions of prior Documentation.

          i.   Enhancements shall mean changes, additions or new releases, other
than Maintenance Modifications, to Code and to related Documentation that are
provided to existing end users without charge and that improve functions, add
new functions, or improve performance by changes to system design or coding.

          j.   Error shall mean a Code Error: a program function that is
described in a user Documentation or a Statement of Work but is omitted from the
Code, or a program function or user interface that does not operate or that
gives incorrect results when measured against its design specifications, or a
Documentation Error: a failure of the Documentation to accurately describe a
program function contained in a Statement of Work; or, a failure of the
Documentation to meet the requirements of the Statement of Work; or, a failure
of the Documentation to enable reasonably competent users to correctly operate
the associated Code.

          k.   General Availability and Generally Available shall mean, in the
case of Materials that are primarily made available under signed license
agreements, the date on which such Materials are made available under such
agreements; with respect to any other particular Material, the date that the
Material is made available to members of the general public.

          l.   Intellectual Property Rights Questionnaire or IPRQ shall mean the
form attached as Exhibit A hereto. The IPRQ is attached to this BDA as a form to
be completed only as required by individual SOW's.

          m.   Licensed Work shall mean any Materials that are licensed by one
party to the other party under a Statement of Work.

          n.   Level 1 Support shall mean technical support to provide marketing
and installation information for a Licensed Work and/or Future Release with the
intent to resolve customer calls. Level 1 Support shall not include technical
support designed to correct Errors.

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                                                                 BDA No.


          o.   Level 2 Support shall mean technical support to provide
installation and compatibility information for a Licensed Work with the intent
to resolve customer calls.

          p.   Level 3 Support shall mean technical support primarily designed
to correct Errors. Level 3 support shall not include either Level 2 or Level 1
Support.

          q.   Maintenance Modification shall mean any modification or revision
to Code or to Documentation, other than an Enhancement, that corrects an Error
or provides another incidental correction.

          r.   Materials shall mean Code, Documentation and other written
materials or tangible media (including machine-readable media with Code or
Documentation recorded thereon), or any combination of the foregoing. Auco
Materials, Novell Materials, or Third-Party Materials shall mean Materials in
which Auco, Novell, or a third party, respectively, is the copyright owner.

          s.   NEST shall mean software marketed by Novell under the "Novell
Embedded Systems Technology" or "NEST" trademarks that enables manufacturers of
embedded systems devices to incorporate NetWare protocols and client services
into their devices.

          t.   Source Code shall mean the human-readable form of the Code and
related system documentation, including all comments and any procedural
language.

          u.   Sublicense. A software license agreement between a Copyright
Licensee and its sublicensee for Licensed Works based upon the Copyright
Licensor's end user license agreement which at minimum:

               i.   restricts the number of copies of software;

               ii.  permits only those number of backup and archival copies of
          the software as are essential to back up use of the software;

               iii. states that no title to the intellectual property contained
          in the software is transferred to the end user and is retained by the
          Copyright Licensee and/or its licensor;

               iv.  represents that the Source Code of the software is not
          sublicensed;

               v.   restricts end users of the sublicensee from de-compiling and
          reverse assembling the software to discover the source code;

               vi.  prohibits time-sharing, sub-lease, rental, distribution or
          transfer of the software, without prior written consent;

               vii. in the U.S., includes a statement similar to the following:

                    U.S. Government Restricted Rights. Use, duplication, or
                    disclosure by the United States Government is subject to
                    restrictions as set forth in FAR/ss/. 52.227-14 (June 1987)
                    Alternate 111(g)(3) (June 1987), FAR/ss/. 52.227-19 (June
                    1987), or DFARS/ss/. 52.227-7013(c)(1)(ii) (June 1988),

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                                                               BDA No.


                     as applicable. Contractor/Manufacturer is [insert name and
                     address of Copyright Licensee]; and

               viii. in foreign countries, includes a statement similar to the
          statement included above in Paragraph 2.u.vii, as appropriate, to
          protect Novell's rights in the software from the governments of such
          countries.

          v.   Subsidiary shall mean a corporation, company or other entity (1)
more than fifty percent (50%) of whose outstanding shares or securities
(representing the right to vote for the election of directors or other managing
authority) are, or (2) which does not have outstanding shares or securities, as
may be the case in a partnership, joint venture or unincorporated association,
but more than fifty percent (50%) of whose ownership interest representing the
right to make the decisions for such corporation, company or other entity is,
now or hereafter, owned or controlled, directly or indirectly, by a party
hereto. However, such corporation, company or other entity shall be deemed to be
a Subsidiary only so long as such ownership or control exists.

          w.   Update shall mean the minor Enhancements and Maintenance
Modifications specified by the licensor for specific Licensed Works available to
end users during a specific period of time.

          x.   Upgrade shall mean Enhancements specified by the licensor for
Licensed Works available to end users during a specific period of time.

          y.   User County Upgrade shall mean the increase in number of users
specified by licensor for Licensed Works available to end users during a
specific period of time.

     3.   ADMINISTRATION OF STATEMENTS OF WORK. Each Statement of Work shall be
deemed to incorporate by reference this Section 3 unless the Statement of Work
explicitly states otherwise.

          a.   Procedure. From time to time, Novell or Auco may propose
Statements of Work under this BDA. An individual Statement of Work shall only
become effective upon execution by authorized representatives of both parties.

          b.   Identification. Each individual Statement of Work will be
identified by a numerical sequence, its title and effective date such as, for
example, "Statement of Work No. 1 for ABC Development Effective on 1/1/91."

          c.   Required Contents. Each Statement of Work shall contain (or
incorporate as attachments or by reference):

               i.   A brief description describing the scope of the Statement of
          Work.

               ii.  Designation of a Novell Project Manager and an Auco Project
          Manager and their addresses, telephone numbers and telefax numbers.

               iii. Description of Novell's responsibilities, including work or
          services to be performed, and schedules for any development or
          delivery.

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                                                                  BDA No.


               iv.    Description of Auco's responsibilities, including work or
          services to be performed, and schedules for any development or
          delivery.

               v.     Description of specification of any item to be developed
          or delivered.

               vi.    Description of payments to be made, if any, by one party
          to the other as consideration under the Statement of Work, including
          the amount, method of calculation, schedule of payments, and address
          to which such payments are to be made.

          d.   Optional Contents. In addition, a Statement of Work may contain
(or incorporate as attachments or by reference):

               i.     Grant of a copyright license by one party to the other by
          identifying the specific Licensed Work to be licensed. No copyright
          license shall be presumed if the Statement of Work does not contain an
          explicit grant.

               ii.    Grant of a trademark license by one party to the other. No
          trademark license shall be presumed if the Statement of Work does not
          contain an explicit grant.

               iii.   Warranty provisions, such as scope, nature, term, or
          limitations.

               iv.    Provision for progress reports by the Project Manager(s).

               v.     A commitment on each party to provide to the other party,
          at no charge and as part of the Licensed Work, enhancements and
          Maintenance Modifications to the Licensed Work on selected platforms
          before their becoming Generally Available to the public.

               vi.    Additional specifications, such as acceptance criteria,
          documentation specifications and standards, quality standards,
          performance specifications, or usability and architecture
          requirements.

               vii.   Resource requirements, such as training or assignment of
          key personnel.

               viii.  If training, equipment, and/or support is to be provided,
          the revenue and/or expense allocation within Novell and/or Auco.

               ix.    Special term or termination provisions.

               x.     Other appropriate terms.

          e.   Project Managers. Unless otherwise specified in a Statement of
Work, each party's Project Manager shall be responsible for managing that
party's performance under the Statement of Work and for all necessary
coordination with the other party's Project Manager. Each party's Project
Manager will provide periodic progress reports to the other party's Project
Manager. Each party will advise the other in writing of any change regarding its
Project Manager.

     4.   COPYRIGHT LICENSE IN A STATEMENT OF WORK. A Statement of Work may
contain a grant by one party ("Copyright Licensor") to the other party
("Copyright Licensee") of a copyright license to a Licensed Work identified in
the Statement of Work. As stated above in Section 3.d.i, the Statement of Work
may specifically incorporate one or more of the copyright licenses described in
this Section 4, the Statement of Work may include additional terms that add to
or modify the terms of the incorporated copyright license.

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                                                                  BDA No.


          a.   Non-Confidential Full Source Code License. Under a
Non-Confidential Full Source Code License, the Copyright Licensor grants to the
Copyright Licensee a non-exclusive, non-transferable (except as expressly
provided) worldwide, perpetual, irrevocable, payment-bearing (if the Statement
of Work states that payment is required license under the Copyright Licensor's
copyrights covering the Licensed Work identified in a Statement of Work. This
Non-Confidential Full Source Code License grants the Copyright Licensee all of
the following rights:

               i.     To use, reproduce and distribute the Licensed Work
          internally within the Copyright Licensee.

               ii.    To create or have created Derivative Works by modifying
          the Source Code of the Licensed Work and to reproduce and distribute
          internally the Derivative Works in Source Code form or in Binary Code
          form.

               iii.   To create or have created Derivative Works by modifying
          the Documentation of the Licensed Work and to reproduce and distribute
          internally such Derivative Works in any form.

               iv.    To distribute externally to end users, either directly or
          through distributors, copies in Binary Code form only of the Licensed
          Work or Derivative Works and copies in any form of the Documentation
          or any Derivative Works of the Documentation. Except as explicitly
          stated in the Statement of Work, such distribution shall be by means
          of a Sublicense. The parties expect that such distribution right would
          be payment-bearing.

               v.     To exercise all rights to the Licensed Work with regard to
          pictorial, graphic or audio/visual works, including icons, screens,
          music and characters, that are created as a result of execution of any
          Code or any Derivative Work thereof in accordance with the granted
          license.

               vi.    To use all Development Environment Materials that
          accompany the Licensed Work to produce Binary Code that is identical
          to that produced by the Copyright Licensor.

               vii.   Notwithstanding Section 9.c, to sublicense, publish or
          otherwise make the Licensed Work in Source Code form.

          b.   Confidential Full Source Code License. Under a Confidential Full
Source Code License, the Copyright Licensor grants to the Copyright Licensee a
non-exclusive, non-transferable (except as expressly provided) worldwide,
perpetual, irrevocable, payment-bearing (if the Statement of Work states that
payment is required) license under the Copyright Licensor's copyrights covering
the Licensed Work identified in a Statement of Work. This Confidential Full
Source Code License grants the Copyright Licensee all of the following rights:

               i.     To use, reproduce and distribute the Licensed Work
          internally within the Copyright Licensee.

               ii.    To create or have created Derivative Works by modifying
          the Source Code of the Licensed Work and to reproduce and distribute
          internally within the Copyright Licensee the Derivative Works in
          Source Code form or in Binary Code form.

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                                                                BDA No.


                         iii.  To create or have created Derivative Works by
                    modifying the Documentation of the Licensed Work and to
                    reproduce and distribute internally within the Copyright
                    Licensee such Derivative Works in any form.

                         iv.   To distribute externally to end users, either
                    directly or through distributors, copies in Binary Code form
                    only of the Licensed Work or Derivative Works and copies in
                    any form of the Documentation or any Derivative Works of the
                    Documentation. Except as explicitly stated in the Statement
                    of Work, such distribution shall be by means of a
                    Sublicense. The parties expect that such distribution right
                    would be payment-bearing.

                         v.    To exercise all rights to the Licensed Work with
                    regard to pictorial, graphic or audio/visual works,
                    including icons, screens, music and characters, that are
                    created as a result of execution of any Code or any
                    Derivative Work thereof in accordance with the granted
                    license.

                         vi.   To use all Development Environment Materials that
                    accompany the Licensed Work to produce Binary Code that is
                    identical to that produced by the Copyright Licensor.

                         vii.  To sublicense the Licensed Work in Source Code
                    form subject to the confidentiality requirements contained
                    in 9.c.

                    c.   Limited Source Code License. Under a Limited Source
Code License, the Copyright Licensor grants to the Copyright Licensee a
non-exclusive, non-transferable (except as expressly provided) worldwide,
revocable, payment-bearing (if the Statement of Work states that payment is
required) license under the Copyright Licensor's copyrights covering the
Licensed Work identified in a Statement of Work. The Limited Source Code License
grants the Copyright Licensee all of the following rights:

                         i.    To use, reproduce and distribute the Licensed
                    Work internally within the Copyright Licensee.

                         ii.   To create or have created Derivative Works by
                    modifying the Source Code of the Licensed Work and to
                    reproduce and distribute internally the Derivative Works in
                    Source Code form or in Binary Code form.

                         iii.  To create or have created Derivative Works by
                    modifying the Documentation of the Licensed Work and to
                    reproduce and distribute internally such Derivative Works in
                    any form.

                         iv.   To distribute externally to end users, either
                    directly or through distributors, copies in Binary Code form
                    only of the Licensed Work or Derivative Works and copies in
                    any form of the Documentation or any Derivative Works of the
                    Documentation. Except as explicitly stated in the Statement
                    of Work, such distribution shall be by means of a
                    Sublicense.

                         v.    To exercise all rights to the Licensed Work with
                    regard to pictorial, graphic or audio/visual works,
                    including icons, screens, music and characters, that are
                    created as a result of execution of any Code or any
                    Derivative Work thereof in accordance with the granted
                    license.

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                                                            BDA No.


               d.   Maintenance Source Code License. Under a Maintenance Source
Code License, the Copyright Licensor grants to the Copyright Licensee a
non-exclusive, non-transferable (except as expressly provided) worldwide,
revocable, payment-bearing (if the Statement of Work states that payment is
required) license under the Copyright Licensor's copyrights covering the
Licensed Work identified in a Statement of Work. The Maintenance Source Code
License grants the Copyright Licensee all of the following rights:

                    i.    To use, reproduce and distribute the Licensed Work
               internally within the Copyright Licensee.

                    ii.   To create or have created Maintenance Modifications of
               the Licensed Work by modifying the Source Code of the Licensed
               Work and to reproduce and distribute internally such Maintenance
               Modifications.

                    iii.  To create or have created Maintenance Modifications of
               the Documentation of the Licensed Work by modifying the
               Documentation of the Licensed Work and to reproduce and
               distribute internally such Maintenance Modifications.

                    iv.   To distribute externally to end users, either directly
               or through distributors, copies in Binary Code form only of the
               Licensed Work and/or the Maintenance Modifications created in
               compliance with Section 4.d.iii, above, and copies in any form of
               the Documentation or the Maintenance Modifications of the
               Documentation created in compliance with Section 4.d.iii. The
               Copyright Licensee's distribution of the Licensed Work under this
               subsection is permitted only to the extent it is necessary to
               enable the Copyright Licensee to provide the end user with the
               benefit of the Maintenance Modification in a commercially
               reasonable manner. Except as explicitly stated in the Statement
               of Work, such distribution shall be by means of a Sublicense.

                    v.    To exercise all rights to the Licensed Work with
               regard to pictorial, graphic or audio/visual works, including
               icons, screens, music and characters, that are created as a
               result of execution of the Code of the Licensed Work or the
               Maintenance Modifications created in compliance with Section
               4.d.ii in accordance with the granted license.

               e.   OEM License. Under an OEM License, the Copyright Licensor
grants to the Copyright Licensee a non-exclusive, non-transferable (except as
expressly provided) worldwide, revocable, payment-bearing (if the Statement of
Work states that payment is required) license under the Copyright Licensor's
copyrights covering the Licensed Work identified in a Statement of Work. This
OEM License grants the Copyright Licensee all of the following rights:

                    i.    To use, reproduce and distribute the Licensed Work
               internally within the Copyright Licensee.

                    ii.   To distribute externally to end users, either directly
               or through distributors, copies in Binary Code form only of the
               Licensed Work and copies of the Documentation of the Licensed
               Work in combination with the Licensed Work. Except as explicitly
               stated in the Statement of Work, such distribution shall be by
               means of a Sublicense.

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                                                               BDA No.


                    iii.  To exercise all rights to the Licensed Work with
               regard to pictorial, graphic or audio/visual works, including
               icons, screens, music and characters, that are created as a
               result of execution of the Code of the Licensed Work but only as
               necessary to in the licensed use of the Licensed Work.

               f.   Distribution License. Under a Distribution License, the
Copyright Licensor grants to the Copyright Licensee a non-exclusive,
non-transferable (except as expressly provided) worldwide, revocable,
payment-bearing (if the Statement of Work states that payment is required)
license under the Copyright Licensor's copyrights covering the Licensed Work
identified in a Statement of Work. The Distribution License grants the Copyright
Licensee all of the following rights:

                    i.    To use, reproduce and distribute the Licensed Work
               internally within the Copyright Licensee.

                    ii.   To distribute externally to end users, either directly
               or through distributors, copies of the Licensed Work obtained
               from the Copyright Licensor, in accordance with the Copyright
               Licensor's standard licensing and distribution practices.

               g.   Internal Use License. Internal use means use within the
Copyright Licensee and its Subsidiaries by its employees and its individual
human contractors and not with another entity outside of the Copyright Licensee
and its Subsidiaries. Under an internal Use License, the Copyright Licensor
grants to the Copyright Licensee a license under the terms of the Maintenance
Source Code License (if Source Code is provided to the Copyright Licensee) as
provided above in Section 4.d, or under the terms of an OEM License (if no
Source Code is provided to the Copyright Licensee) as provided above in Section
4.e, except that the Copyright Licensee may use the Materials received or
developed under the Statement of Work only internally within the Copyright
Licensee and shall not transfer, sell or in any way distribute such Materials
outside of the Copyright Licensee.

         5.    OWNERSHIP & LICENSING. A Statement of Work shall be presumed not
to change the ownership of any Materials developed under this Agreement. The
parties agree that such changes may only be made by explicit statement in a
Statement of Work.

         If an invention, whether or not patentable, is conceived or reduced to
practice by one or more employees of one of the parties, then that party shall
own such invention and all patents and patent applications on the invention. If
an invention, whether or not patentable, is conceived or reduced to practice
jointly by one or more employees of each of the parties, then each party shall
own such invention and all patents and patent applications on the invention
jointly with the other party without any duty to account for profits to the
other party, and each party may freely license third parties.

         In the event a Statement of Work includes a copyright license in a
Licensed Work, it shall also automatically include a grant of rights equal in
scope to the granted copyright license under the copyright licensor's patents,
inventor's certificates, and utility models (and similar forms of legal
protection of any country) and applications therefore, to make, have made, use
and sell those Licensed Works. Such license shall be limited in scope to the
minimum extent that is consistent with the grant of the copyright license. Such
patent license is also extended, at the minimum scope necessary to be consistent
with the grant of the copyright license, to the copyright licensee's agents,
distributors and customers.

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                                                               BDA No.


     6.   TRADEMARKS. A Statement of Work may contain a grant by one party to
the other of a trademark license to one or more Licensed Marks identified in the
Statement of Work. If a trademark license is granted, the Statement of Work will
specify detailed trademark license terms and must be approved by the Legal
Departments of both Novell and Auco. No trademark license shall be presumed if
the Statement of Work does not contain an explicit grant. A Statement of Work
shall be presumed not to change the ownership of any trademark; such changes may
only be made by explicit statement in a Statement of Work.

     7.   COMPENSATION DUE UNDER A STATEMENT OF WORK. Each Statement of Work
shall be deemed to incorporate by reference this Section 7 unless the Statement
of Work explicitly states otherwise.

          a.  Payments. Unless otherwise stated in a Statement of Work, payments
identified in a Statement of Work shall be paid within thirty (30) days of
invoice.

          b.  Tax Consequences. Unless otherwise stated in this BDA or in a
Statement of Work, the party making a payment to the other party shall be
responsible for all sales or equivalent taxes arising out of the payment and
shall either include such taxes with the payment or shall provide the other
party with a resale certificate or other documentation to successfully claim
exemption from the tax. Each party shall be responsible for payment of all
income or equivalent taxes based upon that party's net income.

          c.  Late Payments. For any payment made later than the appropriate
payment date, the party making the late payment shall pay the other party a late
fee of one and one-half percent (1-1/2%) of the amount paid late for each
calendar month beyond the payment date.

     8.   TERM AND TERMINATION. This BDA shall be effective upon the dated
specified at the beginning of this BDA, and shall remain in force for a period
of two (2) years, unless otherwise terminated as provided in this Section 8.
After this initial term of two (2) years, this BDA shall automatically renew for
consecutive one (1) year periods, unless ninety (90) days or more prior to the
end of either the initial term or any subsequent term either party provides the
other party with written notice terminating this BDA.

          a.  Earlier Termination of the BDA. Either party may terminate this
BDA upon not less than ninety (90) days' written notice to the other party.

          b.  Statements of Work. Each Statement of Work shall enter into effect
upon its effective dated and shall continue in effect for the term specified in
the Statement of Work unless earlier extended, terminated by mutual written
agreement of the parties, or terminated for cause in accordance with Section 8.c
below. In the event that a Statement of Work fails to contain a term, the
Statement of Work shall be deemed to have a term of one (1) year and shall be
subject to the termination provisions provided in Section 8.a, 8.c and 8.d.

          c.  Termination for Cause. Either party may terminate this BDA or a
Statement of Work for the substantial breach by the other party of a material
term. The terminating party shall first give the other party written notice of
the alleged breach and a reasonable period of at least sixty (60) days

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                                                                   BDA No.


in which to cure the alleged breach. Termination of the BDA and/or the Statement
of Work shall occur upon the expiration of the cure period, if the breach has
not been cured.

          d.  Change of Control of Acquisition. If a Change of Control to one of
the parties to this BDA occurs, the party shall have the option upon written
notice to immediately terminate this BDA and some or all of its associated
Statements of Work and have returned any or all Confidential Information then in
the possession of the other party.

          e.  Survival of Terms. In the event of a termination of a Statement of
Work, all obligations of confidentiality (including those specified in Section
9.c below) shall continue in effect in accordance with their terms. In addition,
the terms of Section 9.l (Intellectual Property Indemnity), Section 9.o
(Limitation Of Liabilities), and Section 9.r (Representations And Warranties)
shall continue in effect in accordance with their terms.

     9.   GENERAL TERMS. Each Statement of Work shall be deemed to incorporated
by reference this Section 9 unless the Statement of Work explicitly states
otherwise.

          a.  Assignment. Neither party may transfer or assign any right or
obligation set forth in this BDA or in a Statement of Work without the prior
written consent of the other party, which consent shall not be unreasonably
withheld. However, Auco may not transfer or assign any right or obligation set
forth in this BDA or in a Statement of Work to an entity that at the relevant
time is a competitor of Novell's Extended Networks Division, or successors
thereto, without the prior written consent of Novell, which consent Novell may
withhold in Novell's absolute discretion. Any such attempted transfer or
assignment shall be void. A party shall respond to requests for consent within
thirty (30) days of notice. For purposes of this Section 9.a, "a competitor of
Novell's Extended Networks Division, or successors thereto" shall mean an entity
that develops, markets, and/or sells computer networking products (including
work group, intranet, internet, enterprise, and home networks), embedded systems
(including processors, chips, operating systems, embedded applications, embedded
system services), power line control (technology which allows data to be
transferred over a power distribution system), and NEST OEM licensees.

          b.  Changes to This BDA or to a Statement of Work. This BDA or a
statement of Work may only be modified in a writing that is executed by
authorized representatives of both parties. A change to this BDA shall not
affect any Statement of Work that is already in effect when the BDA is changed
unless the parties agree in writing that the change to this BDA shall effect
that Statement of Work. The parties shall indicate the level of revision to this
BDA by assigning each revised BDA a new BDA agreement number.

          c.  Confidentiality and Information Exchange. It is the intention of
Auco and Novell to transfer and/or exchange information, including confidential
information, as may be necessary under the Statements of Work. Such information
may be disclosed in oral, visual, or written form (including magnetic media).
Novell and Auco agree that all Source Code received under a Statement of Work
(or developed from Source code received under Statement of Work) shall be
considered to be confidential information for the purposes of this Section 9.c.

               i.  The party receiving confidential information under a
          Statement of Work ("Recipient") shall make use of the confidential
          information only for the purposes of that

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                                                               BDA No.


          Statement of Work. Nothing is this Agreement shall be construed to
          limit either party's right to independently develop or acquire
          products without use of the other party's confidential information.
          Further, either party shall be free to use the residuals resulting
          from access to or work with the other party's confidential
          information, provide that such party otherwise complies with the
          nondisclosure provisions hereof. The term "residuals" means general
          information in non-tangible form which may be retained by persons who
          have had access to the confidential information.

               ii.   The Recipient shall protect the disclosed confidential
          information by using the same degree of care, but no less than a
          reasonable degree of care, to prevent the unauthorized use,
          dissemination, or publication of the confidential information as the
          Recipient uses to protect its own confidential information of a like
          nature.

               iii.  The Recipient's duty to hold confidential information in
          confidence expires five (5) years, or in the case of Source Code
          fifteen (15) years, after (i) its return or destruction in the case or
          confidential information embodied in received or developed (whichever
          is later) source and related descriptions, specifications and system
          documentation, or (ii) its receipt or development (whichever is later)
          in the case of any other confidential information. The expiration of
          the duty of confidentiality shall not modify other restrictions on the
          Recipient including, for example, any restrictions on distribution of
          Source Code arising out of a granted copyright license.

               iv.   The Recipient's obligations shall only extend to
          confidential information that is: (a) marked as confidential at the
          time of disclosure; (b) unmarked (e.g., orally disclosed) but is
          treated as confidential at the time of disclosure or provided under
          circumstances which reasonably indicate that the disclosing party
          expected it to be treated confidentially; or, (c) Source Code.

               v.    This BDA and the Statement of Work impose no obligation
          upon Recipient with respect to information that; (a) was in
          Recipient's possession before receipt from Disclosure; (b) is or
          becomes a matter of public knowledge through no fault of Recipient;
          (c) is rightfully received by the Recipient from a third party without
          a duty of confidentiality; (d) is disclosed by the Disclosure to a
          third party without a duty of confidentiality on the third party; (e)
          is independently developed by the Recipient without thereby violating
          the Disclosure's patent or copyright; (f) is disclosed under operation
          of law after all reasonable means have been afforded to the disclosing
          party ("Discloser's") to protect the information; or, (g) is disclosed
          by the Recipient with Discloser's prior written approval.

          d.   Construction. The headings in the BDA and in the Statements of
Work are provided for reference only and shall not be used as a guide to
interpretation. When used in this BDA or in a Statement of Work, the singular
includes the plural and the plural includes the singular, and gender related
pronouns include the feminine, masculine and neuter.

          e.   Copyright Notices. Each party shall ensure that all copyright or
other proprietary notice of the other party that are marked on or included in
any portion or Materials received under the Statement of Work shall not be
removed and shall be faithfully reproduced in each copy or Derivative Work of
the Materials.

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                                                                 BDA No.


          f.  Entire Agreement. A Statement of Work, including the incorporated
portions of this BDA, sets forth the entire agreement and understanding between
the parties as to its specific subject matter and merges all prior discussions
between them with regard to such specific subject matter. Neither of the parties
shall be bound by any conditions, definitions, warranties, understandings,
agreements, or representations, whether written or oral, with respect to such
specific subject matter other than as expressly provided in the Statement of
Work or as duly set forth on or subsequent to its effective date, in a written
document that is signed by a duly authorized representative of each party.
However, the parties acknowledge that they do not intend, at the present time,
to merge any independent written agreements existing between them and executed
prior to the execution of this BDA, and such independent agreements shall not be
considered merged into this BDA or into any Statement of Work except as
specifically set forth in a Statement of Work executed under this BDA.

          g.  Export of Technical Data. Neither party will knowingly export or
re-export or cause to be exported or re-exported, directly or indirectly, any
Materials or any items licensed or developed under a Statement of Work or
technical information or direct product hereof received from the other party to
any country for which the United States government, or any agency thereof,
requires an export license or other government approval at the time of such
export without first obtaining any required license or approval. Each party will
reasonably cooperate with the other party in obtaining such licenses or
approvals.

          h.  Waiver. No waiver of any provision of this BDA or a Statement of
Work shall be effective unless it is set forth in a writing which refers to the
provisions so waived and is executed by an authorized representative of the
party waiving its rights. No failure or delay by either party in exercising any
right, power or remedy will operate as a waiver of any such right, power or
remedy.

          i.  Reservation of Rights. Nothing in this BDA or any SOW issued
pursuant to this BDA, or the fact that either party has entered into this BDA or
SOWs issued hereunder, shall be construed as being or having the effect of a
waiver, relinquishment or election of rights or remedies by or on behalf of
either party against the other party or any director, officer, or employee
thereof. Each party expressly reserves all of its rights and remedies under law.

          j.  Force Majeure. Neither party shall be liable in damages or have
the right to cancel or terminate this BDA or any Statement of Work for any delay
or default in performance if such delay or default is caused by conditions
beyond the reasonable control of the delaying or defaulting party, including but
not limited to acts of God, government restrictions, continuing domestic or
international problems such as wars or insurrections, strikes, fires, floods,
work stoppages and embargoes. Either party shall have the right to terminate a
Statement of Work upon sixty (60) days prior written notice if the delay or
default of the other party due to any of the above-mentioned causes continues
for a period of six (6) months. Each party shall give the other party prompt
written notice of any such condition likely to cause any delay or default.

          k.  Freedom of Action. This BDA and the Statements of Work shall not
prevent either party from (i) entering into any agreement similar to this BDA or
any Statement of Work with any corporation in any industry or any non-profit
body such as a university or a government, or (ii) developing, manufacturing
and/or selling any product or service that can complete with the other party's
products or services in the marketplace.

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                                                                   BDA No.


          l.   Intellectual Property Indemnity.

               i.    If, under a Statement of Work, one party ("Licensor")
          transfers Materials to the other party ("Licensee"), the Licensor,
          except as otherwise provided below, shall defend or settle any claim
          made or any suit or proceeding brought against the Licensee so far as
          it is based on an allegation that any Materials furnished under the
          Statement of Work infringes a patent or copyright of a third party in
          the country in which the Licensee takes delivery of the product (or
          the country in which an end user takes delivery of the product), if
          the Licensor is notified promptly in writing and is given information,
          assistance and the sole authority to defend or settle same at the
          Licensor's expense. The Licensor shall pay all damages and costs
          finally awarded therein against the Licensee or the cost of any
          settlement made in compliance with the terms of this Section 9.l.

               ii.   In case the Materials are held in such suit to infringe and
          use of the Materials is enjoined or the case is settled, as referred
          to above, the Licensor shall have the option, at its expense, to
          procure for the Licensee the right to continue using the Materials, to
          replace or modify such Materials so that they become non-infringing
          materials which have the same or additional functionality and
          comparable or better performance characteristics, or to terminate the
          license with respect to the Materials that are infringing.

               iii.  The Licensor shall have no liability for any infringement
          of patents, copyrights, trademarks or other intellectual property
          rights that result from (a) the Licensor's compliance with the
          Licensee's designs, specifications, or instructions, (b) modifications
          of the Materials that were not requested or authorized by the
          Licensor, (c) use of the Materials other than as specified in relevant
          Licensor publications, (d) use of the Materials with goods not
          supplied by the Licensor, or (e) the furnishing of any intangible
          information, service or technical support to the Licensee.

               iv.   This Section 9.l shall represent the entire and exclusive
          obligation f one party to the other regarding any claim of
          intellectual property infringement arising under a Statement of Work,
          except as explicitly stated otherwise in the Statement of Work.

          m.   Independent Contractors. The parties are not, without limitation,
partners or joint venturers. Each party is and shall remain an independent
contractor with respect to all performance under this BDA and the Statements of
Work. No employee of either party shall be considered an employee or agent of
the other party for any purpose. Each party assumes sole responsibility for the
supervision, daily direction and control, payment of salary (including
withholding of income taxes and social security), worker's compensation,
disability benefits and the like of its employees. Nothing in this agreement
shall be construed to prevent either party from delegating performance under
this BDA or any resultant Statement of Work to independent contractors who have
entered into agreements consistent with the provisions contained in this BDA.
However, the contracting party shall remain primarily responsible for the
performance of its subcontractors and hereby waives any defense alleging that it
has no liability as a result of a claim of breach by any such permitted
subcontractors.

          n.   Laws. The validity, construction, and performance of this BDA and
the Statements of Work will be governed by the substantive laws of the State of
California without regard to any choice of law provisions. If either party
initiates legal proceedings to enforce a term of this BDA or a

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<PAGE>

                                                                BDA No.


Statement of Work, the prevailing party shall be entitled to recover reasonable
attorneys' fees and costs as the court may determine. Each party shall, at its
own expense, comply with any governmental law, statute, ordinance,
administrative order, rule or regulation relating to its duties, obligations or
performance under this BDA and the Statements of Work.

          o.  Limitation of Liabilities. THE REMEDIES PROVIDED IN THIS BDA AND
THE STATEMENTS OF WORK ARE THE SOLE AND EXCLUSIVE REMEDIES OF THE PARTIES.
NEITHER PARTY SHALL IN ANY EVENT BE LIABLE TO THE OTHER, OR TO ANY LICENSEE,
SUBLICENSEE, OR CUSTOMER OF THE OTHER UNDER THIS BDA OR ANY STATEMENT OF WORK
FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, OR FOR
INTERRUPTION OF BUSINESS. NEITHER PARTY SHALL IN ANY EVENT BE LIABLE FOR
INDIRECT, SPECIAL, RELIANCE, INCIDENTAL, COVER, OR CONSEQUENTIAL LOSS OR DAMAGE
OF ANY KIND ARISING UNDER OR OUTSIDE OF THIS BDA OR ANY STATEMENT OF WORK,
WHETHER IN A CONTRACT, TORT OR OTHER ACTION FOR OR ARISING OUT OF ALLEGED BREACH
OF WARRANTY, ALLEGED BREACH OF CONTRACT, DELAY, NEGLIGENCE, STRICT LIABILITY OF
OTHERWISE. Except as to the obligations set forth in Section 9.l and the
representations and warranties of Section 9.r, in no event shall either party be
liable under this BDA and associated Statements of Work to the other, its
successors and assigns for any damages exceeding the greater of: i) one hundred
thousand dollars ($100,000); or, ii) all sums paid under the BDA and associated
Statements of Work, plus actual royalties, commissions, and other payments owed.

          p.  Notices. All notices to a party under this BDA shall be delivered
to the President of Auco or the General Manager of Novell's Extended Networks
Division, or successors thereto, at the corresponding corporate addresses stated
in the preamble above. All notices to a party under a Statement of Work shall be
delivered to that party's Project Manager at the address specified in the
Statement of Work. All notices required or permitted to be given under this BDA
is a Statement of Work shall be in writing. A notice shall be validly given upon
the earlier of confirmed receipt by the recipient or fourteen (14) days after
deposit, postage prepaid, with the U.S. Postal Service as first class mail.
Notices may be delivered by telefax or by courier and shall be validly given
upon confirmed receipt.

          q.  Order of Precedence. In the event of any conflict between this BDA
and a Statement of Work, the terms of the Statement of Work shall control. In
the event of any conflict between this BDA or a Statement of Work and any
purchase order or acknowledgment, this BDA or the Statement of Work shall take
precedence over any written or typed instructions in a written or electronic
purchase order or acknowledgment. The pre-printed provisions of any written or
electronic purchase order or acknowledgment shall be void and of no effect.

          r.  Representations and Warranties.

              i.  Each party represents and warrants (1) that it is the sole
          owner of all Materials and/or Deliverables provided by it under each
          Statement of Work, except for any Materials and/or Deliverables
          belonging to third parties; (2) that with respect to Materials and/or
          Deliverables belonging to third parties that it provides under each
          Statement of Work, it has obtained sufficient rights to provide those
          Material and/or Deliverables according to the terms of the Statement
          of Work under which they are

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<PAGE>

                                                                 BDA No.


          provided; (3) it has full and sufficient authority to grant the rights
          and/or licenses granted to the other party in each Statement of Work;
          and, (4) it has full and sufficient authority to perform under this
          BDA and the Statements of Work.

               ii. EXCEPT AS EXPRESSLY SET FORTH IN THIS BDA OR IN A STATEMENT
          OF WORK, NEITHER PARTY MAKES ANY WARRANTIES OR REPRESENTATIONS OF ANY
          KIND, EXPRESS OR IMPLIED, WITH RESPECT TO DELIVERABLES, LICENSED
          WORKS, MATERIALS, INVENTIONS, INFORMATION OR ANY OTHER WORK OR
          OTHERWISE UNDER THIS BDA OR THE STATEMENT OF WORK, AND EACH PARTY
          HEREBY EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT
          LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT
          AND FITNESS FOR A PARTICULAR PURPOSE.

          s.   Severability. Each Statement of Work is intended to constitute an
independent and distinct agreement of the parties, notwithstanding the fact that
a Statement of Work may incorporate provisions of this BDA. If any provision of
this BDA or a Statement of Work is held by a court of competent jurisdiction to
be invalid, illegal or unenforceable, the remaining provisions shall remain in
full force and effect and shall be interpreted, to the extent possible, to
achieve the purpose of this BDA and any affected Statements of Work as
originally expressed.

          t.   Subsidiaries. A subsidiary of a party is a company the majority
of whose stock entitled to vote for election of directors is owned at the
relevant time by that party either directly or indirectly, but such company
shall be deemed to be a subsidiary only so long as such control exists. All
rights and licenses granted to a party under this BDA and the Statement of Work
shall apply to that party's subsidiaries so long as such subsidiaries agree to
comply with the obligations imposed on that party by this BDA and the Statements
of Work. Each party shall remain fully liable for the actions and omissions of
its subsidiaries relative to rights granted under this Section 9.t. The parties
agree, however, that they may not seek to enforce any obligation of the other
party (or its Subsidiaries) through a legal action brought against a Subsidiary
except to the extent that such action seeks injunctive relief against that
particular Subsidiary. Notwithstanding the foregoing, the term subsidiary shall
in no event include Novell Japan, Ltd.

          u.   Volume Obligations. Except as explicitly stated in a Statement of
Work, neither party shall have an obligation under any Statement of Work (i) to
offer any product or service to any third party by way of sale, license or
otherwise, or (ii) to use any minimum level of effort in the promotion,
marketing, licensing or sales of any products or services, including products or
services of the other party, or (iii) to purchase or license any minimum amount
of products or services from the other party.

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                                                               BDA No.


     10.  SIGNATURES.

     IN WITNESS WHEREOF, each party has executed this Business Development
Agreement, which may be executed in counterparts, by signature of its authorized
representative, and this Business Development Agreement shall become effective
as of the Effective Date.

                                   NOVELL, INC.


                                   Signature:       /s/ Robert B. Hicks
                                              ------------------------------
                                   Name:      Robert B. Hicks
                                   Title:     Vice President
                                   Date:      September 6, 1996


                                   AUCO, INC.


                                   Signature:       /s/ Howard Sidorsky
                                              ------------------------------
                                   Name:      Howard Sidorsky
                                   Title:     Vice President
                                   Date:      September 6, 1996

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