Novell Inc, et al. – ‘S-4’ on 4/20/01

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               145    705K 
                          Business-Combination Transaction                       
 2: EX-3.1      Registrant's Restated Certificate of Incorporation    19     54K 
 3: EX-5.1      Opinion of Wilson Sonsini Goodrich and Rosati          1      6K 
 4: EX-23.2     Consent of Ernst & Young LLP                           1      6K 
 5: EX-23.3     Consent of Pricewaterhousecoopers LLP                  1      6K 
 6: EX-99.2     Form of Proxy of Cambridge Technology Partners         2±    11K 

S-4   —   Registration of Securities Issued in a Business-Combination Transaction
Document Table of Contents

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As filed with the Securities and Exchange Commission on April 20, 2001  
                                               Registration No. 333-
------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

--------------- 
FORM S-4  
REGISTRATION STATEMENT  
Under 
The Securities Act of 1933  

--------------- 
NOVELL, INC.  
(Exact name of Registrant as specified in its charter)  

--------------- 

                                                                [Download Table]
                                                                      
    Delaware                  7373                    87-0393339      
(State or other                                                       
jurisdiction of   (Primary Standard Industrial     (I.R.S. Employer   
incorporation or                                                      
 organization)     Classification Code Number)  Identification Number)

Novell, Inc.  
1800 South Novell Place 
Provo, Utah 84606 
(801) 861-7000  
(Address, including zip code, and telephone number, including area code, of 
Registrant's principal executive offices) 

--------------- 
Dennis R. Raney 
Executive Vice President, Chief Financial Officer 
Novell, Inc.  
1800 South Novell Place 
Provo, Utah 84606 
(801) 861-7000  
(Name, address, including zip code, and telephone number, including area code,  
of agent for service) 
Copies to:  

                                                                [Download Table]
                                                                             
     Steve L. Camahort, Esq.                        Howard L. Shecter, Esq.  
      John L. Donahue, Esq.                          Scott G. Dresser, Esq.  
      Harold DeGraff, Esq.                          Kenneth Regensburg, Esq. 
Wilson Sonsini Goodrich & Rosati                  Morgan, Lewis & Bockius LLP
    Professional Corporation                            101 Park Avenue      
       650 Page Mill Road                           New York, New York 10178 
   Palo Alto, California 94304                           (212) 309-6000      
         (650) 493-9300                                                      

--------------- 
Approximate date of commencement of proposed sale to the public: Upon     
consummation of the merger described herein.                                    
If the securities being registered on this Form are being offered in      
connection with the formation of a holding company and there is compliance      
with General Instruction G, check the following box. [_]                        
If this form is filed to register additional securities for an offering   
pursuant to Rule 462(b) under the Securities Act, check the following box and   
list the Securities Act registration statement number of the earlier effective  
registration statement number for the same offering. [_]                        
If this Form is a post-effective amendment filed pursuant to Rule 462(d)  
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [_]                                                      

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------

                                                                                                  
                                                                           Proposed               
                                                             Proposed      Maximum                
                                               Amount        Maximum      Aggregate    Amount of  
     Title of Each Class of                    to be      Offering Price   Offering   Registration
   Securities to be Registered              Registered(1)   Per Share      Price(2)       Fee     
--------------------------------------------------------------------------------------------------
Common Stock, par value $0.10 per share...   43,775,557       $2.56      $167,762,614   $41,941   
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------

(1) Based upon the maximum number of shares of common stock, par value $0.10    
per share, of Novell, Inc. that may be issued pursuant to the merger.   
(2) Estimated solely for purposes of calculating the registration fee required  
 by the Securities Act of 1933, as amended, and computed pursuant to Rules
  457(c) and (f) under the Securities Act based on (i) $2.56, the average of
the high and low per share prices of common stock, par value $0.01 per  
share, of Cambridge Technology Partners (Massachusetts), Inc. on the    
Nasdaq National Market on April 17, 2001 and (ii) the maximum number of 
  shares of Cambridge Technology Partners (Massachusetts), Inc. common stock
to be acquired by Novell pursuant to the merger.                        

--------------- 
The Registrant hereby amends this Registration Statement on such date or  
dates as may be necessary to delay its effective date until the Registrant      
shall file a further amendment which specifically states that this              
Registration Statement shall thereafter become effective in accordance with     
Section 8(a) of the Securities Act of 1933 or until the Registration Statement  
shall become effective on such date as the Commission, acting pursuant to said  
Section 8(a), may determine.                                                    

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the     +
+Securities and Exchange Commission is effective. This prospectus is not an    +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted.             +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
[CAMBRIDGE LOGO]

Eight Cambridge Center
Cambridge, Massachusetts 02142
May   , 2001

Dear Stockholder:                                                               

You are cordially invited to attend a special meeting of stockholders of    
Cambridge Technology Partners (Massachusetts), Inc., to be held at the offices  
of Cambridge on June    , 2001 at 10:00 a.m., local time. A notice of the       
special meeting, a proxy card and a proxy statement-prospectus containing       
information about the matters to be acted upon are enclosed. All holders of     
record of Cambridge common stock as of the close of business on [May    ,] 2001 
are entitled to notice of, and to vote at, the special meeting.                 

On March 12, 2001, Cambridge's board of directors approved an Agreement and 
Plan of Reorganization (the "merger agreement") among Novell, Inc., Ceres       
Neptune Acquisition Corp., a wholly owned subsidiary of Novell, and Cambridge   
Technology Partners (Massachusetts), Inc. Among other things, the merger        
agreement provides for the merger of Ceres Neptune into Cambridge, with         
Cambridge being the surviving corporation. Following the merger, Cambridge will 
be a wholly owned subsidiary of Novell. In the merger, each of your shares of   
Cambridge common stock will be exchanged for 0.668 of a share of Novell common  
stock. Novell common stock is listed on the Nasdaq National Market under the    
trading symbol "NOVL." On May    , 2001, Novell common stock closed at a price  
of $       per share.                                                           

After careful consideration, the Cambridge board of directors has determined
the merger to be in your best interests and has declared the merger advisable.  
Cambridge's board of directors has approved the merger agreement and recommends 
that you vote FOR the proposal to adopt the merger agreement and approve the    
transactions contemplated thereby.                                              

 The merger cannot be completed unless a majority of the outstanding Cambridge
common stock is voted in favor of adopting the merger agreement and approving   
the merger. Each record holder of a share of Cambridge common stock will be     
entitled to cast one vote.                                                      

This proxy statement-prospectus provides you with detailed information      
concerning Novell and the merger. Please give all of the information contained  
in the proxy statement-prospectus your careful attention. In particular, you    
should carefully consider the discussion in the section entitled "Risk Factors" 
on page 15 of this proxy statement-prospectus.                                  

You can find out how to obtain additional information regarding Novell and  
Cambridge in the section entitled "Where You Can Find More Information" on page 
74 of this proxy statement-prospectus.                                          

Please use this opportunity to take part in the affairs of Cambridge by     
voting. Whether or not you plan to attend the meeting, please vote by using the 
Internet or by telephone or submit a voting proxy by completing, signing,       
dating and returning the accompanying proxy card in the enclosed prepaid        
envelope. If you attend the special meeting, you may revoke your proxy and vote 
in person if you wish, even if you have previously returned the enclosed proxy. 
Your prompt cooperation and interest in Cambridge is greatly appreciated and    
your vote is very important.                                                    

Sincerely,              

                           ___________________________________________________
Jack L. Messman         
             President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities     
commission has approved or disapproved of these securities or passed upon the   
adequacy or accuracy of this proxy statement-prospectus. Any representation to  
the contrary is a criminal offense.                                             

This proxy statement-prospectus is dated                , 2001 and was first
mailed to stockholders on or about                , 2001.                       

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This document incorporates important business and financial information   
about Cambridge and Novell from documents filed with the SEC that are not       
included in or delivered with this document. This information is available      
without charge upon your written or oral request. You can obtain the            
information incorporated by reference in this proxy statement-prospectus at the 
Internet web site that the SEC maintains at http://www.sec.gov, as well as from 
Cambridge Technology Partners (Massachusetts), Inc.                             

                                                                [Download Table]
                                               
   By mail:      Eight Cambridge Center        
                 Cambridge, Massachusetts 02142
   By telephone: (617) 914-8003                

  If you would like to request any information, please do so by June   , 2001,
in order to receive it before the special meeting.                              

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[INSERT CAMBRIDGE LOGO] 

CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC. 
Eight Cambridge Center
Cambridge, MA 02142 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 

June    , 2001
at 10:00 a.m. 

To the stockholders of Cambridge Technology Partners (Massachusetts), Inc.:     

Notice is hereby given that a special meeting of stockholders of Cambridge
Technology Partners (Massachusetts), Inc. will be held on June   , 2001 at      
10:00 a.m. local time at the offices of Cambridge at Eight Cambridge Center,    
Cambridge, Massachusetts 02142, for the following purposes:                     

1. To consider and vote upon a proposal to adopt the Agreement and Plan of
Reorganization (the "merger agreement"), dated as of March 12, 2001, among      
Novell, Inc., Ceres Neptune Acquisition Corp., a wholly owned subsidiary of     
Novell, and Cambridge, pursuant to which Ceres Neptune will merge with and into 
Cambridge, with Cambridge being the surviving corporation. Following the        
merger, Cambridge will be a wholly owned subsidiary of Novell. Adoption of the  
merger agreement will constitute approval of the merger and the other           
transactions contemplated by the merger agreement.                              

2. To transact such other business as may properly come before the special
meeting or any adjournment thereof.                                             

These items of business are described in the attached proxy statement-    
prospectus. Only holders of record of Cambridge common stock at the close of    
business on May    , 2001, the record date for the meeting, are entitled to     
vote on the matters listed in this notice of special meeting of stockholders.   

                                      By Order of the Board of Directors
                                    of Cambridge Technology Partners
                         (Massachusetts), Inc.

                         Joseph A. LaSala, Jr.
             Secretary

May    , 2001                                                                   

Please vote your proxy by using the Internet, by telephone, or by dating, 
signing and returning the enclosed proxy card promptly in the envelope          
provided, whether or not you intend to be present at the special meeting.       
Execution of a proxy will not affect your right to vote in person if you are    
present at the special meeting.                                                 

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                           Page
                                                                           ----
                                                                               
Questions and Answers About the Merger....................................   1 
Summary...................................................................   3 
Risk Factors..............................................................  15 
  Risks Related to the Merger.............................................  15 
  Risks Associated with Combined Company Operations.......................  18 
  Novell Specific Risks that Could Adversely Impact the Combined Company..  19 
  Cambridge Specific Risks that Could Adversely Impact the Combined            
   Company................................................................  20 
The Special Meeting of Cambridge Stockholders.............................  24 
  Proxy statement-prospectus..............................................  24 
  Date, time and place of the special meeting.............................  24 
  Purpose of the special meeting..........................................  24 
  Stockholder record date for the special meeting.........................  24 
  Majority vote of Cambridge stockholders required for adoption of the         
   merger agreement.......................................................  24 
  Proxies.................................................................  25 
  Voting electronically or by telephone...................................  25 
  Solicitation of proxies.................................................  26 
The Merger................................................................  27 
  Effect of the merger and conversion of Cambridge common stock...........  27 
  Background of the merger................................................  27 
  Joint reasons for the merger............................................  30 
  Recommendation of, and factors considered by, the Cambridge board of         
   directors..............................................................  30 
  Accordingly, the Cambridge board of directors recommends that the            
   Cambridge stockholders vote FOR adoption of the merger agreement.......  31 
  Factors considered by the Novell board of directors.....................  33 
  Opinion of Cambridge's financial advisor................................  33 
  Interests of Cambridge directors and officers in the merger.............  41 
  Equity grants and employee benefits after completion of the merger for       
   Cambridge employees....................................................  42 
  Exchange of Cambridge stock certificates for Novell stock certificates..  43 
  You should not submit your Cambridge stock certificates for exchange         
   until you receive your instructions and a form of letter of transmittal     
   from the exchange agent................................................  44 
  Material U.S. federal income tax consequences of the merger.............  44 
  Accounting treatment of the merger......................................  46 
  Regulatory filings and approvals required to complete the merger........  46 
  Restrictions on sales of shares by affiliates of Cambridge and Novell...  46 
  Listing on the Nasdaq National Market of Novell common stock to be           
   issued in the merger...................................................  46 
  Delisting and deregistration of Cambridge common stock after the             
   merger.................................................................  47 
  Appraisal rights........................................................  47 
The Merger Agreement......................................................  48 
  The Merger..............................................................  48 
  Representations and warranties..........................................  48 
  Cambridge's conduct of business before completion of the merger.........  50 
  Novell's conduct of business before completion of the merger............  51 
  Regulatory filings......................................................  51 
  Special meeting of Cambridge stockholders...............................  52 
  Non-solicitation by Cambridge...........................................  52 
  Treatment of Cambridge stock options and contingent obligations to issue     
   shares.................................................................  54 
  Cambridge's employee benefit plans......................................  54 

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                                                                [Download Table]

                                                                          Page
                                                                          ----
                                                                              
  Indemnification........................................................  54 
  Conditions to completion of the merger.................................  55 
  Termination of the merger agreement....................................  56 
  Payment of termination fee.............................................  57 
  Extension, waiver and amendment of the merger agreement................  57 
Other Agreements.........................................................  58 
  Voting agreements......................................................  58 
  Affiliate agreements...................................................  58 
  Employment agreements..................................................  58 
Novell Unaudited Pro Forma Combined Condensed Financial Statements.......  59 
Comparison of Rights of Holders of Cambridge Common Stock and Novell          
 Common Stock............................................................  67 
  Charter, bylaws and governing law......................................  67 
  Capitalization.........................................................  67 
  Board of directors.....................................................  68 
  Removal of directors...................................................  68 
  Stockholder ability to call special meetings...........................  68 
  Advance notice provisions for stockholder nominations and proposals....  68 
  Stockholder proxies....................................................  70 
  Stockholder voting.....................................................  70 
  Notice of stockholder meetings.........................................  70 
  Amendment of certificate of incorporation..............................  70 
  Amendment of bylaws....................................................  71 
  Rights plans...........................................................  71 
  Indemnification of directors and officers..............................  72 
  Arrangements binding on stockholders...................................  73 
Legal Matters............................................................  74 
Experts..................................................................  74 
Where You Can Find More Information......................................  74 

Annexes:                                                                        

                                                                [Download Table]
                                                                              
A--Agreement and Plan of Reorganization................................... A-1
B--Opinion of Salomon Smith Barney Inc. .................................. B-1

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QUESTIONS AND ANSWERS 
ABOUT THE MERGER  

Q: Why are Novell and Cambridge combining businesses?                           

A. The boards of directors of Novell and Cambridge have determined that a       
combined company has the potential to realize a stronger competitive      
 position and to achieve improved long-term operating and financial results.
In particular, we believe the merger will provide Novell and Cambridge the
opportunity to:                                                           

. offer a combination of web-based software products and services to better 
serve the needs of customers;                                           

. develop software products that help businesses to better utilize the      
Internet; and                                                           

. develop products and services around leading application platforms and    
other information technology resources, including those supported by Net
services software from Novell.                                          

Q: When and where is the special stockholders' meeting being held and what      
specific proposals will I be asked to consider?                           

A: The Cambridge special stockholders' meeting will take place on June    ,     
2001 at the offices of Cambridge. At the special meeting, Cambridge       
stockholders will be asked to adopt the merger agreement and approve the  
merger of Ceres Neptune Acquisition Corp., a wholly owned subsidiary of   
Novell, with and into Cambridge, resulting in Cambridge becoming a wholly 
owned subsidiary of Novell. Following the merger, Cambridge stockholders  
will become stockholders of Novell.                                       

The Cambridge board of directors recommends voting in favor of this         
proposal.                                                                   

In addition, Cambridge stockholders may be asked to vote on any other       
matters that properly come before the meeting.                              

Q: What will I receive in the merger?                                           

A: If the merger is completed, you will receive 0.668 of a share of Novell      
common stock for each share of Cambridge common stock you own at the time 
of the merger. You will not receive any fractional shares of Novell common
stock in the merger, but will receive cash equal to the market value of   
your fractional shares as determined under the merger agreement.          

Q: When can I sell the shares of Novell stock that I receive in the merger?     

A: The shares of Novell common stock received by you in the merger will be      
freely transferable unless you are an "affiliate" of either Novell or     
Cambridge. Generally, an "affiliate" is considered to be someone who is a 
senior executive officer or director of a company or someone who owns more
than 10% of the outstanding stock of a company.                           

Q: How many shares of Novell common stock will Cambridge's stockholders own     
after the merger?                                                         

A: Based on the number of outstanding shares of Cambridge stock as of May    ,  
2001, after the merger stockholders of Cambridge will own approximately   
42,439,557 shares of Novell common stock. This will constitute            
approximately 12% of the outstanding Novell common stock after the merger.

Q: What do I need to do now?                                                    

A: After carefully reading and considering the information contained in this    
proxy statement-prospectus, please respond by completing, signing and     
dating your proxy card and returning it in the enclosed postage paid      
 envelope. Alternatively, you may submit your proxy by telephone or by using
the Internet. Please submit your proxy as soon as possible so that your   
shares may be represented at the special meeting.                         

Q: What happens if I don't indicate how to vote my proxy?                       

A: If you properly sign your proxy card but do not include instructions on how  
 to vote, your shares will be voted FOR adoption of the merger agreement and
approval of the merger.                                                   

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Q: What happens if I don't return a proxy card?                                 

A: Not returning your proxy card will have the same effect as voting against    
 the merger. This is why it is so important that you make your vote count by
completing and returning your proxy card.                                 

Q: Can I change my vote after I have mailed my signed proxy card or voted over  
the Internet or the telephone?                                            

A: Yes. You can change your vote at any time before your proxy is voted at the  
special meeting. You can do this in one of four ways:                     

. you can send a written notice to the Secretary of Cambridge stating that  
you would like to revoke your proxy;                                    

. you can complete and submit a new proxy card;                             

. you can vote by telephone or over the Internet (your latest vote is       
counted); or                                                            

. you can attend the special meeting and vote in person.                    

Your attendance at the meeting alone will not revoke your proxy. Only your  
vote at the meeting will revoke your proxy.                                 

Q: If my broker holds my shares in "street name," will my broker vote my        
shares for me?                                                            

A: No. Your broker will not be able to vote your shares without instructions    
from you. If you do not provide your broker with voting instructions, your
shares will be considered present at the special meeting for purposes of  
determining a quorum but will not be voted in favor of the merger. If you 
have instructed a broker to vote your shares, you must follow directions  
received from your broker to change those instructions.                   

Q: Should I send in my stock certificates now?                                  

A: No. After the merger is completed, Novell's exchange agent will send you     
written instructions for exchanging your Cambridge stock certificates for 
Novell stock certificates.                                                

Q: Will a Cambridge stockholder's rights as a Novell stockholder be different   
than a Cambridge stockholder's rights as a Cambridge stockholder?         

A: Yes. At the time of the merger and upon the exchange of Cambridge common     
stock for Novell common stock, each Cambridge stockholder will become a   
Novell stockholder. There are differences between the rights of           
stockholders of Novell and stockholders of Cambridge. Please carefully    
review the description of these differences in the section entitled       
"Comparison of Rights of Holders of Cambridge Common Stock and Novell     
Common Stock" on page 67 of this proxy statement-prospectus.              

Q: Am I entitled to appraisal rights?                                           

A: No. Under Delaware law, you are not entitled to appraisal rights in the      
merger.                                                                   

Q: How many shares of common stock must be represented either in person or by   
proxy to hold the meeting?                                                

A: A majority of the outstanding shares of Cambridge common stock must be       
represented in person or by proxy to constitute a quorum at the special   
meeting.                                                                  

Q: How many votes are needed to approve the merger?                             

A: A majority of the outstanding shares of Cambridge common stock must be       
voted in favor of the merger for it to be approved.                       

You should be aware that Jack L. Messman, Cambridge's president and chief   
executive officer, as well as other executive officers and directors of     
Cambridge, have agreed to vote their shares of Cambridge common stock in    
favor of the merger. These individuals held approximately   % of            
Cambridge's outstanding common stock as of the record date.                 

Q: When do you expect the merger to be completed?                               

A: Novell and Cambridge expect to complete the merger immediately after the     
Cambridge special meeting on June   , 2001.                               

Q: Who can help answer my questions?                                            

A: You can call Cambridge investor relations at (617) 914-8003 with any         
questions about the merger.                                               

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SUMMARY 

This summary may not contain all of the information that is important to  
you. You should carefully read this entire document and the other documents we  
refer to for a more complete understanding of the merger. In particular, you    
should read the documents attached to this proxy statement-prospectus,          
including the merger agreement, which is attached as Annex A. In addition, we   
incorporate by reference important business and financial information about     
Novell and Cambridge into this proxy statement-prospectus. You may obtain the   
information incorporated by reference into this proxy statement-prospectus      
without charge by following the instructions in the section entitled "Where You 
Can Find More Information" on page 74 of this proxy statement-prospectus.       

The Companies                                                                   

Novell, Inc.                                                              

 Novell is a provider of Net services software. Novell Net services software
products secure and simplify networks and enable businesses and governments to  
accelerate their moves to a one Net solution of interconnected networks between 
intranets, extranets and the Internet. Net services from Novell make networks   
more manageable, provide secure access control and integrate a complete range   
of computer platforms, applications, services and devices. Novell maintains     
worldwide channel, developer, education, consulting and technical support       
programs that support network solutions.                                        

 On April 6, 2001, Novell announced it had completed an initial financing of
its new subsidiary Volera, Inc. Nortel Networks and Accenture invested in       
Volera in return for minority equity interests. Volera's business targets the   
content networking business.                                                    

 Novell was incorporated in Delaware on January 25, 1983. Novell's executive
offices are located at 1800 South Novell Place, Provo, Utah 84606. Its          
telephone number at that address is (801) 861-7000.                             

Cambridge Technology Partners (Massachusetts), Inc.                       

Cambridge performs technology and consulting services to help its clients 
develop and accelerate their transition to Internet-based e-business solutions  
and processes. Cambridge also provides change management services to assist its 
clients in improving operating processes. Cambridge combines electronic         
business and digital strategy consulting and cross-enterprise software          
integration services to organizations worldwide, delivering rapid end-to-end    
business solutions for its clients.                                             

Cambridge was incorporated in Delaware on March 13, 1991. Cambridge's     
executive offices are located at Eight Cambridge Center, Cambridge,             
Massachusetts 02142. Its telephone number at that address is (617) 374-9800.    

Structure of the Merger                                                         

  A subsidiary of Novell will merge with and into Cambridge. Cambridge will be
the surviving entity and will become a wholly owned subsidiary of Novell. As a  
result of the merger, stockholders of Cambridge will become stockholders of     
Novell.                                                                         

Stockholder Approval                                                            

The holders of a majority of the outstanding shares of Cambridge common   
stock must approve and adopt the merger agreement and approve the merger.       
Novell stockholders are not required to adopt the merger agreement or approve   
the merger.                                                                     

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You are entitled to cast one vote for each share of Cambridge common stock
you owned as of May    , 2001, the record date for the special meeting.         

Recommendation of Cambridge's Board of Directors                                

After careful consideration, Cambridge's board of directors has determined
the merger to be in your best interests and recommends that you vote FOR the    
adoption of the merger agreement and approval of the merger.                    

Opinion of Cambridge's Financial Advisor                                        

On March 12, 2001, Salomon Smith Barney Inc. delivered its oral opinion to
the board of directors of Cambridge that, as of the date of such opinion and    
subject to certain considerations, the exchange ratio provided for in the       
merger agreement was fair, from a financial point of view, to the holders of    
Cambridge common stock. Salomon Smith Barney confirmed its oral opinion by      
delivery of its written opinion on March 12, 2001. The opinion of Salomon Smith 
Barney does not constitute a recommendation as to how any Cambridge stockholder 
should vote with respect to the merger.                                         

The full text of the written opinion of Salomon Smith Barney, which sets  
forth assumptions made, matters considered and limitations on the review        
undertaken in connection with the opinion, is attached to this proxy statement- 
prospectus as Annex B. Stockholders of Cambridge are encouraged to, and should, 
read the opinion in its entirety. You should carefully consider the discussion  
of Salomon Smith Barney's analysis in the section entitled "Opinion of          
Cambridge's financial advisor" on page 33 of this proxy statement-prospectus.   

Completion and Effectiveness of the Merger                                      

 Novell and Cambridge will complete the merger when all of the conditions to
completion of the merger, as described below, are either satisfied or waived.   
The merger will become effective upon the filing of a certificate of merger     
with the State of Delaware.                                                     

 Novell and Cambridge are working toward completing the merger as quickly as
possible and hope to complete the merger in the second calendar quarter of      
2001.                                                                           

Conditions to Completion of the Merger                                          

Completion of the merger is subject to the satisfaction or waiver of a    
number of conditions, including:                                                

. holders of a majority of the outstanding shares of Cambridge common stock 
must vote in favor of adopting the merger agreement and approving the   
merger;                                                                 

. the registration statement, of which this proxy statement-prospectus is a 
part, must be declared and remain effective with the SEC;               

. no law, regulation or order preventing the completion of the merger shall 
be in effect;                                                           

. the applicable waiting periods under antitrust laws must expire or be     
terminated;                                                             

. each company must receive an opinion from its tax counsel that the merger 
will qualify as a reorganization;                                       

. the shares of Novell common stock to be issued in the merger must be      
approved for listing on the Nasdaq National Market;                     

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. the board of directors of Novell shall be increased from eight members to 
 ten members, and two members of Cambridge's board of directors designated
by Cambridge shall be appointed to fill the newly created vacancies; and

. Jack L. Messman shall accept and not rescind his acceptance of the offer  
to serve as Novell's president and chief executive officer.             

Termination of the Merger Agreement                                             

Cambridge and Novell may mutually agree to terminate the merger agreement 
without completing the merger. Additionally, either Cambridge or Novell may     
terminate the merger agreement under any of the following circumstances:        

. if the merger is not completed by September 30, 2001;                     

. if a final court order prohibiting the merger is issued and is not        
appealable;                                                             

. if the Cambridge stockholders do not adopt the merger agreement and       
approve the merger; or                                                  

. if the conditions to complete the merger would not be satisfied because   
of a breach of a representation or warranty in the merger agreement     
resulting in a material adverse effect or a failure to comply in all    
material respects with a covenant or agreement in the merger agreement. 

Novell may terminate the merger agreement if:                             

. Cambridge or its representatives breach their agreement not to solicit    
alternative proposals for a business combination with Cambridge;        

. Cambridge's board of directors withdraws or changes, in a manner adverse  
to Novell, its recommendation in favor of the merger;                   

. Cambridge's board of directors does not reaffirm its recommendation in    
favor of the merger within ten business days after Novell requests      
reaffirmation as provided for in the merger agreement;                  

. Cambridge's board of directors approves or recommends any acquisition     
proposal from a party other than Novell;                                

. Cambridge enters into any letter of intent or other agreement accepting   
any acquisition proposal from a party other than Novell; or             

. a tender or exchange offer relating to the securities of Cambridge is     
commenced by a person unaffiliated with Novell, and Cambridge does not  
 recommend that its stockholders reject such offer within 10 business days
after such offer is first made.                                         

Payment of Termination Fee                                                      

  If the merger agreement terminates under certain circumstances, Cambridge is
required to pay Novell an aggregate termination fee of $7.3 million, plus any   
expenses incurred to collect such fee.                                          

Cambridge Board May Withdraw Its Recommendation in Favor of the Merger          

Nothing in the merger agreement prevents the Cambridge board of directors 
from withdrawing or changing its recommendation in favor of the merger if the   
board reasonably concludes in good faith, after consultation with its outside   
counsel, that the failure to withdraw or change its recommendation would be     
inconsistent with its fiduciary obligations.                                    

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Cambridge Prohibited from Soliciting Other Offers                               

Cambridge has agreed, subject to limited exceptions, not to initiate or   
engage in discussions with another party regarding a business combination while 
the merger with Novell is pending.                                              

Interests of Some Cambridge Directors and Officers in the Merger                

 In considering the recommendations of the Cambridge board of directors, you
should be aware that some Cambridge directors and executive officers have       
indemnification arrangements, employment agreements, stock options, grants of   
restricted stock and other contingent rights that give them interests in the    
merger which are different from yours. In addition, Jack L. Messman, a director 
and the president and chief executive officer of Cambridge, is a director of    
Novell. It is a condition to closing that Mr. Messman shall accept and not      
withdraw his acceptance of the positions of president and chief executive       
officer of Novell. It is also a condition to the closing that two directors of  
Cambridge designated by Cambridge, other than Mr. Messman, be appointed to the  
Novell board of directors.                                                      

Share Ownership of Management                                                   

As of the record date, Cambridge directors, executive officers and        
affiliates beneficially owned approximately    % of the outstanding shares of   
Cambridge common stock. Mr. Messman, as well as other executive officers and    
directors of Cambridge, have agreed to vote their Cambridge shares in favor of  
the merger.                                                                     

Material U.S. Federal Income Tax Consequences of the Merger                     

In general, Cambridge stockholders will not recognize gain or loss for    
United States federal income tax purposes as a result of the merger, except for 
taxes payable because of cash received instead of fractional shares. It is a    
condition to the merger that Novell and Cambridge receive legal opinions        
stating that the merger will be a reorganization. You should carefully read the 
discussion under "Material U.S. federal income tax consequences of the merger"  
on page 44 of this proxy statement-prospectus. However, you are encouraged to   
consult your own tax advisor because tax matters can be complicated, and the    
tax consequences of the merger to you will depend upon your own situation.      

Accounting Treatment of the Merger                                              

Novell intends to account for the merger as a "purchase" transaction.     

Antitrust Approval Required to Complete the Merger                              

 The merger is subject to antitrust laws. Novell and Cambridge have made the
required filings with the Department of Justice and the Federal Trade           
Commission, and have made or will make competition filings in applicable        
foreign jurisdictions. However, the companies are not permitted to complete the 
merger until the applicable waiting periods have expired or terminated. The     
Department of Justice or the Federal Trade Commission, as well as a state,      
private person or foreign regulatory agency or government, may challenge the    
merger at any time before its completion.                                       

Restrictions on the Ability to Sell Novell Stock                                

All shares of Novell common stock received by you in connection with the  
merger will be freely transferable unless you are considered an "affiliate" of  
either Novell or Cambridge at the time of the merger. Affiliates of Novell or   
Cambridge are subject to certain securities laws that restrict their ability to 
transfer the shares they receive in the merger.                                 

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Generally, an affiliate is considered to be someone who is a senior       
executive officer or director of a company or someone who owns more than 10% of 
the outstanding stock of a company.                                             

Listing of Novell Common Stock                                                  

 The shares of Novell common stock issued in connection with the merger will
be listed on the Nasdaq National Market.                                        

Forward Looking Statements in this Proxy Statement-Prospectus                   

 This proxy statement-prospectus and the documents incorporated by reference
into this proxy statement-prospectus contain forward-looking statements within  
the "safe harbor" provisions of the Private Securities Litigation Reform Act of 
1995 with respect to Novell's and Cambridge's financial condition, results of   
operations and businesses and on the expected impact of the merger on the       
combined company's financial performance. Words such as "anticipates,"          
"expects," "intends," "plans," "believes," "seeks," "estimates" and similar     
expressions identify forward-looking statements. These forward-looking          
statements are not guarantees of future performance and are subject to risks    
and uncertainties that could cause actual results to differ materially from the 
results contemplated by the forward-looking statements. In evaluating the       
merger, you should carefully consider the discussion of risks and uncertainties 
in the section entitled "Risk Factors" on page 15 of this proxy statement-      
prospectus.                                                                     

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SUMMARY SELECTED FINANCIAL DATA 

 The following financial information is provided to aid you in your analysis
of the financial aspects of the merger. This information is derived from the    
audited consolidated financial statements of Novell and Cambridge for fiscal    
1996 through 2000 and the unaudited consolidated financial statements for the   
interim periods presented. The interim financial data reflect normal recurring  
adjustments, which are considered necessary for a fair presentation of the      
financial information for such periods. The information is only a summary, and  
should be read in conjunction with each company's historical financial          
statements and related notes incorporated by reference in this proxy statement- 
prospectus. The results of any interim period are not necessarily indicative of 
results for a full fiscal year, and historical results are not necessarily      
indicative of future results.                                                   

Novell's Financial Data                                                         

The audited consolidated financial statements of Novell as of October 31, 
1999 and 2000 and for the three years in the period ended October 31, 2000 are  
incorporated by reference in this proxy statement-prospectus. The audited       
consolidated financial statements of Novell as of October 31, 1996, 1997 and    
1998 and for the years ended October 31, 1996 and 1997 are not included or      
incorporated by reference in this proxy statement-prospectus. The unaudited     
consolidated financial statements as of January 31, 2001 and for the three      
months ended January 31, 2000 and 2001 are incorporated by reference in this    
proxy statement-prospectus.                                                     

Cambridge's Financial Data                                                      

 The audited consolidated financial position of Cambridge as of December 31,
1999 and 2000 and the results of operations and its cash flows for the three    
years in the period ended December 31, 2000 are incorporated by reference in    
this proxy statement-prospectus. The audited consolidated financial position of 
Cambridge as of December 31, 1996, 1997 and 1998 and the results of operations  
and its cash flows for the years ended December 31, 1996 and 1997 are not       
included or incorporated by reference in this proxy statement-prospectus.       

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NOVELL SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
(in thousands, except per share amounts)

                                                        [Enlarge/Download Table]

                                                                                      Three       Three   
                                                                                     Months      Months   
                                          Year Ended October 31,                      Ended       Ended   
                          -------------------------------------------------------  January 31, January 31,
                             1996       1997        1998       1999       2000        2000       2001(1)  
                          ---------- ----------  ---------- ---------- ----------  ----------- -----------
                                                                                                          
Historical Statements of                                                                                  
 Operations Data:                                                                                         
Net sales...............  $1,374,856 $1,007,311  $1,083,887 $1,272,820 $1,161,735   $316,043    $245,035  
Gross profit............   1,065,406    726,403     825,992    974,979    834,337    237,316     179,173  
Restructuring charge....      18,442     55,335         --         --      47,892        --          --   
Income (loss) from                                                                                        
 operations.............     108,944   (200,004)     98,446    223,052    (31,582)    46,530     (13,284) 
Income (loss) before                                                                                      
 taxes..................     179,988   (150,570)    141,634    243,836     70,672     62,271       4,547  
Income tax expense                                                                                        
 (benefit)..............      53,997    (72,274)     39,658     53,089     21,202     17,436       1,273  
Income (loss) before                                                                                      
 cumulative effect of                                                                                     
 change in accounting                                                                                     
 principle..............     125,991    (78,296)    101,976    190,747     49,470     44,835       3,274  
Cumulative effect of                                                                                      
 change in accounting                                                                                     
 principle..............         --         --          --         --         --         --      (11,048) 
Net income (loss).......  $  125,991 $  (78,296) $  101,976 $  190,747 $   49,470   $ 44,835    $ (7,774) 
                          ========== ==========  ========== ========== ==========   ========    ========  
Net income (loss) per                                                                                     
 share:                                                                                                   

Basic:                                                                                                    
  Before cumulative                                                                                       
   effect of change in                                                                                    
   accounting                                                                                             
   principle............  $     0.35 $    (0.22) $     0.29 $     0.57 $     0.15   $   0.14    $   0.01  
  Cumulative effect of                                                                                    
   change in accounting                                                                                   
   principle............         --         --          --         --         --         --     $  (0.03) 
                          ---------- ----------  ---------- ---------- ----------   --------    --------  
                          $     0.35 $    (0.22) $     0.29 $     0.57 $     0.15   $   0.14    $  (0.02) 
                          ========== ==========  ========== ========== ==========   ========    ========  
Diluted:                                                                                                  
  Before cumulative                                                                                       
   effect of change in                                                                                    
   accounting                                                                                             
   principle............  $     0.35 $    (0.22) $     0.29 $     0.55 $     0.15   $   0.13    $   0.01  
  Cumulative effect of                                                                                    
   change in accounting                                                                                   
   principle............         --         --          --         --         --         --     $  (0.03) 
                          ---------- ----------  ---------- ---------- ----------   --------    --------  
                          $     0.35 $    (0.22) $     0.29 $     0.55 $     0.15   $   0.13    $  (0.02) 
                          ========== ==========  ========== ========== ==========   ========    ========  
Weighted average shares                                                                                   
 outstanding:                                                                                             
  Basic.................     355,478    348,149     350,525    334,460    326,621    326,906     322,183  
  Diluted...............     357,919    348,149     356,437    349,393    335,034    342,105     322,183  

                                                        [Enlarge/Download Table]

                                            As of October 31,                       As of   
                          ------------------------------------------------------ January 31,
                             1996       1997       1998       1999       2000       2001    
                          ---------- ---------- ---------- ---------- ---------- -----------
                                                                                            
Historical Balance Sheet                                                                    
 Data:                                                                                      
Cash and short-term                                                                         
 investments............  $1,024,755 $1,033,473 $1,007,167 $  895,404 $  698,193 $  665,449 
Working capital.........   1,225,987  1,148,426  1,021,005    895,984    552,281    457,355 
Total assets............   2,049,466  1,910,649  1,924,112  1,942,319  1,712,346  1,645,454 
Total stockholders'                                                                         
 equity.................   1,615,509  1,565,417  1,493,498  1,492,241  1,245,085  1,165,277 

--------                                                                        
(1) Effective November 1, 2000, Novell changed its method of accounting for     
revenue related to product sales to distribution channel partners to    
recognize such revenues upon the sell-through of the respective product 
from the channel partner to the end user. Novell believes the change in 
  accounting principle is preferable based on guidance provided in SEC Staff
 Accounting Bulletin No. 101, Revenue Recognition in Financial Statements.
 No prior period amounts have been restated for this change. See Note K in
  the notes to Novell's unaudited consolidated financial statements included
  in its Form 10-Q for the three months ended January 31, 2001, incorporated
by reference in this proxy statement-prospectus.                        

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CAMBRIDGE SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA 
(in thousands, except per share amounts)

                                                                [Download Table]

                                        Year Ended December 31,                
                              ------------------------------------------------ 
                                1996      1997      1998      1999      2000   
                              --------  --------  --------  --------  -------- 
                                                                               
Historical Statements of                                                       
 Operations Data:                                                              
Revenues....................  $294,527  $438,329  $612,041  $628,111  $586,564 
Costs and expenses:                                                            
  Project costs.............   146,863   214,848   310,918   372,345   341,703 
  General and                                                                  
   administration...........    81,364   120,382   153,935   218,188   249,667 
  Sales and marketing.......    25,532    41,393    57,781    69,527    80,677 
  Restructuring and other                                                      
   costs....................       --        --        --        --     27,000 
  Business combination                                                         
   costs....................     1,195     4,760     8,400       --        --  
                              --------  --------  --------  --------  -------- 
    Total operating                                                            
     expenses...............   254,954   381,383   531,034   660,060   699,047 
                              --------  --------  --------  --------  -------- 
Income (loss) from                                                             
 operations.................    39,573    56,946    81,007   (31,949) (112,483)
Other income (expense):                                                        
  Interest income...........     1,009     2,135     2,432     2,845     3,982 
  Interest expense..........      (132)     (311)     (199)     (118)     (191)
  Gain on investments.......       --        188       798    31,784     5,063 
  Gain on sale of assets....       --        --        --        --      7,661 
  Foreign exchange (loss)                                                      
   gain.....................      (141)     (122)     (934)      856      (259)
                              --------  --------  --------  --------  -------- 
    Total other income......       736     1,890     2,097    35,367    16,256 
                              --------  --------  --------  --------  -------- 
Income (loss) before income                                                    
 taxes......................    40,309    58,836    83,104     3,418   (96,227)
Provision (benefit) for                                                        
 income taxes...............    16,317    25,054    31,164     1,299   (33,680)
                              --------  --------  --------  --------  -------- 
Net income (loss)...........  $ 23,992  $ 33,782  $ 51,940  $  2,119  $(62,547)
                              ========  ========  ========  ========  ======== 
Basic net income (loss) per                                                    
 share......................  $    .46  $    .62  $    .90  $    .04  $  (1.00)
                              ========  ========  ========  ========  ======== 
Diluted net income (loss)                                                      
 per share..................  $    .40  $    .55  $    .83  $    .03  $  (1.00)
                              ========  ========  ========  ========  ======== 
Weighted average number of                                                     
 common shares outstanding..    52,054    54,632    58,079    60,004    62,713 
                              ========  ========  ========  ========  ======== 
Weighted average number of                                                     
 common and common                                                             
 equivalent shares                                                             
 outstanding................    59,573    60,775    63,031    61,745    62,713 
                              ========  ========  ========  ========  ======== 

                                           As of December 31,                  
                              ------------------------------------------------ 
                                1996      1997      1998      1999      2000   
                              --------  --------  --------  --------  -------- 
                                                                               
Historical Balance Sheet                                                       
 Data:                                                                         
Cash and cash equivalents...  $ 26,456  $ 39,649  $ 80,051  $ 62,288  $ 66,723 
Investments held to                                                            
 maturity...................    12,727    15,824    24,918    28,659    29,987 
Working capital.............    72,334   108,301   177,929   179,147   131,204 
Total assets................   150,588   242,421   351,206   378,174   342,544 
Stockholder's equity........    98,796   150,867   242,150   277,036   224,419 

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SUMMARY UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL DATA 

 The following summary unaudited pro forma combined condensed financial data
have been provided to illustrate what the results of operations and financial   
position of the combined business of Novell and Cambridge might have looked     
like had the merger occurred at an earlier date. This information is provided   
for illustrative purposes only and does not show what the results of operations 
or financial position of Novell would have been if the merger actually occurred 
on the dates assumed. In addition, this information does not indicate what the  
combined company's future consolidated operating results or consolidated        
financial position will be.                                                     

How the pro forma financial data was prepared                                   

  This data was derived from the Novell unaudited pro forma combined condensed
statement of operations for the year ended October 31, 2000 and the three       
months ended January 31, 2001 and the Novell unaudited pro forma combined       
condensed balance sheet as of January 31, 2001. These statements give effect to 
the merger accounted for using the purchase method of accounting. The unaudited 
pro forma combined condensed statement of operations for the year ended October 
31, 2000 and the three months ended January 31, 2001 assume the merger took     
place on November 1, 1999. The unaudited pro forma combined condensed balance   
sheet assumes the merger took place on January 31, 2001. See pro forma          
statements beginning on page 59.                                                

These pro forma financial statements have been based on assumptions             

 These statements were prepared on the basis of assumptions described in the
notes thereto, including assumptions relating to the allocation of the amount   
of consideration paid to the assets and liabilities of Cambridge based upon     
preliminary estimates of their fair values. The actual allocation of the amount 
of consideration paid may differ from those assumptions after valuations and    
other procedures are performed after the closing has taken place.               

Charges resulting from the merger                                               

Novell expects to incur a liability for the estimated costs incurred as a 
result of the merger, such as costs resulting from vacating duplicative         
Cambridge facilities and reducing headcount. This liability is included as part 
of the allocation of the purchase price. The unaudited pro forma combined       
condensed balance sheet includes the effect of these charges. These charges     
will be reflected in Novell's consolidated financial statements in the period   
in which the merger is consummated.                                             

You should read these summary pro forma financial statements with the           
historical financial statements                                                 

The Novell summary unaudited pro forma combined condensed financial data  
should be read in conjunction with the Novell unaudited pro forma combined      
condensed financial statements and the related notes, which begin at page 59.   
They should also be read in conjunction with the consolidated audited and       
consolidated condensed unaudited financial statements of Novell and the         
consolidated audited financial statements of Cambridge that are incorporated by 
reference in this proxy statement-prospectus. The Novell summary unaudited pro  
forma combined condensed financial data is not necessarily indicative of what   
the actual results of operations and financial position would have been had the 
merger taken place on November 1, 1999 or January 31, 2001, and do not indicate 
future results of operations or financial position.                             

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NOVELL

SUMMARY UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL DATA 
(in thousands, except per share amounts)

                                                                [Download Table]

                                                                   Three Months
                                                      Year Ended      Ended    
                                                      October 31,  January 31, 
                                                         2000        2001 (1)  
                                                      -----------  ------------
                                                                               
Unaudited Pro Forma Combined Condensed Statements of                           
 Operations Data:                                                              
Net sales...........................................  $1,784,799     $370,087  
Gross profit........................................     974,693      195,437  
Restructuring charge................................      74,892        5,000  
Loss from operations................................    (125,777)     (45,710) 
Loss before taxes...................................      (7,267)     (29,903) 
Income tax expense (benefit)........................         443       (9,191) 
Net loss............................................  $   (7,710)    $(20,712) 
                                                      ==========     ========  
Basic and diluted net loss per share................  $    (0.02)    $  (0.06) 
                                                      ==========     ========  
Weighted average shares outstanding, basic and                                 
 diluted:                                                369,061      364,623  
                                                      ==========     ========  

                                                                [Download Table]

                                                                        As of   
                                                                     January 31,
                                                                        2001    
                                                                     -----------
                                                                                
Unaudited Pro Forma Combined Condensed Balance Sheet Data:                      
Cash and short-term investments..................................... $  752,159 
Working capital.....................................................    530,198 
Total assets........................................................  2,040,844 
Retained earnings...................................................  1,250,626 
Total stockholders' equity..........................................  1,395,967 

--------                                                                        
(1) Net loss and basic and diluted net loss per share for the three months      
   ended January 31, 2001 are before cumulative effect of change in accounting
principle.                                                              

Novell unaudited comparative per share data                                     

 The following tables present certain unaudited historical and unaudited pro
forma per share data that reflect the completion of the merger. These data      
should be read in conjunction with the Novell unaudited pro forma combined      
condensed financial statements, and the historical financial statements of      
Novell and Cambridge, incorporated by reference in this proxy statement-        
prospectus. The Novell unaudited pro forma combined condensed per share data    
does not necessarily indicate the operating results that would have been        
achieved had the merger occurred at the beginning of the periods presented, and 
does not indicate future results of operations or financial position.           

 Options and other potential common securities have not been included in the
computation of pro forma diluted net loss per share as of January 31, 2001      
because their effect would be antidilutive. The total number of Novell options  
outstanding at January 31, 2001 that were antidilutive was 64,822,089.          

Calculation of book value per share amounts                               

The pro forma book value per share is computed by dividing pro forma      
shareholders' equity by the pro forma number of shares outstanding at the end   
of each period for which the computation is made. Novell will not assume the    
outstanding stock options of Cambridge upon the completion of the merger. For   
purposes of computing the historical book value per share of Novell as of       
October 31, 2000 and January 31, 2001,                                          

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historical book value of $1,245.1 million and $1,165.3 million, respectively,   
was divided by historical actual shares outstanding of 327,618,192 and          
317,653,609, respectively. For purposes of computing the historical book value  
per share of Cambridge as of December 31, 2000, historical book value of $224.4 
million was divided by historical actual shares outstanding of 63,492,236. For  
purposes of computing the unaudited pro forma combined book value per share of  
Novell as of January 31, 2001, pro forma book value of $1,396.0 million was     
divided by pro forma shares outstanding of 360,093,166.                         

Calculation of Cambridge equivalent pro forma per share amounts           

The Cambridge equivalent pro forma per share amounts are computed by      
multiplying the Novell pro forma combined per share amounts by the exchange     
ratio of 0.668 of a share of Novell common stock for each share of Cambridge    
common stock.                                                                   

                                                                [Download Table]

                                    Year Ended or as of Quarter Ended or as of
                                     October 31, 2000    January 31, 2001 (1) 
                                    ------------------- ----------------------
                                                                              
Novell historical:                                                            
Basic and diluted net income per                                              
 share.............................        $0.15                $0.01         
Book value per share...............        $3.80                $3.67         

                                                                [Download Table]

                                    Year Ended or as of Quarter Ended or as of
                                     December 31, 2000    December 31, 2000   
                                    ------------------- ----------------------
                                                                              
Cambridge historical:                                                         
Basic and diluted net loss per                                                
 share.............................       $(1.00)               $(0.31)       
Book value per share...............       $ 3.54                $ 3.54        

                                                                [Download Table]

                                     Year Ended or as of Quarter Ended or as of
                                      October 31, 2000    January 31, 2001 (1) 
                                     ------------------- ----------------------
                                                                               
Novell pro forma combined:                                                     
Basic and diluted net loss per                                                 
 share.............................        $(0.02)               $(0.06)       
Book value per share...............           --                 $ 3.88        
Equivalent pro forma basic and                                                 
 diluted net loss per Cambridge                                                
 share.............................        $(0.01)               $(0.04)       
Equivalent pro forma book value per                                            
 Cambridge share...................           --                 $ 2.59        

--------                                                                        
(1) Basic and diluted net income (loss) per share for the three months ended    
 January 31, 2001 are before the cumulative effect of change in accounting
principle.                                                              

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COMPARATIVE PER SHARE MARKET PRICE DATA 

  Novell common stock is traded on the Nasdaq National Market under the symbol
"NOVL." Cambridge common stock is traded on the Nasdaq National Market under    
the symbol "CATP." Because the market price of Novell common stock that you     
will receive in the merger may increase or decrease before the merger, you are  
urged to obtain current market quotations.                                      

  The following table sets forth, for the quarters indicated, the high and low
prices per share of Novell common stock and Cambridge common stock as reported  
on the Nasdaq National Market. Novell common stock began trading on the Nasdaq  
National Market on August 17, 1988, and Cambridge common stock began trading on 
the Nasdaq National Market on April 12, 1993.                                   

                                                                [Download Table]

                                                   Cambridge        Novell     
                                                 Common Stock    Common Stock  
                                                --------------- ---------------
                                                 High     Low    High     Low  
                                                ------- ------- ------- -------
                                                                               
Fiscal 1999                                                                    
Quarter Ended January 31, 1999................. $30.000 $17.250 $20.750 $13.938
Quarter Ended April 30, 1999................... $32.250 $10.625 $28.125 $17.250
Quarter Ended July 31, 1999.................... $21.063 $13.313 $31.188 $21.813
Quarter Ended October 31, 1999................. $17.063 $10.813 $27.000 $16.063

Fiscal 2000                                                                    
Quarter Ended January 31, 2000................. $27.000 $10.938 $42.438 $17.250
Quarter Ended April 30, 2000................... $20.938 $ 8.813 $44.563 $18.063
Quarter Ended July 31, 2000.................... $11.250 $ 6.750 $20.000 $ 7.875
Quarter Ended October 31, 2000................. $ 9.500 $ 2.938 $12.750 $ 7.500

Fiscal 2001                                                                    
Quarter Ended January 31, 2001................. $ 4.438 $ 1.375 $ 9.250 $ 4.781

The following table sets forth the prices per share of Novell common stock
as reported on the Nasdaq National Market and the prices per share of Cambridge 
common stock as reported on the Nasdaq National Market on (a) March 12, 2001,   
the last full trading day preceding public announcement that Novell and         
Cambridge had entered into the merger agreement and (b)           , 2001, the   
last full trading day for which it was practicable to obtain closing prices at  
the time of the printing of this proxy statement-prospectus.                    

                                                                [Download Table]

                                                   Cambridge      Novell   
                                                  Common Stock Common Stock
                                                  ------------ ------------
                                                                           
March 12, 2001..................................     $3.094       $5.813   
May     , 2001..................................                           

  Because the market price of Novell common stock that you will receive in the
merger may increase or decrease before completion of the merger, you are urged  
to obtain current market quotations.                                            

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RISK FACTORS

In evaluating the merger, you should carefully consider the discussion of 
risks and uncertainties below and you should refer to the matters discussed     
under the caption "Forward Looking Statements in this Proxy Statement--         
Prospectus" on page 7.                                                          

By voting in favor of the merger, you will be choosing to invest in Novell
common stock. An investment in Novell common stock involves a high degree of    
risk. In addition to the other information contained in or incorporated by      
reference into this proxy statement-prospectus, you should carefully consider   
the following risk factors in deciding whether to vote for the merger.          

Risks Related to the Merger                                                     

The market prices of common stock for Novell and Cambridge may fluctuate, but   
the exchange ratio is fixed; you will receive 0.668 of a share of Novell common 
stock for each share of Cambridge common stock despite any changes in the       
market value of either Novell or Cambridge common stock.                        

Upon completion of the merger as contemplated under the Agreement and Plan
of Reorganization, dated as of March 12, 2001, by and among Novell, Cambridge   
and Ceres Neptune Acquisition Corp., a wholly owned subsidiary of Novell (the   
"merger agreement"), Novell will exchange 0.668 of a share of Novell common     
stock for each outstanding share of Cambridge common stock. There will be no    
adjustment for changes in the market price of either Novell common stock or     
Cambridge common stock, and Cambridge is not permitted to withdraw from the     
merger or re-solicit the vote of its stockholders solely because of subsequent  
changes in the market price of Novell or Cambridge common stock. Accordingly,   
the specific dollar value of Novell common stock you will receive upon          
completion of the merger will depend on the market value of Novell common stock 
at the time of completion of the merger. You should note that the companies'    
stock prices have historically been highly volatile and that the value of the   
Novell common stock you will receive in the merger may decline prior to or      
after the merger.                                                               

Although Novell and Cambridge intend for the merger to result in benefits to    
the combined company, those benefits may not be realized. Additionally, neither 
Novell nor Cambridge is experienced in organizing an integration of businesses  
of this scale.                                                                  

 Achieving the benefits of the merger will depend in part on the integration
of Novell's and Cambridge's personnel, operations and technology. The           
integration of Novell and Cambridge will be a complex, time consuming and       
expensive process and may disrupt Novell's and Cambridge's business if not      
completed in a timely and efficient manner. The challenges involved in this     
integration include the following:                                              

. Obtaining synergies from the companies' professional services             
organizations;                                                          

. Obtaining synergies from the companies' service and product offerings     
effectively and quickly;                                                

. Coordinating sales efforts so that customers can do business easily with  
the combined company;                                                   

. Integrating technology, back office, human resources, accounting and      
financial systems;                                                      

. Bringing together marketing efforts so that the market receives useful    
information about the combined company;                                 

. Assimilating our employees into a common business culture; and            

. Retaining key officers and employees who possess the necessary skills and 
experience to quickly and effectively transition and integrate the      
businesses.                                                             

  Neither Novell nor Cambridge has experience in integrating operations on the
scale presented by the merger. The integration process will be complicated and  
will involve a number of special risks in addition to the challenges described  
above, including the possibility that management may be distracted from regular 

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business operations. It is not certain that Novell and Cambridge can be         
successfully integrated in a timely manner or at all or that any of the         
anticipated benefits will be realized. Failure to effectively complete the      
integration could materially harm the business and operating results of the     
combined company.                                                               

Client and employee uncertainty related to the merger could harm the combined   
company.                                                                        

Novell's or Cambridge's customers may, in response to the announcement of 
the merger, delay, defer or cancel purchasing decisions or terminate their      
relationship with Novell or Cambridge. Delays, deferrals or cancellations of    
purchasing decisions or any termination of their relationship with Novell or    
Cambridge by Novell's or Cambridge's customers could seriously harm the         
business of the combined company. Similarly, Novell and Cambridge employees may 
experience uncertainty about their future role with the combined company. This  
may adversely affect the combined company's ability to attract and retain key   
management, sales, marketing, technical, services and administrative personnel. 

Cambridge executive officers and directors have interests that may influence    
them to support and approve the merger.                                         

  Jack L. Messman, a director and the president and chief executive officer of
Cambridge, is also a director of Novell. Mr. Messman, as a condition to the     
merger, shall become the president and chief executive officer of Novell. Mr.   
Messman will enter into an employment agreement that will become effective upon 
completion of the merger. Furthermore, Novell's compensation committee has      
approved the grant of stock options to purchase Novell common stock and grants  
of restricted stock to officers of Cambridge on the twelfth day of the month    
following the completion of the merger. The compensation committee also has     
approved the continuation of base salary and incentive compensation for these   
Cambridge officers. The Cambridge officers will also participate in the Novell  
Senior Management Severance Plan upon the completion of the merger.             

In addition, two directors of Cambridge, designated by Cambridge, will    
become directors of Novell upon completion of the merger. Mr. Messman and some  
directors and executive officers of Cambridge have entered into voting          
agreements with Novell under which they have given Novell the right to vote     
their Cambridge shares in favor of adopting the merger agreement and approving  
the transactions contemplated thereunder. Cambridge stockholders should         
consider whether these interests might have influenced these directors and      
officers to support or recommend the merger.                                    

Novell's operating results may suffer as a result of the impact of amortization 
of goodwill relating to its proposed combination with Cambridge.                

 Under generally accepted accounting principles in the United States, Novell
will account for the merger using the purchase method of accounting. Under      
purchase accounting, Novell will record as the cost of acquiring the business   
of Cambridge the following: the market value of Novell common stock issued in   
connection with the merger, and the amount of direct transaction costs as the   
cost of acquiring the business of Cambridge. Novell will allocate the total     
cost to the fair value of individual assets acquired and liabilities assumed    
from Cambridge, with the remaining cost being accounted for as goodwill.        
Goodwill will be amortized over a four year period. As described in the Novell  
Unaudited Pro Forma Combined Condensed Financial Statements section of this     
proxy statement-prospectus, the amount of excess purchase cost allocated to     
goodwill is estimated to be approximately $72.8 million. If goodwill were       
amortized in equal quarterly amounts over a four-year period following          
completion of the merger, the after-tax accounting charge attributable to       
goodwill would be approximately $4.6 million per quarter and $18.2 million per  
fiscal year. As a result, the purchase accounting treatment of the merger may   
adversely affect the combined company's results of operations in the            
foreseeable future, which could cause the market value of the combined          
company's common stock to decline.                                              

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The price of Novell common stock may be affected by factors different from      
those affecting the price of Cambridge common stock.                            

 When the merger is completed, holders of Cambridge common stock will become
holders of Novell common stock. Novell's business differs significantly from    
that of Cambridge, and Novell's results of operations, as well as the price of  
Novell common stock, may be affected by factors different from those affecting  
Cambridge's results of operations and the price of Cambridge common stock.      

If the conditions to the merger are not met, the merger will not occur.         

  Several conditions must be satisfied or waived to complete the merger. These
conditions are described under "Conditions to completion of the merger" and in  
detail in the merger agreement. Novell and Cambridge cannot assure you that     
each of the conditions will be satisfied. If the conditions are not satisfied   
or waived, the merger will not occur or will be delayed, and Novell and         
Cambridge each may lose some or all of the intended benefits of the merger.     

If the merger is not completed, Novell's and Cambridge's stock prices and       
future business and operations could be harmed.                                 

If the merger is not completed, Novell and Cambridge may be subject to the
following material risks:                                                       

. Cambridge may be required to pay Novell a termination fee of $7.3         
million, plus any expenses incurred in collecting such fee;             

. the price of Novell or Cambridge common stock may decline to the extent   
that the current market prices of Novell and Cambridge common stock     
reflect a market assumption that the merger will be completed; and      

. Novell and Cambridge will incur significant costs related to the merger,  
such as legal, accounting and some of the fees and expenses of their    
financial advisors, which costs must be paid even if the merger is not  
completed.                                                              

Further, with respect to Cambridge, if the merger is terminated and       
Cambridge's board of directors determines to pursue another merger or business  
combination, it is not certain that Cambridge will be able to find a partner    
willing to pay an equivalent or more attractive price than that which would be  
paid in the merger. In addition, while the merger agreement is in effect and    
subject to limited exceptions described in this proxy statement-prospectus,     
Cambridge and its officers, board members and advisors are generally prohibited 
from soliciting, initiating or knowingly encouraging or entering into           
extraordinary transactions, such as a merger, sale of assets or other business  
combination, with any party other than Novell.                                  

The merger will result in substantial costs whether or not completed.           

The merger will result in significant costs to Novell and Cambridge.      
Excluding costs associated with combining the operations of the two companies   
and severance benefits and costs associated with discontinuing some redundant   
business activities, direct transaction costs are estimated at approximately    
$9.7 million. These costs are expected to consist primarily of fees for         
investment bankers, attorneys, accountants, filing fees and financial printing. 
The aggregate amount of these costs may be greater than currently anticipated.  
A substantial amount of these costs will be incurred whether or not the merger  
is completed.                                                                   

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Risks Associated with Combined Company Operations                               

Some executive officers and key personnel are critical to the business of the   
combined company and these officers and key personnel may not remain with the   
company in the future.                                                          

The success of the combined company following the merger depends upon the 
continued service of some executive officers and other key personnel. Upon      
completion of the merger, Jack L. Messman, Cambridge's chief executive officer  
and president, will become the chief executive officer and president of Novell. 
Three of Novell's Senior Vice-Presidents have left Novell in the past year and  
any of Novell's other officers could leave in the future. If the combined       
company loses the services of Mr. Messman or one or more of its other executive 
officers or key employees, or if one or more of these individuals decides to    
join a competitor or otherwise compete directly or indirectly with the combined 
company, the combined company's business, operating results and financial       
condition could be seriously harmed.                                            

Some of the combined company's venture capital fund investments have become     
impaired. Additional venture capital fund investments could become impaired.    

Novell's investment portfolio includes investments made for strategic     
business purposes, such as investments through the Novell Venture Fund. Novell  
Venture Fund investments are generally in small capitalization stocks in the    
high-technology industry sector and funds managed by venture capitalists.       
Similarly, Cambridge has also invested in private companies in the high-        
technology industry. Many of these investments by Novell and Cambridge might    
become other than temporarily impaired. As of March 31, 2001, unrealized losses 
on Novell's public equity securities totaled approximately $125 million, which  
pertained primarily to investments in Caldera ($3 million), Entrust ($10        
million), externally managed funds ($10 million), and marchFIRST ($102          
million). The combined company will have to record impairment losses under      
generally accepted accounting principles for other than temporarily impaired    
investments.                                                                    

The combined company may not be able to hire and retain sufficient development, 
consulting, managerial and technical sales personnel that it needs to succeed   
because these personnel are limited in number and in high demand.               

If the combined company fails to hire and retain sufficient numbers of    
development, consulting, managerial and technical sales personnel, its          
business, operating results and financial condition would be harmed.            
Competition for qualified development, consulting, managerial and technical     
sales personnel is intense as these personnel are in limited supply, and the    
combined company might not be able to hire and retain sufficient numbers of     
such personnel to grow its business. Although Novell intends to increase the    
size of its development and consulting staff through the acquisition of         
Cambridge, Cambridge's personnel may not remain with Cambridge or with the      
combined company after the closing of the acquisition.                          

In addition, the market price of Novell's common stock has declined       
substantially in the last year. Consequently, potential employees may perceive  
Novell's equity incentives, such as stock options, as less attractive, and      
current employees whose options are no longer priced below market value may     
choose not to remain employed with the combined company. As a result, the       
combined company's ability to attract employees may be adversely affected. New  
options granted to Cambridge's key employees or other employees at the current  
market price of Novell's common stock may not be sufficient to retain these     
employees. Finally, should Novell's stock price substantially decline, the      
retention value of stock options will decline, and Novell's employees may       
choose not to remain with the combined company.                                 

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Novell and Cambridge face increased risks in conducting a global business,      
which may damage business results.                                              

Novell and Cambridge are multi-national corporations with offices and     
subsidiaries around the world and as such, they face risks in doing business    
abroad that they do not face domestically. Certain aspects inherent in          
transacting business internationally could negatively impact the operating      
results of the combined company, including:                                     

. costs and difficulties in staffing and managing international operations; 

. unexpected changes in regulatory requirements;                            

. tariffs and other trade barriers;                                         

. difficulties in enforcing contractual and intellectual property rights;   

. longer payment cycles;                                                    

. local political and economic conditions;                                  

. potentially adverse tax consequences, including restrictions on           
repatriating earnings and the threat of "double taxation"; and          

. fluctuations in currency exchange rates.                                  

Novell Specific Risks that Could Adversely Impact the Combined Company          

Novell may not be successful at introducing new technologies.                   

Novell expects to achieve widespread acceptance and adoption of its Net   
services and e-solutions products, Novell Directory Services ("NDS"), and the   
products and applications that take advantage of directory services. The        
combined company's success with Net services and NDS solutions is dependent on  
a number of factors including, but not limited to, the following:               

. development of key Net services and directory products and upgrades;      

. the acceptance of new products by large industry partners, and the        
marketing of new products through appropriate channels of distribution; 
and                                                                     

. the acceptance of new products by major accounts.                         

The Company has only had limited success in introducing new technologies, 
and there can be no assurance of success with Net services or NDS solutions.    

Novell has experienced delays in the introduction and market acceptance of new  
products due to various factors.                                                

Novell has experienced delays in the introduction of new products due to: 
the complexity of software products, the need for extensive testing of software 
to ensure compatibility of new releases with a wide variety of application      
software and hardware devices, and the need to "debug" products prior to        
extensive distribution. Significant delays in developing, completing or         
shipping new or enhanced products would adversely affect the combined company.  

  Moreover, the combined company may experience delays in market acceptance of
new releases of products as it engages in marketing and education of the user   
base regarding the advantages and system requirements for new products and as   
customers evaluate the advantages and disadvantages of upgrading. Novell has    
encountered these issues on prior new releases of its products, and expects     
that it will encounter such issues in the future. The combined company's        
ability to achieve desired levels of sales growth depends at least in part on   
the successful completion, introduction and sale of new versions of its         
products. There can be no assurance that the combined company will be able to   
respond effectively to technological changes or new                             

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product announcements by others, or that its research and development efforts   
will be successful. Should the combined company experience material delays or   
sales shortfalls with respect to new product releases, its sales and net income 
could be adversely affected.                                                    

Novell's existing product sales may deteriorate more rapidly than sales of new  
products increase.                                                              

 Novell has several existing products that it has been selling and upgrading
for many years. Sales of these products have been declining and may continue to 
decline at a faster rate than Novell is able to increase sales of new products  
or technologies.                                                                

The combined company's existing relationships with other information technology 
services organizations may be impaired.                                         

  Novell relies on existing relationships with information technology services
organizations that recommend, design and implement solutions for their          
customers' eBusiness that include Novell Net services products. A change in the 
willingness of these information technology service organizations to do         
business with Novell could undercut Novell's efforts to become a solutions-     
based Net services software company.                                            

If third parties claim that Novell infringes upon their intellectual property,  
Novell's ability to use some technologies and products could be limited and it  
may incur significant costs to resolve these claims.                            

 Litigation regarding intellectual property rights is common in the Internet
and software industries. Novell expects third-party infringement claims         
involving Internet technologies and software products and services to increase. 
If an infringement claim is filed against Novell, it may be prevented from      
using some technologies and may incur significant costs to resolve the claim.   

Novell has in the past received letters suggesting that it is infringing  
upon the intellectual rights of others, and it may from time to time encounter  
disputes over rights and obligations concerning intellectual property. Novell's 
products and services may be found to infringe on the intellectual property     
rights of third parties.                                                        

In addition, Novell has agreed, and may agree in the future, to indemnify 
customers against claims that its products infringe upon the intellectual       
property rights of others. Novell could incur substantial costs in defending    
itself and its customers against infringement claims. In the event of a claim   
of infringement, Novell and its customers may be required to obtain one or more 
licenses from third parties. In such instances, Novell or its customers may not 
be able to obtain necessary licenses from third parties at a reasonable cost or 
at all.                                                                         

Cambridge Specific Risks that Could Adversely Impact the Combined Company       

Cambridge's business may be negatively affected if Cambridge does not continue  
to adapt to the Internet's rapid technological change, evolving business        
practices and changing client requirements.                                     

The Internet professional services market is characterized by rapidly     
changing technology, evolving business practices and changing client needs.     
Accordingly, Cambridge's future success, and thus, the combined company's       
future success, will depend, in part, on its ability to continue to adapt and   
meet these challenges. Among the most important challenges facing Cambridge are 
the need to continue to:                                                        

. effectively identify and use leading technologies;                        

. develop strategic and technical expertise;                                

. influence and respond to emerging industry standards and other technology 
changes and to orient management teams to capitalize on these changes;  

. recruit and retain qualified project personnel;                           

. enhance current services;                                                 

. develop new services that meet changing customer needs; and               

. effectively advertise and market its services.                            

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Cambridge's business is dependent upon continued growth in the use of the       
Internet by its clients, prospective clients and their customers and suppliers. 

If the number of users on the Internet does not increase and commerce over
the Internet does not become more accepted and widespread, demand for           
Cambridge's services may decrease and, as a result, revenues of the combined    
company may suffer. Factors that may affect Internet usage or electronic        
commerce adoption include:                                                      

. actual or perceived lack of security;                                     

. lack of access and ease of use;                                           

. inconsistent quality of service;                                          

. increases in access costs to the Internet;                                

. actual or threatened computer "viruses" or other malicious code;          

. excessive governmental regulation or the imposition of taxation on        
Internet transactions;                                                  

. uncertainty regarding intellectual property ownership;                    

. reluctance to adopt new business methods; and                             

. costs associated with replacing obsolete infrastructure.                  

Cambridge contracts contain pricing risks.                                      

Cambridge derives a significant portion of its revenue from fixed-price,  
fixed-time contracts. Because of the complex nature of the services Cambridge   
provides, it is sometimes difficult to accurately estimate the cost, scope and  
duration of particular client engagements. If Cambridge does not accurately     
estimate the resources required for a project, does not accurately assess the   
scope of work associated with a project, does not manage the project properly,  
or does not satisfy its obligations in a manner consistent with the contract,   
then Cambridge's costs to complete the project could increase substantially.    
Cambridge has occasionally had to commit unanticipated additional resources to  
complete projects, and it may have to take similar action in the future.        
Cambridge may not be compensated for these additional costs or the commitment   
of these additional resources, which could negatively impact the operating      
results of the combined company.                                                

Cambridge derives a portion of its revenues from services performed for dot-com 
companies.                                                                      

Many dot-com companies are recently organized, have limited operating     
histories, have significant net losses and have limited corporate sponsorship   
or financial resources. The volatility of the stock market in recent months has 
made it difficult for many dot-com companies to raise funds, and a number of    
companies have gone bankrupt. As a result, Cambridge may experience greater     
than expected customer loss or an inability to collect fees from customers in a 
timely manner, if at all. Cambridge's ability to achieve revenue and earnings   
targets or maintain an adequate cash position could be adversely affected.      

Cambridge's clients can cancel or reduce the scope of their engagements with    
Cambridge on short notice.                                                      

If Cambridge's clients cancel or reduce the scope of an engagement with   
Cambridge, Cambridge may be unable to reassign its professionals to new         
engagements without delay. Personnel and related costs constitute a substantial 
portion of Cambridge's operating expenses. Because these expenses are           
relatively fixed, and because Cambridge establishes the levels of these         
expenses well in advance of any particular quarter, cancellations or reductions 
in the scope of client engagements could result in the underutilization of      
Cambridge's professional services employees, causing significant reductions in  
operating results for a particular quarter.                                     

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Cambridge's failure to meet client expectations or deliver error-free services  
could result in losses and negative publicity.                                  

Many of Cambridge's engagements involve information technology solutions  
that are critical to the clients' businesses. Significant defects or errors in  
these solutions or failure to meet or manage clients' specifications or         
expectations could result in:                                                   

. delayed or lost revenues due to adverse client reaction;                  

. requirements to provide additional services to a client at no charge;     

. negative publicity about Cambridge and its services, which could          
adversely affect Cambridge's ability to attract or retain clients; and  

. claims for substantial damages against Cambridge, regardless of           
Cambridge's responsibility for such failure.                            

Cambridge has a recent history of operating losses influenced in part by        
general economic conditions, and may not be able to reverse this trend in the   
near future.                                                                    

Primarily as a result of a slowdown in growth in demand for Cambridge's e-
Solutions services, a slowing global economy and increased cost of recruiting   
and retaining project personnel, Cambridge has incurred losses. Cambridge's     
revenues and results of operations are influenced by general economic and       
industry-specific trends. Cambridge's clients and potential clients have and    
may continue to substantially reduce their information technology and related   
budgets. Cambridge may not be able to achieve or sustain profitability on a     
quarterly or annual basis in the future.                                        

The Internet professional services market is highly competitive, with low       
barriers to entry. If Cambridge cannot effectively compete, its revenue may     
decline.                                                                        

The Internet professional services market is relatively new and highly    
competitive. Cambridge's competitors include a wide variety of Internet-focused 
professional service firms, management consulting companies, traditional        
information technology service firms, systems integration firms and internal    
information technology departments of prospective clients. There are relatively 
low barriers to entry in the Internet professional services market. Current or  
future competitors may develop or offer services that are comparable or         
superior to those of Cambridge at a lower price, which could significantly      
decrease Cambridge's revenues.                                                  

Cambridge may not be able to protect its contractual rights, which may          
adversely affect its business.                                                  

  Cambridge generally enters into contractual relationships with its employees
that protect its confidential information, and impose non-solicitation          
obligations on employees. In the event that Cambridge's trade secrets or other  
proprietary information are misappropriated, Cambridge's business could be      
seriously harmed. In addition, Cambridge may not be able to timely detect       
unauthorized use of its intellectual property and take appropriate steps to     
enforce its rights. In the event Cambridge is unable to enforce these           
contractual obligations, its business could be adversely affected.              

Cambridge's quarterly revenues and operating results have fluctuated and may    
continue to fluctuate.                                                          

Cambridge's quarterly revenues and operating results are volatile and     
difficult to predict. Cambridge's quarterly operating results have varied in    
the past and could vary significantly from quarter to quarter in the future.    
Factors that may cause Cambridge's results to fluctuate include:                

. the number and significance of client engagements commenced and completed 
during a period;                                                        

. changes in demand for Cambridge's consulting and implementation services  
and third party products or solutions for which Cambridge performs      
integration services;                                                   

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. Cambridge's ability to obtain new and follow-on client engagements;       

. the number of working days in a period;                                   

. Cambridge's ability to collect accounts receivable from its clients which 
may not pay Cambridge, may pay Cambridge only a portion of what it is   
owed, or may delay paying Cambridge for an extended period;             

. the introduction of new service models by Cambridge or its competitors;   

. changes in market conditions that could impact the value of securities    
owned by Cambridge or the value of Cambridge's investment in Cambridge  
Technology Capital Fund I;                                              

. unanticipated negative outcomes of litigation involving Cambridge;        

. Cambridge's ability to attract, train and retain skilled personnel in all 
areas of its business; and                                              

. Cambridge's ability, in a consistent and accurate manner, to manage       
costs, including personnel costs and support services costs.            

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THE SPECIAL MEETING OF CAMBRIDGE STOCKHOLDERS 

Proxy statement-prospectus                                                      

  This proxy statement-prospectus is being furnished to you in connection with
the solicitation of proxies by Cambridge's board of directors in connection     
with the proposed merger. This proxy statement-prospectus is first being        
furnished to stockholders of Cambridge on or about            , 2001.           

Date, time and place of the special meeting                                     

The special meeting of stockholders of Cambridge is scheduled as follows: 

June     , 2001                                                           
10:00 a.m., local time                                                    
Eight Cambridge Center                                                    
Cambridge, Massachusetts 02142                                            

Purpose of the special meeting                                                  

The special meeting is being held so that stockholders of Cambridge can   
consider and vote upon a proposal to adopt the merger agreement and transact    
any other business that properly comes before the special meeting or any        
adjournment thereof. Adoption of the merger agreement will also constitute      
approval of the merger and the other transactions contemplated by the merger    
agreement.                                                                      

If the stockholders of Cambridge adopt the merger agreement and the other 
conditions to completion of the merger are satisfied or waived, Ceres Neptune   
Acquisition Corp. will merge with and into Cambridge, and Cambridge will        
survive the merger as a wholly owned subsidiary of Novell. You will be entitled 
to receive 0.668 of a share of Novell common stock for each share of Cambridge  
common stock you hold on the effective date of the merger.                      

Stockholder record date for the special meeting                                 

Cambridge's board of directors has fixed the close of business on        ,
2001 as the record date for determination of Cambridge stockholders entitled to 
notice of, and to vote at, the special meeting. On the record date, there were  
       shares of Cambridge common stock outstanding, held by approximately
holders of record.                                            

Majority vote of Cambridge stockholders required for adoption of the merger     
agreement                                                                       

A majority of the outstanding shares of Cambridge common stock entitled to
vote at the special meeting must be represented, either in person or by proxy,  
to constitute a quorum at the special meeting. The affirmative vote of the      
holders of at least a majority of the shares of Cambridge common stock          
outstanding on the record date is required to adopt the merger agreement. You   
are entitled to one vote for each share of Cambridge common stock held by you   
on the record date on each proposal to be presented to stockholders at the      
special meeting.                                                                

  On the record date for the special meeting, directors and executive officers
of Cambridge and their affiliates held approximately           shares of        
Cambridge common stock representing approximately      % of all outstanding     
shares of Cambridge common stock as of the record date.                         

Some Cambridge executive officers and directors, in their capacity as     
stockholders, have agreed, subject to the terms and conditions of a voting      
agreement with Novell, to vote their shares of Cambridge common stock in favor  
of the adoption of the merger agreement. As of the record date these            
stockholders held approximately              shares of Cambridge common stock   
representing approximately       % of the outstanding shares of Cambridge       
common stock as of the record date.                                             

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Proxies                                                                         

All shares of Cambridge common stock represented by properly executed     
proxies received before or at the special meeting will, unless the proxies are  
revoked, be voted in accordance with the instructions indicated on the proxies. 
If no instructions are indicated on a properly executed proxy, the shares will  
be voted FOR adoption of the merger agreement. You are urged to vote your proxy 
through the Internet, the telephone or mark a box on the proxy to indicate how  
to vote your shares.                                                            

 If a properly executed proxy is returned and the stockholder has instructed
the proxies to abstain from voting on adoption of the merger agreement, the     
Cambridge common stock represented by the proxy will be considered present at   
the special meeting for purposes of determining a quorum, but will not be voted 
for or against the merger, thereby having the effect of being a vote against    
the merger. If your shares are held in an account at a brokerage firm or bank,  
you must instruct such institution how to vote your shares. If an executed      
proxy card is returned by a broker holding shares in the name of a brokerage    
firm or bank, which indicates that the broker or bank does not have             
instructions or discretionary authority to vote on adoption of the merger       
agreement, the shares will be considered present at the meeting for the purpose 
of determining a quorum, but will not be considered to have been voted in favor 
of adoption of the merger agreement. Your broker or bank will vote your shares  
only if you provide instructions on how to vote by following the information    
provided to you by your broker or bank.                                         

 Because adoption of the merger agreement requires the affirmative vote of a
majority of the shares of Cambridge common stock outstanding on the record      
date, abstentions, failures to vote and broker non-votes will have the same     
effect as a vote against adoption of the merger agreement.                      

 Cambridge does not expect that any matter other than adoption of the merger
agreement will be brought before the special meeting. If, however, other        
matters are properly presented, the persons named as proxies will vote in       
accordance with their judgment with respect to those matters, unless authority  
to do so is withheld in the proxy.                                              

You may revoke your proxy at any time before it is voted by:              

.  notifying in writing the Secretary of Cambridge at Eight Cambridge       
Center, Cambridge, MA 02142;                                          

.  properly submitting a subsequent proxy;                                  

.  appearing in person and voting at the special meeting; or                

.  if you voted electronically through the Internet or by telephone,        
changing your vote by voting again at a later date, using the same    
procedures.                                                           

Attendance at the special meeting will not in and of itself constitute the
revocation of a proxy.                                                          

You should not send in any stock certificates with your proxies. A        
transmittal form with instructions for surrender of stock certificates for      
Cambridge common stock will be mailed to you as soon as practicable after       
completion of the merger.                                                       

Voting electronically or by telephone                                           

Because Delaware, the state in which Cambridge is incorporated, permits   
electronic submission of proxies through the Internet or by telephone, instead  
of submitting proxies by mail on the enclosed proxy card or voting              
instructions, stockholders have the option to vote electronically by submitting 
their proxies or voting instructions through the Internet or by telephone.      
Please review your proxy card for exact instructions on how to vote on the      
Internet or by telephone. Please note that there are separate arrangements for  
using the Internet and telephone depending on whether your shares are           
registered in Cambridge's stock records in your name or in the name of a        
brokerage firm or bank.                                                         

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The Internet and telephone procedures described below for submitting your 
proxy or voting instructions are designed to authenticate stockholders'         
identities, to allow stockholders to have their shares voted and to confirm     
that their instructions have been properly recorded. Stockholders submitting    
proxies or voting instructions via the Internet should understand that there    
may be costs associated with electronic access, such as usage charges from      
Internet access providers and telephone companies, which would be borne by the  
stockholder.                                                                    

 Cambridge holders whose shares are held in certificate form (of record) may
submit their proxies:                                                           

.  through the Internet by visiting a website established for that purpose  
at proxyvoting.com/Cambridge Technology Partners and following the    
instructions; or                                                      

.  by telephone by calling the toll-free number               and following 
the recorded instructions.                                            

Cambridge holders whose shares are held in their brokerage account or     
through a bank need to check their proxy card and the instructions for voting   
electronically.                                                                 

Solicitation of proxies                                                         

 Novell and Cambridge will equally share the expenses incurred in connection
with the printing and mailing of this proxy statement-prospectus. Cambridge     
will also request banks, brokers and other intermediaries holding shares of     
Cambridge common stock beneficially owned by others to send this proxy          
statement-prospectus to, and obtain proxies from, the beneficial owners and     
will reimburse the holders for their reasonable expenses in so doing.           
Solicitation of proxies by mail may be supplemented by telephone, telegram and  
other electronic means, advertisements and personal solicitation by the         
directors, officers or employees of Cambridge. No additional compensation will  
be paid to directors, officers or employees for such solicitation.              

You should not send in any stock certificates with your proxy card. A     
transmittal letter with instructions for the surrender of stock certificates    
will be mailed to you as soon as practicable after completion of the merger.    

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THE MERGER

  This section of the proxy statement-prospectus describes material aspects of
the proposed merger, including the merger agreement. While we believe that the  
description covers the material terms of the merger, this summary may not       
contain all of the information that is important to you. You should read this   
entire proxy statement-prospectus and the other documents we refer to carefully 
for a more complete understanding of the merger. In addition, we incorporate    
important business and financial information about Novell and Cambridge into    
this proxy statement-prospectus by reference. You may obtain the information    
incorporated by reference into this proxy statement-prospectus without charge   
by following the instructions in the section entitled "Where You Can Find More  
Information" on page 74 of this proxy statement-prospectus.                     

Effect of the merger and conversion of Cambridge common stock                   

 Upon the merger, Ceres Neptune Acquisition Corp., a wholly owned subsidiary
of Novell, will merge with and into Cambridge. Cambridge will survive the       
merger as a wholly owned subsidiary of Novell. The stockholders of Cambridge    
will become stockholders of Novell. The Novell Restated Certificate of          
Incorporation, the Novell Bylaws and the laws of the State of Delaware will     
govern their rights as stockholders. See "Comparison of Rights of Holders of    
Cambridge Common Stock and Novell Common Stock" on page 67 of this proxy        
statement-prospectus.                                                           

  At the closing of the merger, by virtue of the merger and without any action
on the part of Novell, Ceres Neptune, Cambridge or any of their security-       
holders, each share of Cambridge common stock issued and outstanding            
immediately prior to the effective time will be cancelled and extinguished and  
automatically converted into the right to receive 0.668 of a share of Novell    
common stock. Each Cambridge stockholder will need to surrender the certificate 
representing such share(s) of Cambridge common stock in the manner provided for 
in the merger agreement, or in the case of a lost, stolen or destroyed          
certificate, upon delivery of an affidavit, and bond, if required.              

  The exchange ratio in the merger will be appropriately adjusted in the event
of any stock split, reverse stock split, stock dividend, extraordinary cash     
dividends, reorganization, recapitalization, reclassification, combination,     
exchange of shares or other like change with respect to Novell common stock or  
Cambridge common stock occurring prior to the consummation of the merger. No    
fractional shares of Novell common stock will be issued in connection with the  
merger. Instead you will receive cash, without interest, in lieu of the         
issuance of any fractional shares of Novell common stock that would have been   
otherwise issuable to you as a result of the merger. Each share of Cambridge    
common stock held by Cambridge or any direct or indirect wholly owned           
subsidiary of Cambridge immediately prior to the closing of the merger will be  
cancelled and extinguished.                                                     

Background of the merger                                                        

  In March 2000, Novell engaged Morgan Stanley & Co. Incorporated as financial
advisors to assist in considering strategic options, including possible         
acquisitions and business combinations. During the latter part of 2000 and      
early 2001, senior management and the board of directors of Novell considered   
various strategic alternatives to increase stockholder value, including a sale  
of Novell in whole or in part and a spin-off or joint venture involving Novell  
subsidiaries.                                                                   

On January 19, 2001, following a meeting of the Novell board in San Jose, 
California, Dr. Eric E. Schmidt, chairman, president and chief executive        
officer of Novell, approached Jack L. Messman, the president, chief executive   
officer and a director of Cambridge, regarding a possible strategic combination 
between the two companies. Mr. Messman is currently, and has been since 1985, a 
director of Novell and he is also a director of Safeguard Scientifics, Inc. Dr. 
Schmidt and Mr. Messman discussed the companies' histories, relevant            
operational issues, stockholder bases and key employees.                        

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On February 1, 2001, the Novell board of directors met to consider the    
potential acquisition of Cambridge. The board considered the possibility of Mr. 
Messman becoming the chief executive officer of a combined entity. The board    
authorized management to continue discussions with Cambridge.                   

On February 2, 2001, Dr. Schmidt called Mr. Messman to continue their     
discussion and during this discussion Dr. Schmidt suggested that Mr. Messman    
replace him as president and chief executive officer of Novell effective upon   
the closing of any eventual transaction between the parties.                    

On February 6, 2001, Dr. Schmidt, Mr. Messman and Warren V. Musser, the   
chairman of the board of Cambridge and, at the time, the chief executive        
officer of Safeguard, met in Cambridge, Massachusetts, to continue these        
discussions.                                                                    

On February 7, 2001, Cambridge retained Salomon Smith Barney Inc. as its  
financial advisor and Morgan, Lewis & Bockius LLP as its special transaction    
counsel in connection with a possible transaction with Novell. Salomon Smith    
Barney received several inquiries from industry participants and financial      
investors regarding potential transactions involving Cambridge. None of the     
inquiries received by Salomon Smith Barney resulted in serious negotiations and 
no party other than Novell conducted due diligence.                             

Also on February 7, 2001, Dennis Raney, executive vice president and chief
financial officer of Novell, met with members of Cambridge management in        
Cambridge, Massachusetts to discuss the merits of combining Novell's and        
Cambridge's operations.                                                         

On February 9, 2001, the Cambridge board of directors met to discuss a    
possible transaction with Novell. At the meeting, Mr. Messman outlined the      
advantages and disadvantages of such a transaction. Following Mr. Messman's     
presentation, Howard L. Shecter of Morgan Lewis made a presentation to the      
board regarding the directors' duties and responsibilities in considering a     
potential transaction with Novell. Salomon Smith Barney then made a             
presentation to the board regarding possible transaction structures. The        
attorneys for Novell and Cambridge began conducting their respective legal due  
diligence reviews on February 9, 2001.                                          

 On February 10, 2001, Willard Smith, Novell's vice president of mergers and
acquisitions, and representatives from Ernst & Young LLP, Novell's auditors and 
Morgan Stanley met in Cambridge, Massachusetts with members of Cambridge's      
management team, including Mr. Messman, Joseph A. LaSala, Jr., senior vice      
president, general counsel and secretary, John J. Gavin Jr., senior vice        
president, chief financial officer and treasurer, Gerard Van Kemmel, executive  
vice president and chief operating officer, and Alan J. Friedman, senior vice   
president--human resources, and Salomon Smith Barney, to conduct business and   
financial due diligence.                                                        

On February 12, 2001, Mr. Messman met in San Jose, California with Dr.    
Schmidt, John A. Young, a director of Novell, and Larry W. Sonsini, a director  
of Novell and a member of Novell's outside legal counsel, Wilson Sonsini        
Goodrich & Rosati, Professional Corporation, to have further discussions        
regarding a possible transaction between Cambridge and Novell.                  

Also on February 12, 2001, members of Cambridge management, including Mr. 
LaSala, Mr. Gavin, Mr. Friedman, and Gary F. Schuster, senior vice president--  
communications, and Salomon Smith Barney met in San Jose, California with       
members of Novell management, including Mr. Raney, Mr. Smith, Dr. Carl S.       
Ledbetter, chief technology officer, Alex Salehi, vice president of worldwide   
consulting services and Ronald Foster, vice president and corporate controller  
and Morgan Stanley, to conduct business and financial due diligence on Novell.  

During the period between February 12, 2001 and March 12, 2001, Wilson    
Sonsini and Morgan Lewis continued their respective legal due diligence reviews 
and engaged in discussions regarding the terms and conditions of the proposed   
merger.                                                                         

The Novell board of directors met on February 13, 2001 and was updated by 
management and its legal and financial advisors on the status of discussions    
with Cambridge. On February 14, 2001, Mr. Messman had a                         

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telephone conversation with Dr. Schmidt, and Dr. Schmidt invited Mr. Messman to 
make a presentation to the Novell board of directors.                           

On February 25, 2001, Dr. Schmidt, Mr. Messman and Mr. Gavin met in San   
Jose, California with Salomon Smith Barney to discuss the merits of the         
proposed strategic combination.                                                 

On February 26, 2001, Mr. Messman, Mr. Gavin and Salomon Smith Barney met 
with representatives from Morgan Stanley to review the merits of the proposed   
strategic combination.                                                          

On February 26, 2001 and February 27, 2001, members of the Novell and     
Cambridge senior management teams and their respective financial advisors held  
a series of conference calls and meetings to review preliminary terms and       
continue discussions regarding a proposed combination. As part of these         
discussions, Mr. Messman and Mr. Gavin met in San Jose, California with Messrs. 
Schmidt, Young and Sonsini.                                                     

On February 27, 2001, the Novell board of directors met to discuss the    
results of the meetings between the management teams of Novell and Cambridge.   
At the meeting, Novell's legal advisors reviewed the fiduciary duties of the    
board with regard to the proposed transaction. Additionally, Mr. Messman met    
with members of Novell senior management in Provo, Utah.                        

On February 28, 2001, members of the Cambridge board of directors met with
Cambridge senior management and Salomon Smith Barney to discuss the status of   
discussions between Novell and Cambridge. Mr. Messman provided a detailed       
review, including a summary of the diligence efforts and review of the          
strategic rationale and financial rationale for the proposed transaction.       

 From March 2, 2001 through March 6, 2001, Novell and its financial advisors
met with Cambridge and its financial advisor in the United States and in Europe 
to conduct further due diligence and review the potential transaction benefits. 

From March 6, 2001 through March 11, 2001, representatives from Novell and
Cambridge and its financial advisor and their respective advisors continued to  
negotiate the terms of the proposed merger, including the exchange ratio,       
restrictions on Cambridge's ability to pursue alternative transactions,         
representations, warranties, consents, termination provisions and conditions to 
the closing of the merger.                                                      

On March 8, 2001, the Novell board of directors met to review reports by  
Novell's management and Novell's legal and financial advisors on the status of  
due diligence and negotiations with Cambridge. The board discussed the reports  
and instructed management and Novell's legal and financial advisors to continue 
with due diligence and negotiations.                                            

On March 9, 2001, the Cambridge board met via telephone. Present at the   
meeting were the directors, senior management of Cambridge, Salomon Smith       
Barney and Howard L. Shecter of Morgan Lewis. Mr. Messman began the meeting by  
reviewing the status of the proposed transaction with Novell and by providing a 
strategic overview. He then summarized the diligence efforts to date. Salomon   
Smith Barney then made a presentation, providing an overview of their           
preliminary analysis of the proposed transaction, a detailed review of the      
information technology services sector and strategic rationale for the          
transaction and possible concerns and challenges associated with it. Salomon    
Smith Barney also reviewed, at Mr. Messman's request, the side-by-side          
financial analysis of the two companies. Mr. Shecter then made a presentation   
summarizing the status of negotiations on the merger agreement and the results  
of Morgan Lewis's diligence review to date. Mr. Gavin then updated the board on 
Cambridge's financial due diligence review of Novell.                           

On March 12, 2001, the Novell board met with Novell management and its    
advisors to review the proposed terms of the acquisition of Cambridge. At the   
meeting, Novell's legal advisors discussed the terms of the merger agreement    
and related documents. Novell's financial advisors then gave a presentation to  
the board.                                                                      

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The board discussed, among other things, the status of negotiations, the        
potential benefits and risks of the transaction and the principal terms of the  
proposed merger. Following discussion, the Novell board approved the            
transaction on the terms presented with instructions to management to negotiate 
and finalize the open issues and to sign the merger agreement later that day.   

Also on March 12, 2001, the Cambridge board met to review the terms of the
transaction. At this meeting, the members of management of Cambridge discussed  
the results of the negotiations and the terms of the proposed merger, including 
status and timing of the transaction, pricing and valuation of the proposed     
merger, strategies and business opportunities with Novell, various business     
issues relating to the merger, and a review of Novell's financial performance   
and prospects. Mr. Shecter made a presentation to the Cambridge board during    
which he reminded the directors of their duties and responsibilities under      
Delaware law. He then summarized the results of Morgan Lewis's due diligence    
review and outlined the terms of the proposed merger agreement, including       
restrictions on Cambridge's ability to pursue alternative transactions, closing 
conditions and termination provisions, the voting agreement, affiliate          
agreements and other relevant documents. Lastly, Mr. Shecter identified the     
final outstanding legal issues, and he apprised the Cambridge board that some   
officers and directors of Cambridge, including Mr. Messman, had interests which 
might conflict with the interests of Cambridge stockholders. Following Mr.      
Shecter's presentation, Salomon Smith Barney presented an analysis of the       
financial terms of the proposed merger with Novell and delivered its oral       
opinion, subsequently confirmed in writing as of March 12, 2001, as to the      
fairness of the exchange ratio, from a financial point of view, to the holders  
of Cambridge common stock. Following these presentations and the related        
discussions by the Cambridge board, the Cambridge board of directors concluded  
that the merger was in the best interests of Cambridge stockholders, declared   
the merger advisable, approved the proposed terms of the merger and the merger  
agreement in substantially the form presented, authorized Cambridge's officers  
to complete the negotiations and execute the merger agreement and resolved to   
recommend that Cambridge stockholders vote to adopt the merger agreement. In    
connection with the merger, the board also resolved to amend the Cambridge      
stockholder rights plan to exempt Novell and the merger from the provisions of  
the rights plan. Warren Musser, a Cambridge director who was then the chief     
executive officer of Safeguard, abstained from the vote citing unique           
investment company issues faced by Safeguard as a result of the proposed        
transaction as the reason for abstention.                                       

After the close of trading on March 12, 2001, Cambridge, Novell and Ceres 
Neptune entered into the merger agreement and Mr. Messman entered into a voting 
agreement with Novell. In addition, Cambridge amended its stockholder rights    
plan. Immediately following the signing of the merger agreement, Novell and     
Cambridge issued a joint press release announcing the merger.                   

Joint reasons for the merger                                                    

The boards of directors of Novell and Cambridge have determined that a    
combined company would be positioned to compete more effectively in the market, 
thereby increasing the potential for improved long-term operating and financial 
results. In particular, the boards believe that the merger will create the      
opportunity for Novell and Cambridge to:                                        

. provide their customers with new Web-based products and services that     
will better serve the needs of customers;                               

. develop software products that help extend businesses to better utilize   
the Internet; and                                                       

. develop products around leading application platforms and other           
information technology resources supported by Net services software from
Novell.                                                                 

Recommendation of, and factors considered by, the Cambridge board of directors  

At a meeting of the Cambridge board of directors on March 12, 2001, after 
due consideration, the Cambridge board:                                         

. determined that the merger is in the best interests of Cambridge and its  
stockholders;                                                           

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. approved the merger and the merger agreement; and                         

. determined to recommend that the stockholders of Cambridge adopt the      
merger agreement and approve the transactions contemplated thereby.     

Accordingly, the Cambridge board of directors recommends that the Cambridge     
stockholders vote FOR adoption of the merger agreement.                         

 In reaching its decision to approve the merger and to recommend such merger
to its stockholders, the board of directors consulted with Cambridge senior     
management and with Cambridge's advisors, Salomon Smith Barney and Morgan       
Lewis. In reaching its decision, the board considered all of the reasons        
described above under "Joint Reasons for the Merger," including the board's     
belief that a combined company would be positioned to compete more effectively  
in the market, thereby increasing the potential for improved long-term          
operating and financial results. The Cambridge board also considered the        
following factors which it believes favor approval of the merger:               

. Merger Consideration--The Cambridge board analyzed the market value of    
the Novell common stock to be issued in exchange for each share of      
Cambridge common stock in light of comparable merger transactions.      

. Opinion of Salomon Smith Barney--The Cambridge board considered the       
opinion of Salomon Smith Barney, issued on March 12, 2001 to the        
Cambridge board of directors as to the fairness, from a financial point 
of view, of the exchange ratio to the holders of Cambridge common stock.
 A copy of the Salomon Smith Barney opinion is attached as Annex B hereto.

. Presentation of Salomon Smith Barney--The Cambridge board considered the  
various financial information, valuation analyses and other factors set 
forth in the presentation by Salomon Smith Barney at the Cambridge board
 meeting on March 12, 2001, including those described below in the section
entitled "Opinion of Cambridge's financial advisor."                    

. Historical Information--The Cambridge board considered historical         
information concerning Novell's and Cambridge's respective businesses,  
financial performance and conditions, operations, technologies,         
 management and competitive positions, including public reports concerning
results of operations during the most recent fiscal year and fiscal     
quarter for each company filed with the Securities and Exchange         
Commission.                                                             

. Market Conditions--The Cambridge board considered current financial       
market conditions, historical market prices, and volatility and trading 
information with respect to Novell common stock and Cambridge common    
stock.                                                                  

. Available Alternatives--The Cambridge board considered potential          
transactions with third parties based on inquiries made by Salomon Smith
Barney at the direction of Cambridge management, as well as Cambridge   
management's view on the potential for other third parties to enter into
strategic relationships with, or to acquire, Cambridge.                 

. Possible Decline in Market Price of Cambridge Shares--The Cambridge board 
considered the possibility that if a transaction with Novell is not     
consummated and Cambridge remained a publicly owned corporation, the    
 price that might be received by Cambridge stockholders in the open market
or in a future transaction might be less than the consideration to be   
received pursuant to the merger.                                        

. Terms of the Merger Agreement--The Cambridge board considered the terms   
 of the merger agreement, including, among others, the circumstances under
which the Cambridge board may withdraw its recommendation of the merger,
 the Cambridge board's ability to consider a superior acquisition proposal
and the conditions to closing of the merger.                            

. Tax-Deferred Nature of Transaction--The Cambridge board noted that the    
merger is expected to be a tax-deferred transaction.                    

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. Transaction Accounted for as a Purchase--The Cambridge board noted that   
the merger is expected to be accounted for as a purchase transaction.   

. Trends in the Industry--The Cambridge board considered various trends in  
the information technology industry and the effect of industry          
consolidation on Cambridge's ability to compete effectively in existing 
markets.                                                                

. Board Representation--The Cambridge board considered the fact that the    
merger agreement provides for the appointment of two Cambridge          
representatives to the board of directors of Novell effective upon the  
closing of the merger. The Cambridge board also noted that Jack L.      
Messman, the president and chief executive officer of Cambridge,        
currently serves on the Novell board and would continue to serve on the 
Novell board following the closing.                                     

. President and Chief Executive Officer--The Cambridge board considered     
Novell's proposal that Jack L. Messman assume the position of president 
and chief executive officer of Novell effective upon the closing of the 
merger.                                                                 

Cambridge's board of directors also identified and considered a variety of
potentially negative factors in its deliberations concerning the merger,        
including, but not limited to:                                                  

. the possibility that the merger might not be consummated, and the fact    
that under some circumstances Cambridge might be required to pay a      
termination fee to Novell;                                              

. the potential conflict between the interests of some Cambridge officers   
and directors, including Mr. Messman, and the interests of Cambridge    
stockholders;                                                           

. the effect that the public announcement of the merger might have on       
Cambridge's sales and operating results, Cambridge's ability to attract 
and retain key personnel and the progress of Cambridge's current        
development and marketing projects;                                     

. the risk that potential benefits sought in the merger might not be fully  
realized, that some of Cambridge's customers may view Novell as their   
competitor and seek to terminate their relationships with Cambridge and 
that the combined company may not be able to retain key personnel;      

. the risk that, following the merger, some customers of Cambridge may view 
Cambridge as incapable of providing disinterested advice regarding      
software solutions;                                                     

. the limitations placed on Cambridge relating to its ability to pursue     
alternative transactions and to conduct its business prior to the       
closing; and                                                            

. the substantial costs to be incurred in connection with the merger,       
including the costs of integrating the businesses and transaction       
expenses arising from the merger.                                       

After due consideration and discussion, Cambridge's board of directors    
decided that these risks were outweighed by the potential benefits of the       
merger.                                                                         

 The foregoing discussion is not exhaustive of all the factors considered by
Cambridge's board. Each member of Cambridge's board may have considered         
different factors, and the board did not quantify or otherwise assign relative  
weights to factors considered.                                                  

 After considering the recommendation of the board of directors with respect
to the merger agreement, you should be aware that some directors and officers   
of Cambridge have interests in the merger that are different from, or are in    
addition to, the interests of Cambridge stockholders generally. Please see the  
section entitled "Interests of Cambridge directors and officers in the merger"  
beginning on page 41 of this proxy statement-prospectus.                        

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Factors considered by the Novell board of directors                             

The board of directors of Novell considered factors that it believes will 
contribute to the success of the combined companies, including the following:   

. enhanced solution selling capabilities;                                   

. increased pace of Web-based deployments of business processes to          
accelerate revenue growth;                                              

. expanded customer relationships among senior business managers;           

. closer customer relationships with feedback to gain competitive advantage 
in the development of Net services software products and solutions      
support;                                                                

. accelerated introduction of Novell technology to clients, information     
technology services partners, and other leading independent software    
vendors;                                                                

. increased percentage of revenue derived from services;                    

. expanded management expertise around the design and delivery of           
solutions;                                                              

. enhanced ability to support complex solutions in the Internet and         
eBusiness marketplace;                                                  

. increased customer loyalty as a Net Services software vendor with design, 
implementation and maintenance services for business solutions;         

. improved operating margins through elimination of redundant costs in the  
combined entity; and                                                    

. enhanced business model resulting in revenue synergy by combining         
software products with solution services to support the deployment of   
business processes and Web-based applications to the Internet.          

After taking into account these and other factors, the Novell board of    
directors unanimously determined that the merger agreement was in the best      
interests of Novell and its stockholders and that Novell should enter into the  
merger agreement and complete the merger.                                       

Opinion of Cambridge's financial advisor                                        

On February 7, 2001, Salomon Smith Barney was retained to act as financial
advisor to Cambridge in connection with the merger. Pursuant to Salomon Smith   
Barney's engagement letter with Cambridge, Salomon Smith Barney rendered an     
opinion to the Cambridge board of directors on March 12, 2001, to the effect    
that, based upon and subject to the considerations and limitations set forth in 
the opinion, its work described below and other factors it deemed relevant, as  
of that date, the exchange ratio was fair, from a financial point of view, to   
holders of Cambridge common stock.                                              

The full text of Salomon Smith Barney's opinion, which sets forth the     
assumptions made, general procedures followed, matters considered and limits on 
the review undertaken, is included as Annex B to this document. The summary of  
Salomon Smith Barney's opinion set forth below is qualified in its entirety by  
reference to the full text of the opinion. Stockholders are urged to read       
Salomon Smith Barney's opinion carefully and in its entirety.                   

In arriving at its opinion, Salomon Smith Barney reviewed a draft of the  
merger agreement, dated March 10, 2001, and held discussions with certain       
senior officers and other representatives and advisors of each of Cambridge and 
Novell concerning the businesses, operations and prospects of Cambridge and     
Novell. Salomon Smith Barney examined certain publicly available business and   
financial information relating to Cambridge and Novell. Salomon Smith Barney    
reviewed the financial terms of the merger as set forth in the merger agreement 
in relation to, among other things, current and historical market prices and    
trading volumes of Cambridge common stock and Novell common stock, the          
historical and projected earnings and other operating data of Cambridge and     
Novell, and the historical and projected capitalization and financial condition 
of Cambridge and Novell. Salomon Smith Barney considered, to the extent         
publicly available, the financial                                               

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terms of certain other similar transactions recently effected which Salomon     
Smith Barney considered relevant in evaluating the merger and analyzed certain  
financial, stock market and other publicly available information relating to    
the businesses of other companies whose operations Salomon Smith Barney         
considered relevant in evaluating those of Cambridge and Novell. In addition to 
the foregoing, Salomon Smith Barney conducted such other analyses and           
examinations and considered such other information and financial, economic and  
market criteria as Salomon Smith Barney deemed appropriate in arriving at its   
opinion.                                                                        

In rendering its opinion, Salomon Smith Barney assumed and relied, without
independent verification, upon the accuracy and completeness of all financial   
and other information and data publicly available or                            
furnished to or otherwise reviewed by or discussed with it. With respect to     
financial forecasts and other information and data provided to or otherwise     
reviewed by or discussed with Salomon Smith Barney, Salomon Smith Barney was    
advised by the managements of Cambridge and Novell that such forecasts and      
other information and data had been reasonably prepared on bases reflecting the 
best currently available estimates and judgments of Cambridge and Novell        
management as to the future financial performance of Cambridge and Novell.      
Salomon Smith Barney expressed no view with respect to such forecasts and other 
information and data or the assumptions on which they were based. Salomon Smith 
Barney assumed, with the consent of the Cambridge board of directors, that the  
merger will be treated as a tax-free reorganization for United States federal   
income purposes. Salomon Smith Barney did not make and was not provided with an 
independent evaluation or appraisal of the assets or liabilities (contingent or 
otherwise) of Cambridge or Novell, nor did it make any physical inspection of   
the properties or assets of Cambridge or Novell. Cambridge advised Salomon      
Smith Barney, and Salomon Smith Barney assumed, that the final terms of the     
merger agreement would not vary materially from those set forth in the draft    
reviewed by it. Salomon Smith Barney further assumed that the merger would be   
consummated in accordance with the terms of the merger agreement without waiver 
of any of the conditions precedent to the merger contained in the merger        
agreement.                                                                      

  Salomon Smith Barney did not express any opinion as to what the value of the
Novell common stock actually will be when issued in the merger or the price at  
which Novell common stock will trade subsequent to the merger. Salomon Smith    
Barney was not requested to consider, and its opinion did not address, the      
relative merits of the merger as compared to any alternative business           
strategies that might exist for Cambridge or the effect of any other            
transaction in which Cambridge might engage. Salomon Smith Barney's opinion     
necessarily was based on information available to it and financial, stock       
market and other conditions and circumstances existing and disclosed to it as   
of the date of its opinion.                                                     

Salomon Smith Barney's advisory services and opinion were provided for the
information of Cambridge's board of directors in its evaluation of the proposed 
merger and does not constitute a recommendation of the merger to Cambridge or   
its stockholders, nor does it constitute a recommendation to any stockholder as 
to how such stockholder should vote on any matter relating to the merger.       

In connection with rendering its opinion, Salomon Smith Barney made a     
presentation to the Cambridge board of directors on March 12, 2001, with        
respect to the material analyses performed by Salomon Smith Barney in           
evaluating the fairness of the exchange ratio. The following is a summary of    
that presentation. The summary includes information presented in tabular        
format. In order to understand fully the financial analyses used by Salomon     
Smith Barney, these tables must be read together with the text of each summary. 
The tables alone do not constitute a complete description of the financial      
analyses. The following quantitative information, to the extent it is based on  
market data, is, except as otherwise indicated, based on market data as it      
existed at or prior to March 9, 2001, and is not necessarily indicative of      
current or future market conditions.                                            

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Comparable companies analyses.                                            

Salomon Smith Barney compared financial, operating and stock market       
information for each of Cambridge and Novell, with the same information for     
selected publicly traded companies that operate in the same sectors as each of  
Cambridge and Novell. For Cambridge, Salomon Smith Barney selected the          
following comparable companies operating in the systems integrators sector:     

. CIBER Inc.;                                                               

. Computer Horizons Corp.;                                                  

. Covansys;                                                                 

. iGate Capital Corporation;                                                

. IMRglobal Corp.;                                                          

. marchFIRST, Inc.; and                                                     

. Modis Professional Services, Inc.                                         

Given Novell's mix of products and services, Salomon Smith Barney selected      
comparable companies operating in the following three sectors, each of which is 
comparable to one of the three major divisions of Novell's operations:          

. content-delivery products;                                                

. information technology services; and                                      

. software.                                                                 

 The following table sets forth the comparable companies selected by Salomon
Smith Barney in each of those sectors:                                          

                                                                [Download Table]

   Content-                                                                     
   Delivery                                                                     
   Products     IT Services              Software                               
   --------     -----------              --------                               
                                                                                
Akamai                                                                          
 Technologies,                                                                  
 Inc.           Answerthink, Inc.        BMC Software, Inc.                     
CACHEFLOW Inc.  INFORTE CORP.            Remedy Corporation                     
Digital                                                                         
 Island, Inc.   Predictive Systems, Inc. J.D. Edwards & Co.                     
INKTOMI                                                                         
 CORPORATION    Sapient Corporation      Computer Associates International, Inc.

The forecasted financial information used by Salomon Smith Barney in the  
course of its comparable companies analyses was based on research published by  
certain investment banks as well as information published by First Call         
Corporation. First Call Corporation compiles summaries of financial forecasts   
published by various investment banking firms. Calculations were made based on  
the closing price per share of each company's common stock on March 9, 2001. In 
deriving ratios for the selected comparable companies, Salomon Smith Barney     
made certain adjustments to the relevant data to take into account certain      
unusual and nonrecurring items. In each instance, firm value was calculated as  
the sum of:                                                                     

. equity value (common shares on a fully diluted basis valued at the        
 closing price per share on March 9, 2001, less any proceeds that would be
received from the exercise of options or conversion of securities); plus

. non-convertible indebtedness; plus                                        

. minority interests in subsidiaries; plus                                  

. non-convertible preferred stock; plus                                     

. all out-of-the-money convertible securities; minus                        

. investments in unconsolidated affiliates and cash.                        

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For Novell and the selected comparable companies operating in the content-
delivery products, information technology services and software sectors,        
Salomon Smith Barney derived and compared, among other things:                  

. the equity value of each company as of March 9, 2001;                     

. the firm value of each company as of March 9, 2001;                       

. the ratio of the closing price per common share of each company on March  
9, 2001, to (a) its estimated earnings per share (EPS) for 2000, and (b)
its estimated EPS for 2001;                                             

. the estimated revenue growth rate of each company for 2001;               

. the five year estimated EPS growth rate of each company; and              

. the ratio of each company's firm value to (a) its estimated revenue for   
2000, and (b) its estimated revenue for 2001.                           

The following tables sets forth the results of these analyses for each of 
the three sectors selected by Salomon Smith Barney:                             

SOFTWARE COMPARABLES

                                                                [Download Table]

                                    Comparable Companies at March    Novell at
                                        9, 2001 Closing Price         Closing 
                                   --------------------------------  Price on 
                                        Range      Median    Mean     3/9/01  
                                   --------------- -------  -------  ---------
                                             (Dollars in Millions)            
                                                                              
Equity Value...................... $   787-$15,578 $ 3,507  $ 5,845   $ 1,949 
Firm Value........................ $   590-$19,751 $ 2,946  $ 6,558   $   879 
Ratio of Closing Common Share                                                 
 Price to:                                                                    
  (a) Estimated EPS for 2000......   11.7x-328.1x    20.8x    95.4x    121.3x 
  (b) Estimated EPS for 2001......   14.0x-33.9x     19.5x    21.7x     18.9x 
2001 Estimated Revenue Growth.....    5.7%-24.9%      16.6%    15.9%      3.2%
5-Year Estimated EPS Growth.......   15.0%-30.0%      20.0%    21.3%     20.0%
Ratio of Firm Value to:                                                       
  (a) Estimated Revenue for 2000..    0.9x-3.6x       2.6x     2.4x      0.8x 
  (b) Estimated Revenue for 2001..    0.7x-3.4x       2.3x     2.2x      0.8x 

                     CONTENT-DELIVERY PRODUCTS COMPARABLES                    


                                    Comparable Companies at March    Novell at
                                        9, 2001 Closing Price         Closing 
                                   --------------------------------  Price on 
                                        Range      Median    Mean     3/9/01  
                                   --------------- -------  -------  ---------
                                             (Dollars in Millions)            
                                                                              
Equity Value...................... $   218-$1,280  $   753  $   751   $ 1,949 
Firm Value........................ $   103-$1,130  $   484  $   550   $   879 
Ratio of Closing Common Share                                                 
 Price to:                                                                    
  (a) Estimated EPS for 2000......   59.6x-59.6x     59.6x    59.6x    121.3x 
  (b) Estimated EPS for 2001......  258.3x-258.3x   258.3x   258.3x     18.9x 
2001 Estimated Revenue Growth.....   38.1%-221.7%    178.5%   154.2%      3.2%
5-Year Estimated EPS Growth.......   40.0%-85.0%      45.0%    43.8%     20.0%
Ratio of Firm Value to:                                                       
  (a) Estimated Revenue for 2000..    1.1x-12.9x      4.0x     5.5x      0.8x 
  (b) Estimated Revenue for 2001..    0.3x-4.8x       2.0x     2.3x      0.8x 

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INFORMATION TECHNOLOGY SERVICES COMPARABLES 

                                                                [Download Table]

                             Comparable Companies at     Novell at
                           March 9, 2001 Closing Price    Closing 
                           ----------------------------  Price on 
                               Range      Median  Mean    3/9/01  
                           -------------- ------  -----  ---------
                                   (Dollars in Millions)          
                                                                  
Equity Value.............. $    73-$1,304 $ 178   $ 434   $1,949  
Firm Value................ $  (60)-$1,047 $ 132   $ 313   $  879  
Ratio of Closing Common                                           
 Share Price to:                                                  
  (a) Estimated EPS for                                           
   2000...................   11.0x-31.3x  20.9x   21.0x   121.3x  
  (b) Estimated EPS for                                           
   2001................... (25.0)x-119.4x 18.2x   32.7x    18.9x  
2001 Estimated Revenue                                            
 Growth...................  (5.6)%-48.6%   12.3%   16.9%     3.2% 
5-Year Estimated EPS                                              
 Growth...................   33.0%-45.0%   37.5%   38.3%    20.0% 
Ratio of Firm Value to:                                           
  (a) Estimated Revenue                                           
   for 2000...............    0.7x-2.1x    0.8x    0.7x     0.8x  
  (b) Estimated Revenue                                           
   for 2001...............    0.7x-1.7x    0.8x    0.7x     0.8x  

Based on these data, Salomon Smith Barney derived the following ranges for
the implied firm value of each of Novell's three major divisions as a multiple  
of estimated 2001 revenues (i) 0.9x to 1.4x for Novell's Net Directory Services 
operations which Salomon Smith Barney considered comparable to the selected     
software companies, (ii) 0.8x to 1.2x for Novell's Content Services operations  
which Salomon Smith Barney considered comparable to the selected content-       
delivery products companies, and (iii) 0.3x to 0.5x for Novell's Customer       
Services operations which Salomon Smith Barney considered comparable to the     
selected information technology companies. Using estimates of 2001 revenue for  
each of Novell's three major divisions based on information research published  
by certain investment banks as well as Novell management estimates, Salomon     
Smith Barney derived a range for Novell's implied firm value of $2,019 million  
to $2,493 million and a range for the implied equity value per share of Novell  
common stock of $6.27 to $7.75. Using the range derived for the implied equity  
value per share of Novell common stock and the exchange ratio in the merger of  
0.668, Salomon Smith Barney further derived a range of the implied price per    
share of Cambridge common stock in the merger of $4.19 to $5.18.                

  For Cambridge and the selected comparable companies operating in the systems
integrators sector, Salomon Smith Barney derived and compared, among other      
things:                                                                         

. the equity value of each company as of March 9, 2001;                     

. the ratio of the closing price per common share of each company on March  
9, 2001, to its estimated EPS for 2000, and its estimated EPS for 2001; 

. the five year estimated EPS growth rate of each company;                  

. the firm value of each company as of March 9, 2001;                       

. the ratio of each company's firm value to its revenue for the twelve-     
month period ended September 30, 2000, its estimated revenue for 2000,  
and its estimated revenue for 2001; and                                 

. each company's twelve month margins for the period ended September 30,    
2000, including gross profits, and earnings before interest expense,    
taxes, depreciation and amortization ("EBITDA").                        

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The following table sets forth the results of these analyses:             

                                                                [Download Table]

                                Comparable Companies at                         
                              March 9, 2001 Closing Price           Cambridge   
                          -------------------------------------    at Closing   
                                Range         Median     Mean    Price on 3/9/01
                          ------------------ --------  --------  ---------------
                                         (Dollars in Thousands)                 
                                                                                
Equity Value............  $ 130,849-$530,876 $265,000  $279,238     $215,229    
Ratio of Closing Common                                                         
 Share Price to:                                                                
  (a) Estimated EPS for          12.0x-54.9x    19.6x     31.1x  No EPS Forecast
   2000.................                                            for 2000    
  (b) Estimated EPS for           8.8x-30.6x    10.3x     15.3x  No EPS Forecast
   2001.................                                            for 2000    
5-Year Estimated EPS                                                            
 Growth.................         15.0%-30.0%     20.0%     20.1%      22.5%     
Firm Value..............  $(84,957)-$860,653 $288,660  $292,861     $118,538    
Ratio of Firm Value to:                                                         
  (a) Revenue for 12-                                                           
    Month Period ended                                                          
    September 30, 2000..           0.0x-1.2x     0.4x      0.5x       0.2x      
  (b) Estimated Revenue                                                         
   for 2000.............           0.5x-1.0x     0.5x      0.5x       0.2x      
  (c) Estimated Revenue                                                         
   for 2001.............           0.5x-0.6x     0.5x      0.4x       0.2x      
Margins for the 12-Month                                                        
 Period ending September                                                        
 30, 2000:                                                                      
  (a) Gross Profit......         27.1%-47.1%     31.2%     33.9%      48.2%     
  (b) EBITDA............          2.6%-14.2%      9.2%      8.8%    No EBITDA   
                                                                   for period   

Based on these data, Salomon Smith Barney derived the following ranges for
Cambridge's implied firm value as a multiple of estimated revenue: (i) 0.4x to  
0.5x estimated 2000 revenue and (ii) 0.3x to 0.4x estimated 2001 revenue. Using 
estimates of 2000 revenue and 2001 revenue based on information contained in    
Salomon Smith Barney research reports, Salomon Smith Barney derived a range for 
Cambridge's implied firm value of $190 million to $230 million, and a range for 
the implied equity value per share of Cambridge common stock of $2.90 to $3.50. 
Salomon Smith Barney noted that the lower limit of the range derived for the    
implied price per share of Cambridge common stock in the merger ($4.19 to       
$5.18, as described above) was above the upper limit of the range derived for   
the implied equity value per share of Cambridge common stock using the          
comparable companies analysis. Salomon Smith Barney also derived a range of     
$3.50 to $4.80 for the implied equity value per share of Cambridge common stock 
based upon an assumed control premium of approximately 25% to 35% over the      
equity value per share of Cambridge common stock implied by the comparable      
companies analysis. Salomon Smith Barney noted that the range of the implied    
price per share of Cambridge common stock in the merger of $4.19 to $5.18 was   
within or above this range.                                                     

Precedent transaction and premium analyses.                               

Salomon Smith Barney reviewed publicly available information for the      
following eight acquisition transactions involving public companies in the      
information technology services sector:                                         

                                                                [Download Table]

Announcement Date   Acquiror                      Acquired Company          
-----------------   --------                      ----------------          
                                                                            
February 21, 2001   CGI Group Inc.                IMRglobal Corp.           
January 13, 2001    Carlyle Group Inc.            Ssangyoung Information and
                                                   Communications           
December 14, 2000   Francisco Partners, L.P.      marchFIRST, Inc.          
October 27, 2000    Silverline Technologies, LTD. SeraNova Inc.             
October 16, 2000    Schlumberger Technology       Convergent Group Corp.    
                     Corporation                                            
June 20, 2000       Commerce One Inc.             AppNet Inc.               
March 22, 2000      PSINet, Inc.                  Metamor Worldwide         
December 29, 1999   Leapnet Inc.                  SPR Inc.                  

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For each precedent transaction, Salomon Smith Barney derived:             

. the premium based on the consideration paid or proposed to be paid in the 
 transaction over the firm value of the acquired company (a) one day prior
 to announcement of the transaction, and (b) 60 days prior to announcement
of the transaction; and                                                 

. the ratio of the firm value of the acquired company based on the          
consideration paid or proposed to be paid in the transaction to the (a) 
revenue of the acquired company, (b) estimated earning before interest  
expenses and taxes (EBIT) of the acquired company, and (c) EBITDA of the
acquired company, in each case, for the last twelve-month period ending 
prior to the announcement of the transaction for which financial results
were available.                                                         

 With respect to the financial information for the companies involved in the
precedent transactions, Salomon Smith Barney relied on information provided by  
Securities Data Corporation as well as information available in public          
documents. Securities Data Corporation compiles summaries of merger and         
financing information published by certain investment banks, market research    
firms and trade associations. In evaluating the data for the precedent          
transactions, Salomon Smith Barney took into consideration changes in market    
conditions that have occurred since the time certain precedent transactions     
were announced. Salomon Smith Barney also noted that most of the precedent      
transactions involved target companies that, unlike Cambridge, had positive     
EBITDA for the twelve-month period prior to the announcement of the             
transaction. The following table sets forth the results of these analyses:      

                                                                [Download Table]

                                                        Range     Median  Mean  
                                                        -----     ------  ----- 
                                                                                
Premium:                                                                        
  1-day prior to announcement......................    2.6%-94.3%  27.0%   38.8%
  60-days prior to announcement.................... (82.0)%-97.9%  13.6%    8.6%
Ratio of Firm Value of Acquired Company to:                                     
  Revenue for the 12-month period prior to                                      
   announcement....................................    0.1x-4.8x   1.3x    1.7x 
  Estimated EBIT for the 12-month period prior to                               
   announcement....................................   14.9x-77.2x 46.6x   46.3x 
  Estimated EBITDA for the 12-month period prior to                             
   announcement....................................    7.7x-53.1x  9.3x   25.0x 

Based on these data, Salomon Smith Barney derived a range for Cambridge's 
implied firm value as a multiple of revenue for the last twelve-month period    
ending prior to the announcement of the transaction of 0.4x to 0.8x. Based on   
Cambridge's revenue for the last twelve-month period ending prior to the        
announcement of the merger, Salomon Smith Barney derived a range for            
Cambridge's implied firm value of $230 million to $470 million, and a range for 
the implied equity value per share of Cambridge common stock of $3.50 to $7.20. 
Salomon Smith Barney noted that the range of the implied price per share of     
Cambridge common stock in the merger ($4.19 to $5.18, as described above) was   
within the range derived for the implied equity value per share of Cambridge    
common stock using the precedent transactions analysis.                         

Salomon Smith Barney also derived the implied premium represented by the  
exchange ratio in the merger over the exchange ratio implied by dividing (i)    
the closing price per share of Cambridge common stock by the closing price per  
share of Novell common stock as of March 9, 2001; (ii) the average of the       
closing prices per share of Cambridge common stock by the average of the        
closing prices per share of Novell common stock for the 30-day period ended     
March 9, 2001; and (iii) the average of the closing prices per share of         
Cambridge common stock by the average of the closing prices per share of Novell 
common stock for the 60-day period ended March 9, 2001. The following table     
sets forth the results of these analyses:                                       

                                                                [Download Table]

      Period         Exchange Ratio  Implied Premium
      ------         --------------  ---------------
                                                    
As of March 9, 2001      0.546x           22.3%     
30-day average           0.472x           41.4%     
60-day average           0.427x           56.5%     

 Salomon Smith Barney noted that these implied premiums are above or in-line
with the median premiums derived for the precedent transactions.                

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Accretion/dilution analysis.                                              

Salomon Smith Barney performed an analysis of the estimated impact of the 
merger on Novell's estimated cash EPS for 2001 pro forma for a combination      
effected on January 1, 2001. EPS estimates were based on information published  
by First Call Corporation. In performing this analysis, Salomon Smith Barney    
did not take into account any projected cost-savings or other synergies         
anticipated to result from the merger. The following table shows the            
accretion/dilution to the estimated 2001 cash EPS of Novell expected to result  
from the merger:                                                                

                                                                [Download Table]
                                                                          
Cambridge stand-alone............................................. $(0.20)
Novell stand-alone................................................ $ 0.24 
Combined entity pro-forma......................................... $ 0.18 
Accretion/Dilution to Novell...................................... $(0.06)

  Salomon Smith Barney noted that the merger will be dilutive to Novell's cash
EPS in 2001 pro forma for a combination effected on January 1, 2001 unless the  
merger results in synergies of at least $37.9 million.                          

The preceding discussion is a summary of the material financial analyses  
furnished by Salomon Smith Barney to the Cambridge board of directors, but it   
does not purport to be a complete description of the analyses performed by      
Salomon Smith Barney or of its presentation to the Cambridge board of           
directors. The preparation of financial analyses and fairness opinions is a     
complex process involving subjective judgments and is not necessarily           
susceptible to partial analysis or summary description. Salomon Smith Barney    
made no attempt to assign specific weights to particular analyses or factors    
considered, but rather made qualitative judgments as to the significance and    
relevance of all the analyses and factors considered and determined to give its 
fairness opinion as described above. Accordingly, Salomon Smith Barney believes 
that its analyses, and the summary set forth above, must be considered as a     
whole, and that selecting portions of the analyses and of the factors           
considered by Salomon Smith Barney, without considering all of the analyses and 
factors, could create a misleading or incomplete view of the processes          
underlying the analyses conducted by Salomon Smith Barney and its opinion. With 
regard to the comparable companies and precedent transaction analyses           
summarized above, Salomon Smith Barney selected comparable public companies and 
precedent transactions on the basis of various factors, including size and      
similarity of line of business; however, no company utilized in these analyses  
is identical to Cambridge or Novell and no precedent transaction is identical   
to the merger. As a result, these analyses are not purely mathematical, but     
also take into account differences in financial and operating characteristics   
of the subject companies and other factors that could affect the transaction or 
public trading value of the subject companies to which Cambridge and Novell are 
being compared. In its analyses, Salomon Smith Barney made numerous assumptions 
with respect to Cambridge, Novell, industry performance, general business,      
economic, market and financial conditions and other matters, many of which are  
beyond the control of Cambridge and Novell. Any estimates contained in Salomon  
Smith Barney's analyses are not necessarily indicative of actual values or      
predictive of future results or values, which may be significantly more or less 
favorable than those suggested by these analyses. Estimates of values of        
companies do not purport to be appraisals or necessarily to reflect the prices  
at which companies may actually be sold. Because these estimates are inherently 
subject to uncertainty, none of Cambridge, Novell, the Cambridge board of       
directors, the Novell board of directors, Salomon Smith Barney or any other     
person assumes responsibility if future results or actual values differ         
materially from the estimates. Salomon Smith Barney's analyses were prepared    
solely as part of Salomon Smith Barney's analysis of the fairness of the        
exchange ratio in the merger and were provided to the Cambridge board of        
directors in that connection. The opinion of Salomon Smith Barney was only one  
of the factors taken into consideration by the Cambridge board of directors in  
making its determination to approve the merger agreement and the merger. Please 
see the section entitled "Recommendation of, and factors considered by, the     
Cambridge board of directors" on page 30 of this proxy statement-prospectus.    

Salomon Smith Barney is an internationally recognized investment banking  
firm engaged in, among other things, the valuation of businesses and their      
securities in connection with mergers and acquisitions, restructurings,         
leveraged buyouts, negotiated underwritings, competitive biddings, secondary    
distributions of                                                                

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listed and unlisted securities, private placements and valuations for estate,   
corporate and other purposes. Cambridge selected Salomon Smith Barney to act as 
its financial advisor on the basis of Salomon Smith Barney's international      
reputation and Salomon Smith Barney's familiarity with Cambridge. Salomon Smith 
Barney and its predecessors and affiliates have previously provided and         
currently are providing investment banking services to Cambridge unrelated to   
the merger, for which Salomon Smith Barney has received and will receive        
compensation. In the ordinary course of its business, Salomon Smith Barney and  
its affiliates may actively trade or hold the securities of both Cambridge and  
Novell for its own account and for the account of customers and, accordingly,   
may at any time hold a long or short position in those securities. Salomon      
Smith Barney and its affiliates, including Citigroup Inc. and its affiliates,   
may maintain relationships with Cambridge and Novell and their respective       
affiliates.                                                                     

Pursuant to Salomon Smith Barney's engagement letter, Cambridge agreed to 
pay Salomon Smith Barney the following fees for its services rendered in        
connection with the merger: (i) $1,000,000, that became payable upon delivery   
of Salomon Smith Barney's fairness opinion, (ii) a fee based on the aggregate   
consideration received by the holders of Cambridge common stock in the          
transaction, ranging from .3% to 2.175% of the value of the transaction and     
(iii) 10% of any termination, break-up or similar fee, payable upon receipt of  
any such fee by Cambridge. Cambridge has also agreed to reimburse Salomon Smith 
Barney for its reasonable travel and other out-of-pocket expenses incurred in   
connection with its engagement, including the reasonable fees and expenses of   
its counsel, and to indemnify Salomon Smith Barney against specific liabilities 
and expenses relating to or arising out of its engagement, including            
liabilities under the federal securities laws.                                  

Interests of Cambridge directors and officers in the merger                     

When considering the recommendation of Cambridge's board of directors, you
should be aware that Cambridge directors and executive officers have interests  
in the merger that are different from, or are in addition to, yours. The        
Cambridge board of directors was aware of these potential conflicts and         
considered them in making their recommendation.                                 

Jack L. Messman                                                           

Jack L. Messman, the president, chief executive officer and a director of 
Cambridge, will enter into an employment agreement with Novell. Mr. Messman's   
employment agreement will provide for his employment as chief executive officer 
and president of Novell.                                                        

Other key executives and directors                                        

 Most Cambridge executive officers are to receive equity grants and employee
benefits in connection with their employment with Novell after the completion   
of the merger. These executives will be employed by Novell in comparable        
positions and at base salaries and incentive compensation that are at least     
equal to the cash base salaries and incentive compensation that they currently  
receive, or are eligible to receive, from Cambridge. These Cambridge executive  
officers will also participate in the Novell Senior Management Severance Plan.  

  As a condition to obtaining employment with Novell effective at the closing,
Cambridge executives have waived or are expected to waive, the provisions of    
their existing change-in-control agreements with Cambridge which would be       
triggered by the consummation of the merger.                                    

 Cambridge executives who are not expected to be employed by Novell have not
waived the provisions of their existing change-in-control agreements. These     
executives are entitled to severance payments aggregating approximately $5.2    
million under their Cambridge change-in-control agreements. In addition, these  
executives will receive stock option grants from Novell for an aggregate of     
approximately 351,000 shares following the merger.                              

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In addition, Cambridge's directors and officers will receive, for a period
of six years after the completion of the merger, directors and officers         
insurance coverage with terms substantially the same as those of Cambridge's    
existing directors and officers insurance policy for events occurring on or     
prior to the completion of the merger through one of the following mechanisms:  

.  a directors and officers insurance policy whose annual premium is not    
 greater than 150% of the premium of Cambridge's policy in effect on the
date of the merger agreement, or                                      

.  obtaining six-year "tail" coverage under Cambridge's existing directors  
and officers insurance policy.                                        

Cambridge nominated directors                                             

 In addition, as a condition to closing, two Cambridge directors selected by
Cambridge in addition to Mr. Messman, will become directors of Novell's board   
of directors effective upon consummation of the merger.                         

Equity grants and employee benefits after completion of the merger for          
Cambridge employees                                                             

Nonexecutive Option Grants                                                

It is expected that all Cambridge options will be cancelled as of the date
of the merger.                                                                  

  The Novell compensation committee has approved, effective on the twelfth day
of the month following the completion of the merger, the grant of nonqualified  
stock options to purchase Novell common stock to each Cambridge nonexecutive    
that is employed by Novell or Cambridge on such date. The aggregate number of   
shares subject to these options will be approximately 4,000,000. The exercise   
price of the nonexecutive options will be at the fair market value of Novell    
common stock on the date of option grant. These grants may not be exercised for 
a period of six months following the date of grant.                             

The nonexecutive options will have the following terms:                   

.  25% of the options will vest on the date of grant and the remaining      
portion will vest quarterly over the next three years from the date of
grant;                                                                

.  the term of the options will be ten years from the date of grant; and    

.  all other terms of the nonexecutive options will be as set forth in      
Novell's standard option agreements for grants under the Novell stock 
plans.                                                                

Executive Option Grants                                                   

  The Novell compensation committee has approved, effective on the twelfth day
of the month following the completion of the merger, the grant of nonqualified  
stock options to purchase Novell common stock to each Cambridge executive       
officer who is employed by Novell or Cambridge on such date. The aggregate      
number of shares subject to the executive options will equal approximately      
1,750,000. The exercise price of the executive options will be the fair market  
value of Novell common stock on the date of option grant. These grants may not  
be exercised for a period of six months following the date of grant.            

The executive options will have the following terms:                      

.  25% of the options will vest on the date of grant and the remaining      
portion will vest quarterly over the next three years from the date of
grant;                                                                

.  the term of the options will be ten years from the date of grant; and    

.  all other terms of the executive options will be as set forth in         
Novell's standard option agreements for grants under the Novell stock 
option plans.                                                         

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Restricted Stock Grant to Executives                                      

The Novell compensation committee also approved the grant of restricted   
stock purchase awards to Cambridge executives aggregating approximately 405,000 
shares on the twelfth day of the month following the completion of the merger.  
The restricted stock will have the following terms:                             

.  40% of the shares will vest on the first anniversary of the grant date,  
and the remaining portion will vest on the second and third           
anniversaries of the grant date in 30% increments;                    

.  the purchase price shall be $0.10 per share; and                         

.  all other terms of the restricted stock will be as set forth in Novell's 
standard restricted stock agreement for grants under the Novell stock 
option plans. Compensation expense will be recognized as a result of  
these issuances.                                                      

Severance Benefits                                                        

The Novell compensation committee has approved the immediate participation
of most Cambridge executives in the Novell severance plan upon the completion   
of the merger. These Cambridge executives will receive severance benefits under 
the severance plan in the event of a termination in connection with a change-   
in-control or a termination for other reasons. Further, in the event of a       
termination of the Cambridge executive for a reason other than due to a         
voluntary resignation or termination for cause, all options and restricted      
stock held by the Cambridge executive will be subject to additional vesting as  
provided under the severance plan.                                              

The Novell compensation committee also has approved the immediate         
participation following the merger of Cambridge nonexecutives in Novell's       
limited severance plan or policy in the event such individual's employment is   
terminated after the completion of the merger.                                  

Cambridge 401(k) Plan                                                     

The Novell compensation committee has determined that the Cambridge       
Technology Partners 401(k) Plan will continue for the benefit of all eligible   
Cambridge employees.                                                            

Cambridge Health and Welfare Plans                                        

The Novell compensation committee has determined that the Cambridge health
and welfare plans will continue for the benefit of all eligible Cambridge       
employees until December 31, 2001, and effective January 1, 2002, all eligible  
Cambridge employees will participate in the Novell health and welfare plans     
effective January 1, 2002.                                                      

Exchange of Cambridge stock certificates for Novell stock certificates          

When the merger is completed, the exchange agent will mail to you a letter
of transmittal and instructions for surrendering your Cambridge stock           
certificates in exchange for Novell stock certificates. When you deliver your   
Cambridge stock certificates to the exchange agent along with an executed       
letter of transmittal and any other required documents, your Cambridge stock    
certificates will be canceled and you will receive Novell stock certificates    
representing the number of full shares of Novell common stock to which you are  
entitled under the merger agreement. You will not receive any fractional shares 
of Novell common stock in the merger, but will instead receive cash equal to    
your proportionate interest of the net proceeds from the sale of the aggregate  
fractional shares on the Nasdaq National Market by the exchange agent on your   
behalf of the aggregate fractional shares. Alternatively, Novell may, at its    
election, have the exchange agent pay you cash equal to the market value of the 
fractional shares. In this case, the market value of the fractional shares      
would be based on the average closing price of Novell common stock for the five 
trading days ending on the trading day immediately prior to the closing of the  
merger.                                                                         

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You should not submit your Cambridge stock certificates for exchange until you  
receive your instructions and a form of letter of transmittal from the exchange 
agent                                                                           

You are not entitled to receive any dividends or other distributions on   
Novell common stock until the merger is completed and you have surrendered your 
Cambridge stock certificates in exchange for Novell stock certificates. Subject 
to the effect of applicable laws, you will receive payment for any dividend or  
other distribution on Novell common stock with a record date after the merger   
and a payment date prior to the date you surrender your Cambridge stock         
certificates promptly after your Novell stock certificates are issued. You will 
receive payment for any dividend or other distribution on Novell common stock   
with a record date after the merger and a payment date after the date you       
surrender your Cambridge stock certificates promptly after the payment date.    

  Novell will only issue you a Novell stock certificate and/or a check in lieu
of a fractional share in a name other than the name in which a surrendered      
Cambridge stock certificate is registered if you present the exchange agent     
with all documents required to show and effect the unrecorded transfer of       
ownership and show that you paid any applicable stock transfer taxes. If your   
Cambridge stock certificate has been lost, stolen or destroyed, you may need to 
deliver an affidavit and bond prior to receiving your Novell stock certificate. 

Material U.S. federal income tax consequences of the merger                     

The following are the material U.S. federal income tax consequences of the
merger to holders of Cambridge common stock who, pursuant to the merger,        
exchange their Cambridge common stock for Novell common stock, assuming that    
the merger is effected as described in the merger agreement and in this proxy   
statement-prospectus. This discussion is based on existing provisions of the    
Internal Revenue Code, existing and proposed Treasury regulations, and current  
administrative rulings and court decisions, all of which are subject to change, 
possibly with retroactive effect. This discussion is also based on and subject  
to certain assumptions, limitations, representations and covenants, including   
those contained in certificates of officers of Novell, Cambridge, and Ceres     
Neptune Acquisition Corp.                                                       

 This discussion does not address all U.S. federal income tax considerations
that may be relevant to you in light of your particular circumstances. Factors  
that could alter the tax consequences of the merger to you include:             

. if you are a dealer or trader in securities;                              

. if you are subject to the alternative minimum tax provisions of the       
Internal Revenue Code;                                                  

. if you are not a U.S. citizen or resident;                                

. if you are a tax-exempt organization, financial institution or insurance  
company;                                                                

. if you acquired your shares in connection with stock option or stock      
purchase plans or in other compensatory transactions; or                

. if you hold Cambridge common stock as part of a hedge, straddle, or other 
 integrated, risk reduction, constructive sale, or conversion transaction.

This discussion does not address the tax consequences of an exchange of   
options or warrants for Cambridge common stock into options or warrants for     
Novell common stock. This discussion assumes you hold your shares of Cambridge  
common stock as capital assets within the meaning of Section 1221 of the        
Internal Revenue Code.                                                          

 Novell's and Cambridge's obligations to complete the merger are conditioned
upon Novell's receipt of an opinion dated as of the closing of the merger from  
Wilson Sonsini and Cambridge's receipt of an opinion dated as of the closing of 
the merger from Morgan Lewis, that the merger will constitute a reorganization  
within the                                                                      

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meaning of Section 368(a) of the Internal Revenue Code. These opinions will be  
based upon then-existing law and will rely on certain facts, assumptions,       
limitations, representations and covenants including those contained in         
certificates executed by officers of Novell, Cambridge and Ceres Neptune        
Acquisition Corp. that, if incorrect in certain material respects, would        
jeopardize the conclusions reached by Wilson Sonsini and Morgan Lewis in their  
opinions. The tax opinions will not bind the Internal Revenue Service or the    
courts or prevent the Internal Revenue Service from successfully asserting a    
contrary opinion. Neither Novell nor Cambridge will request a ruling from the   
Internal Revenue Service in connection with the merger.                         

 The following material federal income tax consequences will result from the
merger's qualification as a reorganization within the meaning of Section 368(a) 
of the Internal Revenue Code:                                                   

. You will not recognize any gain or loss upon your receipt of Novell       
common stock in the merger, except with respect to cash received instead
of a fractional share of Novell common stock.                           

. The aggregate tax basis of the Novell common stock received by you as a   
result of the merger (treating fractional share interests in Novell     
common stock as having been issued in the merger and then redeemed for  
 cash) will be the same as the aggregate tax basis of the Cambridge common
stock you surrender in the merger.                                      

. The holding period of the Novell common stock received by you in the      
 merger will include the period during which you held the Cambridge common
stock exchanged therefor.                                               

. None of Novell, Ceres Neptune Acquisition Corp., or Cambridge will        
recognize gain or loss solely as a result of the merger.                

 If you receive cash in the merger instead of a fractional share interest in
Novell common stock, you will be treated as having received the cash in         
redemption of the fractional share interest. Assuming that, immediately after   
the merger, you hold a minimal interest in Novell, you exercise no control over 
Novell and, as a result of the deemed redemption and after giving effect to     
certain constructive ownership rules, you experience an actual reduction in     
your interest in Novell, you will recognize capital gain or loss on the deemed  
redemption in an amount equal to the difference between the amount of cash      
received and your adjusted tax basis allocable to such fractional share.        
Otherwise, the cash payment may be taxable to you as a dividend. Any such       
capital gain or loss will be long-term capital gain or loss if your holding     
period for your Cambridge common stock is greater than 12 months at the time of 
the merger.                                                                     

  If the Internal Revenue Service were to successfully challenge the status of
the merger as a reorganization, the tax consequences to you described above     
would not, in general, apply. In such event, you would be required to recognize 
gain or loss as a result of the merger in an amount equal to the difference     
between your basis in your Cambridge common stock and the fair market value, as 
of the closing of the merger, of the shares of Novell common stock and any      
other consideration that you receive.                                           

Even if the merger qualifies as a reorganization, you could recognize gain
to the extent that shares of Novell common stock are considered to be received  
in exchange for services or property, other than solely for Cambridge common    
stock. All or a portion of such gain may be taxable as ordinary income. You may 
also recognize gain to the extent that you are treated as receiving, directly   
or indirectly, consideration other than Novell common stock in exchange for     
your Cambridge common stock.                                                    

The foregoing discussion is not intended to be a complete analysis or     
description of all potential United States federal income tax consequences of   
the merger. In particular, the discussion does not address tax consequences     
which may vary with your individual circumstances. Moreover, the discussion     
does not address any non-income tax or any foreign, state or local tax          
consequences of the merger. Accordingly, we strongly urge you to consult your   
own tax advisor as to the specific United States federal, state, local or       
foreign income or other tax consequences of the merger to you.                  

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Accounting treatment of the merger                                              

Novell intends to account for the merger as a purchase transaction.       

Regulatory filings and approvals required to complete the merger                

  The merger is subject to the requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, under which a transaction cannot be       
completed until required information and materials are furnished to the         
Antitrust Division of the Department of Justice and the United States Federal   
Trade Commission and the applicable waiting periods are terminated or expire.   
Novell and Cambridge have made the required filings with the Department of      
Justice and the United States Federal Trade Commission, but the applicable      
waiting periods have not yet been terminated or expired.                        

The Antitrust Division of the Department of Justice or the United States  
Federal Trade Commission may challenge the merger on antitrust grounds either   
before or after expiration of the waiting period. Accordingly, at any time      
before or after the completion of the merger, either the Antitrust Division of  
the Department of Justice or the United States Federal Trade Commission could   
take action under the antitrust laws as it deems necessary or desirable in the  
public interest. Other persons could also take action under the antitrust laws, 
including seeking to enjoin the merger. Additionally, at any time before or     
after the completion of the merger, whether or not the applicable waiting       
period expired or ended, any state could take action under the antitrust laws   
as it deems necessary or desirable in the public interest. There can be no      
assurance that a challenge to the merger will not be made or that, if a         
challenge is made, we will prevail.                                             

In addition, Novell and Cambridge must file any applicable competition    
filings in foreign jurisdictions and receive clearance prior to completing the  
merger.                                                                         

 Other than as described above, neither Novell nor Cambridge is aware of any
other material governmental or regulatory approval required for completion of   
the merger, other than the effectiveness of this registration statement of      
which this proxy statement-prospectus forms a part and compliance with          
applicable corporate laws of Delaware.                                          

Restrictions on sales of shares by affiliates of Cambridge and Novell           

  The shares of Novell common stock to be issued in connection with the merger
will be registered under the Securities Act and will be freely transferable     
under the Securities Act, except for shares of Novell common stock issued to    
any person who is deemed to be an "affiliate" of either Novell or Cambridge.    
Persons who may be deemed affiliates include individuals or entities that       
control, are controlled by, or are under common control with such other person  
and may include some of our executive officers and directors, as well as our    
respective principal stockholders. Affiliates may not sell their shares of      
Novell common stock acquired in connection with the merger except pursuant to:  

. an effective registration statement under the Securities Act covering the 
resale of those shares;                                                 

. an exemption under paragraph (d) of Rule 145 under the Securities Act; or 

. any other applicable exemption under the Securities Act.                  

 Novell's registration statement on Form S-4, of which this proxy statement-
prospectus forms a part, does not cover the resale of shares of Novell common   
stock to be received by Novell and Cambridge affiliates in the merger.          

Listing on the Nasdaq National Market of Novell common stock to be issued in    
the merger                                                                      

Novell will have the shares of Novell common stock to be issued in the    
merger approved for listing on the Nasdaq National Market before the completion 
of the merger.                                                                  

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Delisting and deregistration of Cambridge common stock after the merger         

When the merger is completed, Cambridge common stock will be delisted from
the Nasdaq National Market and will be deregistered under the Securities        
Exchange Act.                                                                   

Appraisal rights                                                                

 You are not entitled to exercise appraisal rights as a result of the merger
or to demand payment for your shares under Section 262 of the Delaware General  
Corporation Law.                                                                

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THE MERGER AGREEMENT

 A description of the material terms of the merger agreement between Novell,
Ceres Neptune Acquisition Corp. and Cambridge follows. Please read the entire   
merger agreement, which is attached as Annex A to this proxy statement-         
prospectus. This summary is qualified in its entirety by reference to the full  
text of the merger agreement.                                                   

The Merger                                                                      

At the closing of the merger, Ceres Neptune Acquisition Corp., a wholly   
owned subsidiary of Novell, will merge with and into Cambridge. As a result of  
the merger, Cambridge will become a wholly owned subsidiary of Novell.          

Certificate of Incorporation and Bylaws of Cambridge After the Merger     

At the closing of the merger, the certificate of incorporation and the    
bylaws of Ceres Neptune Acquisition Corp. will become the certificate of        
incorporation and the bylaws of the surviving corporation. The certificate of   
incorporation of the surviving corporation shall be amended so that the name of 
the surviving corporation shall be Cambridge Technology Partners, Inc.          

Directors and Officers of Cambridge After the Merger                      

At the closing of the merger, the directors of Ceres Neptune Acquisition  
Corp. will be the directors of the surviving corporation, and the officers of   
Cambridge will be the officers of the surviving corporation.                    

Effect of Merger on Capital Stock of Cambridge                            

  At the closing of the merger, each share of common stock of Cambridge issued
and outstanding immediately prior to the merger will be cancelled and           
extinguished and automatically converted into the right to receive 0.668 of a   
share of Novell common stock, subject to adjustments for stock splits and       
similar matters. No fractional shares of Novell common stock will be issued in  
the merger. Instead, each holder of fractional shares will receive an amount of 
cash equal to such holder's proportionate interest in the net proceeds from the 
sale by the exchange agent in one or more transactions on behalf of all holders 
of fractional shares of Novell. The merger agreement provides that all options  
outstanding at the closing of the merger to purchase shares of Cambridge common 
stock will be assumed by Novell and become options to purchase common stock of  
Novell, subject to adjustment according to the exchange ratio. It is expected   
that all unexercised options to acquire Cambridge common stock will be          
cancelled upon the closing of the merger. For a description of equity grants to 
be made to Cambridge employees following the merger, see the discussion on      
pages 41 through 43 of this proxy statement-prospectus.                         

Procedure for Exchanging Cambridge Common Stock for Novell Common Stock   

The merger agreement requires Novell, as of the closing of the merger, to 
deposit with Novell's selected exchange agent, for the benefit of holders of    
shares of Cambridge common stock, certificates representing the shares of       
Novell common stock to be issued in the merger. When the merger is completed,   
the exchange agent will mail to you a letter of transmittal and instructions    
for surrendering your Cambridge stock certificates in exchange for Novell stock 
certificates, cash in lieu of fractional shares and any dividends or            
distributions that may be issuable.                                             

Representations and warranties                                                  

  Novell and Cambridge each made a number of representations and warranties in
the merger agreement regarding aspects of their respective businesses,          
financial condition, structure and other facts pertinent to their businesses    
and operations and to the merger.                                               

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Cambridge Representations and Warranties                                      

Cambridge made representations and warranties as to the following matters 
and each such representation is included in the merger agreement attached       
hereto as Annex A:                                                              

. Cambridge's corporate organization, qualification to do business and      
subsidiaries;                                                           

. Cambridge's capitalization;                                               

. Cambridge's authorization of the merger agreement;                        

. the effect of the merger on obligations of Cambridge and under applicable 
laws;                                                                   

. regulatory approvals required to complete the merger;                     

. Cambridge's filings and reports with the Securities and Exchange          
Commission;                                                             

. Cambridge's financial statements;                                         

. Cambridge's liabilities;                                                  

. absence of material changes in Cambridge's business since December 31,    
2000;                                                                   

. Cambridge's payment of taxes and tax liabilities;                         

. Cambridge's intellectual property;                                        

. Cambridge's compliance with applicable laws;                              

. permits required to conduct Cambridge's business and compliance with      
those permits;                                                          

. litigation involving Cambridge;                                           

. payments required to be made by Cambridge to brokers and agents on        
account of the merger;                                                  

. Cambridge's employee benefit plans;                                       

. Cambridge's labor relations;                                              

. environmental laws that apply to Cambridge;                               

. Cambridge's material contracts;                                           

. information supplied by Cambridge in this proxy statement-prospectus and  
the related registration statement filed by Novell;                     

. approval by the Cambridge board of directors;                             

. the inapplicability of state takeover statutes;                           

. the fairness opinion received by Cambridge from its financial advisor;    

. the inapplicability of Cambridge's rights agreement; and                  

. the inapplicability of the Investment Company Act of 1940.                

 The representations and warranties of Cambridge expire on the completion of
the merger.                                                                     

Novell Representations and Warranties                                         

  Novell made representations and warranties in the merger agreement as to the
following matters:                                                              

. Novell's corporate organization, qualification to do business and         
subsidiaries;                                                           

. Novell's capitalization;                                                  

. authorization of the merger agreement by Novell and Ceres Neptune         
Acquisition Corp.;                                                      

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. the effect of the merger on obligations of Novell under applicable laws;  

. regulatory approvals required to complete the merger;                     

. Novell's filings and reports with the Securities and Exchange Commission; 

. Novell's financial statements;                                            

. Novell's liabilities;                                                     

. absence of material changes in Novell's business since October 31, 2000;  

. Novell's compliance with applicable laws;                                 

. permits required to conduct Novell's business and compliance with such    
permits;                                                                

. litigation involving Novell;                                              

. environmental laws that apply to Novell;                                  

. Novell's labor relations;                                                 

. information supplied by Novell in this proxy statement-prospectus and the 
related registration statement filed by Novell;                         

. approval by the Novell and Ceres Neptune Acquisition Corp. boards of      
directors;                                                              

. Novell's intellectual property; and                                       

. Novell's payment of taxes and tax liability.                              

  The representations and warranties of Novell expire on the completion of the
merger.                                                                         

The representations and warranties in the merger agreement are complicated
and not easily summarized. You are urged to carefully read the articles of the  
merger agreement entitled "Representations and Warranties of Company" and       
"Representations and Warranties of Parent and Merger Sub."                      

Cambridge's conduct of business before completion of the merger                 

 Cambridge agreed that, until the earlier of the completion of the merger or
termination of the merger agreement or unless Novell consents in writing,       
Cambridge will carry on its business in the ordinary course, and use            
commercially reasonable efforts consistent with past practices to:              

. preserve intact its present business organization;                        

. keep available the services of its present executive officers and         
employees consistent with the terms of the merger agreement; and        

. preserve its relationships with customers, suppliers, distributors,       
licensors, licensees, and others with which it has material business    
dealings.                                                               

  Cambridge also agreed that until the earlier of the completion of the merger
or the termination of the merger agreement, or unless Novell consents in        
writing, Cambridge will conduct its business in compliance with specified       
restrictions relating to, among other things, the following:                    

. restricted stock and stock options;                                       

. employees and employee benefits, including severance and termination      
payments;                                                               

. Cambridge's intellectual property;                                        

. issuance of dividends or other distributions;                             

. issuance and redemption of securities;                                    

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. modification of Cambridge's certificate of incorporation and bylaws;      

. acquisition of assets or other entities;                                  

. sale, lease, license and disposition of assets;                           

. incurrence of indebtedness;                                               

. payment or settlement of liabilities;                                     

. capital expenditures;                                                     

. entrance into or modification of certain contracts;                       

. accounting policies and procedures;                                       

. treatment of the merger as a "reorganization" under the Internal Revenue  
Code;                                                                   

. hiring and terminating of employees;                                      

. making of tax elections; and                                              

. Cambridge's rights plan.                                                  

Novell's conduct of business before completion of the merger                    

Novell agreed that until the earlier of the completion of the merger or   
termination of the merger agreement, or unless Cambridge consents in writing,   
Novell will not:                                                                

. engage in any action that could reasonably be expected to cause the       
merger to fail to qualify as a "reorganization" under the Internal      
Revenue Code;                                                           

. declare, set aside or pay any extraordinary non-stock dividend or         
distribution; or                                                        

. modify Novell's or Ceres Neptune Acquisition Corp.'s respective           
 certificates of incorporation or bylaws in a manner which would adversely
affect the rights of Novell's common stock.                             

Regulatory filings                                                              

The merger agreement contains various covenants and agreements regarding  
preparation of regulatory filings that are customary in transactions of this    
nature, including:                                                              

. Novell and Cambridge have agreed to prepare and cause to be filed with    
the Securities and Exchange Commission a registration statement on Form 
S-4, including this proxy statement-prospectus, and to cooperate and    
 promptly provide information to each other as required or appropriate for
inclusion in the registration statement;                                

. Novell and Cambridge have agreed to respond to any comments of the staff  
of the Securities and Exchange Commission and to use commercially       
reasonable efforts to have the registration statement on Form S-4       
declared effective under the Securities Act as promptly as practicable  
after it is filed;                                                      

. Cambridge has agreed to cause this proxy statement-prospectus to be       
 mailed out to its stockholders at the earliest practicable time after the
S-4 is declared effective;                                              

. Novell and Cambridge have agreed to prepare and file any other filings    
relating to the merger required to be filed under applicable law;       

. Novell and Cambridge have agreed to notify each other promptly upon       
 receipt of any comments or requests for information regarding the filings
from the Securities and Exchange Commission or other regulatory bodies; 

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. Novell and Cambridge have agreed to notify each other of any event that   
is required to be set forth in an amendment or supplement to any        
 regulatory filing, and to cooperate in filing any amendment or supplement
with the appropriate regulatory body and, if appropriate, in mailing the
amendment or supplement to Cambridge stockholders; and                  

. Cambridge has agreed to cause this proxy statement-prospectus to include  
the recommendation of its board of directors in favor of adoption and   
approval of the merger agreement and approval of the merger, subject to 
specified exceptions.                                                   

Special meeting of Cambridge stockholders                                       

 Cambridge has agreed to convene a special meeting of Cambridge stockholders
as promptly as practicable after the registration statement on Form S-4 is      
declared effective, and, unless Cambridge's board of directors has withdrawn    
its recommendation of the merger agreement and the merger, to use its           
commercially reasonable efforts to solicit and secure from its stockholders at  
the meeting the adoption and approval of the merger agreement and the merger.   
Cambridge has also agreed that its board of directors will recommend that its   
stockholders vote in favor of and adopt and approve the merger agreement and    
the merger, and that this recommendation will not be withdrawn or modified in a 
manner adverse to Novell, subject to specified exceptions.                      

Nothing in the merger agreement prevents the Cambridge board of directors 
from withdrawing or changing its recommendation in favor of the merger if the   
board reasonably concludes in good faith, after consultation with its outside   
counsel, that the failure to so withdraw or change its recommendation would be  
inconsistent with its fiduciary obligations.                                    

Non-solicitation by Cambridge                                                   

Cambridge has agreed to cease, as of the date of the merger agreement, any
and all existing activities, discussions or negotiations with any parties       
conducted prior to that date with respect to any "Acquisition Proposal," that   
is, an offer or proposal relating to any "Acquisition Transaction," other than  
an offer or proposal from Novell.                                               

An Acquisition Transaction is any transaction or series of related        
transactions, other than the merger, involving any of the following:            

. the acquisition or purchase from Cambridge by any person or group of more 
than a 15% interest in the total outstanding voting securities of       
Cambridge or any of its subsidiaries;                                   

. any tender offer or exchange offer that if consummated would result in    
any person or group beneficially owning 15% or more of the total        
outstanding voting securities of Cambridge or any of its subsidiaries;  

. any merger, consolidation, business combination or similar transaction    
involving Cambridge pursuant to which the stockholders of Cambridge     
immediately preceding such transaction hold less than 85% of the equity 
interests in the surviving or resulting entity;                         

. any sale, lease outside the ordinary course of business, exchange,        
 transfer, license outside the ordinary course of business, acquisition or
disposition of more than 15% of the assets of Cambridge; or             

. any liquidation or dissolution of Cambridge.                              

Until the merger is completed or the merger agreement is terminated,      
Cambridge has agreed that neither it nor any of its subsidiaries will, directly 
or indirectly:                                                                  

. solicit, initiate, encourage or induce the making, submission or          
announcement of any Acquisition Proposal;                               

. participate in any discussions or negotiations regarding any Acquisition  
Proposal;                                                               

. furnish to any person any non-public information with respect to any      
Acquisition Proposal;                                                   

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. take any other action to facilitate any inquiries or the making of any    
proposal that constitutes or may reasonably be expected to lead to any  
Acquisition Proposal;                                                   

. engage in discussions with any person with respect to any Acquisition     
Proposal;                                                               

. subject to certain limited exceptions in the event of a "Superior Offer," 
as discussed below, approve, endorse or recommend any Acquisition       
Proposal; or                                                            

. enter into any letter of intent or similar document or any contract,      
agreement or commitment contemplating or otherwise relating to any      
Acquisition Transaction.                                                

For purposes of the foregoing, any violation of any of the restrictions in
the immediately preceding paragraph by any officer, director, affiliate or      
employee of Cambridge or any investment banker, attorney or other advisor or    
representative of Cambridge is deemed to be a breach of the relevant            
restriction by Cambridge.                                                       

 A Superior Offer is an unsolicited, bona fide written offer made by a third
party to consummate any of the following transactions on terms that the board   
of directors of Cambridge determines, in its reasonable judgment, after         
consultation regarding the offer with its outside financial advisor, to be more 
favorable to Cambridge stockholders than the terms of the merger involving      
Novell:                                                                         

. a merger, consolidation, business combination, recapitalization,          
liquidation, dissolution or similar transaction involving Cambridge     
 pursuant to which the stockholders of Cambridge immediately preceding the
 transaction hold less than 51% of the equity interest in the surviving or
resulting entity of the transaction;                                    

. a sale or other disposition by Cambridge of all or substantially all of   
its assets; or                                                          

. the acquisition by any person or group, including by way of a tender      
offer or an exchange offer or issuance by Cambridge, directly or        
indirectly, of beneficial ownership or a right to acquire beneficial    
ownership of shares representing in excess of 51% of the voting power of
the then outstanding shares of capital stock of Cambridge.              

However, an offer will not be considered a Superior Offer if any financing
required to consummate the transaction contemplated by such offer is not        
committed or is not likely in the judgment of Cambridge's board of directors to 
be obtained by such third party on a timely basis.                              

The merger agreement provides that these restrictions shall not prohibit  
Cambridge from complying with Rule 14e-2 promulgated under the Securities       
Exchange Act of 1934, as amended. Moreover, the merger agreement allows         
Cambridge to participate in discussions or negotiations with, or furnish        
information regarding Cambridge pursuant to a confidentiality agreement to, any 
person or group if all of the following conditions are met:                     

.  the person or group has submitted a Superior Offer to Cambridge's board  
of directors;                                                         

.  neither Cambridge nor any of its representatives or subsidiaries has     
breached the non-solicitation provisions contained in the merger      
agreement in connection with the Superior Offer;                      

.  the board of directors of Cambridge determines in its good faith         
judgment, after consultation with its outside legal counsel, that     
failure to take such action would be inconsistent with its fiduciary  
duties under applicable law;                                          

.  the board of directors of Cambridge provides prior written notice to     
Novell of its decision to participate in negotiations and provide     
information; and                                                      

.  Cambridge contemporaneously provides any information provided the person 
or group to Novell (to the extent such information has not been       
previously furnished).                                                

  Cambridge has agreed to promptly inform Novell of any request for non-public
information that Cambridge reasonably believes would lead to an Acquisition     
Proposal, or of any Acquisition Proposal, or any                                

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inquiry with respect to or which Cambridge reasonably should believe would lead 
to any Acquisition Proposal, the material terms and conditions of such request, 
Acquisition Proposal or inquiry, and the identity of the person or group making 
any such request, Acquisition Proposal or inquiry.                              

  Under the merger agreement, the Cambridge directors are allowed to withhold,
withdraw, amend or modify their recommendation in favor of the merger if a      
Superior Offer is made and not withdrawn, neither Cambridge nor any of its      
representatives has breached the non-solicitation provisions of the merger      
agreement in connection with the Superior Offer, and the board of directors of  
Cambridge reasonably concludes in good faith, after consultation with its       
outside counsel that, in light of the Superior Offer, the failure to withhold,  
withdraw, amend or modify its recommendation would be inconsistent with the     
directors' fiduciary obligations to Cambridge stockholders under applicable     
law.                                                                            

Regardless of whether there has been a Superior Offer, Cambridge is       
obligated under the merger agreement to hold and convene the Cambridge special  
meeting of stockholders.                                                        

Treatment of Cambridge stock options and contingent obligation to issue shares  

It is expected that all unexercised Cambridge options will be cancelled   
prior to or upon the closing of the merger. For a discussion of equity grants   
to be made to Cambridge employees following the merger, see the discussion on   
pages 41 through 43 of this proxy statement-prospectus.                         

Cambridge's contingent obligation to issue shares of its common stock     
pursuant to an earn-out agreement entered into in connection with Cambridge's   
purchase of the business and assets of OSIX PTY Ltd. will be assumed by Novell  
and become a contingent obligation to issue Novell common stock with a fair     
value of up to two million Australian dollars if the earn-out conditions are    
met.                                                                            

Cambridge's employee benefit plans                                              

Following the merger and for one year thereafter, Novell will provide     
Cambridge employees and its subsidiaries' employees with:                       

.  substantially similar compensation, employee benefits and terms and      
conditions of employment, in the aggregate, as Novell provides to     
similarly situated employees of Novell;                               

.  compensation, employee benefits and terms and conditions of employment   
 that are substantially similar, in the aggregate, to those of Cambridge
as in effect immediately prior to the merger; or                      

.  a combination of the two above alternatives, provided that compensation, 
employee benefits and terms and conditions of employment, in the      
aggregate, are substantially similar to those in effect for the       
Cambridge employees immediately prior to the merger.                  

  Following the merger, each continuing employee will, to the extent permitted
by applicable law, receive service credit for purposes of eligibility to        
participate and vesting (but not for benefit accrual purposes) for employment,  
compensation and employee benefit plan purposes with Cambridge or its           
subsidiaries prior to the merger.                                               

Indemnification                                                                 

After completion of the merger, Novell will fulfill the obligations of    
Cambridge pursuant to any indemnification provisions under Cambridge's          
certificate of incorporation and bylaws and any indemnification agreements      
between Cambridge and its directors and officers in effect immediately prior to 
the completion of the merger.                                                   

In addition, Cambridge's directors and officers will receive, for a period
of six years after the completion of the merger, directors and officers         
insurance coverage with terms substantially the same as those of Cambridge's    
existing directors and officers insurance policy for events occurring on or     
prior to the completion of the merger through one of the following mechanisms:  

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.  a directors and officers insurance policy whose annual premium is not    
 greater than 150% of the premium of Cambridge's policy in effect on the
date of the merger agreement; or                                      

.  obtaining six-year "tail" coverage under Cambridge's existing directors  
and officers insurance policy.                                        

Conditions to completion of the merger                                          

  The obligations of Novell and Cambridge to complete the merger and the other
transactions contemplated by the merger agreement are subject to the            
satisfaction or waiver of each of the following conditions before completion of 
the merger:                                                                     

.  the merger agreement must be approved and adopted and the merger must be 
approved by the requisite holders of Cambridge stock;                 

.  Novell's registration statement must be effective, no stop order         
suspending its effectiveness will be in effect and no proceedings for 
 suspension of its effectiveness will be pending before or threatened by
the SEC;                                                              

.  no law, regulation or order must be enacted or issued which has the      
 effect of making the merger illegal or otherwise prohibiting completion
of the merger substantially on the terms contemplated by the merger   
agreement;                                                            

.  all applicable waiting periods under applicable antitrust laws must have 
expired or been terminated; and                                       

.  Novell and Cambridge must each receive from their respective tax counsel 
an opinion to the effect that the merger will constitute a            
reorganization within the meaning of Section 368(a) of the Internal   
Revenue Code, and such opinions shall not have been withdrawn.        

Cambridge's obligations to complete the merger and the other transactions 
contemplated by the merger agreement are subject to the satisfaction or waiver  
of each of the following additional conditions before completion of the merger: 

.  Novell's representations and warranties must be true and correct in all  
  material respects as of March 12, 2001, and as of the date the merger is
 to be completed as if made at and as of such time except: to the extent
Novell's representations and warranties address matters only as of a  
particular date, they must be true and correct as of that date and if 
 any of these representations and warranties are not true and correct at
the time of the merger, but the effect in each case, or in the        
aggregate, while disregarding all qualifications based on the word    
"material" within the representations and warranties, of the          
 inaccuracies of these representations and breaches of these warranties,
 is not and does not have a material adverse effect on Novell, then this
condition will be deemed satisfied;                                   

.  Novell must perform or comply in all material respects with all of its   
agreements and covenants required by the merger agreement to be       
performed or complied with by Novell at or before completion of the   
merger;                                                               

.  the shares of Novell common stock to be issued in the merger must be     
authorized for listing on Nasdaq, subject to notice of issuance;      

.  Novell's board of directors shall have been increased from eight to ten  
 directors, and two members of Cambridge's board of directors designated
by Cambridge shall have been appointed to fill the newly created      
vacancies on Novell's board of directors; and                         

.  Novell shall have offered Jack L. Messman the positions of president and 
chief executive officer of Novell effective on the completion of the  
 merger on terms substantially similar to those of Mr. Messman's current
employment agreement with Cambridge.                                  

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Novell's and Ceres Neptune Acquisition Corp.'s obligations to complete the
merger and the other transactions contemplated by the merger agreement are      
subject to the satisfaction or waiver of each of the following additional       
conditions before completion of the merger:                                     

.  Cambridge's representations and warranties must be true and correct in   
all material respects as of March 12, 2001, and at and as of the date 
 the merger is to be completed as if made at and as of such time except:
  to the extent Cambridge's representations and warranties address matters
only as of a particular date, they must be true and correct as of that
  date and if any of these representations and warranties are not true and
correct at the time of the merger, but the effect in each case, or in 
the aggregate, while disregarding all qualifications based on the word
"material" within the representations and warranties, of the          
inaccuracies of these representations and breaches of these warranties
is not and does not have a material adverse effect on Cambridge, then 
this condition will be deemed satisfied;                              

.  Cambridge must perform or comply in all material respects with all of    
its agreements and covenants required by the merger agreement to be   
performed or complied with by Cambridge at or before completion of the
merger; and                                                           

.  Mr. Messman shall have accepted and not withdrawn his acceptance of the  
positions of president and chief executive officer of Novell to be    
effective on the completion of the merger.                            

Termination of the merger agreement                                             

The merger agreement may be terminated at any time prior to completion of 
the merger, whether before or after approval and adoption of the merger         
agreement and approval of the merger by Cambridge stockholders:                 

.  by mutual consent of Novell and Cambridge;                               

.  by Novell or Cambridge, if the merger is not completed before September  
30, 2001, except that this right to terminate the merger agreement is 
not available to any party whose action or failure to act has been a  
 principal cause of or resulted in the failure of the merger to occur on
or before September 30, 2001 and that action or failure to act        
constitutes a breach of the merger agreement;                         

.  by Novell or Cambridge, if there is any order of a court or governmental 
authority having jurisdiction over either Novell or Cambridge         
 permanently restraining, enjoining or prohibiting the completion of the
merger, which is final and nonappealable;                             

.  by Novell or Cambridge, if the merger fails to receive the requisite     
vote for approval by the stockholders of Cambridge at the Cambridge   
 special meeting or at any adjournment of that meeting, except that this
right to terminate the merger agreement is not available to Novell or 
Cambridge, as the case may be, where the failure to obtain Cambridge  
 stockholder approval was caused by Novell's or Cambridge's, as the case
may be, action or failure to act and this action or failure to act    
 constitutes a breach by Novell or Cambridge, as the case may be, of the
merger agreement;                                                     

.  by Cambridge, upon a breach of any representation, warranty, covenant or 
agreement on the part of Novell in the merger agreement, or if any    
representation or warranty of Novell is or becomes untrue so that the 
corresponding condition to completion of the merger would not be met; 
however, if the breach or inaccuracy is curable by Novell through the 
  exercise of its commercially reasonable efforts, and Novell continues to
exercise such commercially reasonable efforts, Cambridge may not      
terminate the merger agreement for 30 days after delivery of written  
notice from Cambridge to Novell of the breach;                        

.  by Novell, upon a breach of any representation, warranty, covenant or    
  agreement on the part of Cambridge set forth in the merger agreement, or
  if any of Cambridge's representations or warranties is or becomes untrue
so that the corresponding condition to completion of the merger would 
  not be met; however, if the breach or inaccuracy is curable by Cambridge
through the exercise of its commercially reasonable efforts and       
Cambridge continues to exercise such commercially reasonable efforts, 
  Novell may not terminate the merger agreement for 30 days after delivery
of written notice from Novell to Cambridge of the breach; or          

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.  by Novell if a "Triggering Event" occurs; a Triggering Event is deemed   
to occur if:                                                          

.  Cambridge's board of directors withdraws or amends or modifies in a    
manner adverse to Novell its recommendation in favor of the adoption
and approval of the merger agreement or the approval of the merger; 

.  Cambridge fails to include in this proxy statement-prospectus the      
recommendation of Cambridge's board of directors in favor of the    
 adoption and approval of the merger agreement and the approval of the
merger;                                                             

.  Cambridge's board of directors fails to reaffirm its recommendation in 
favor of the adoption and approval of the merger agreement and      
 approval of the merger within ten business days after Novell requests
in writing that such recommendation be reaffirmed;                  

.  at any time following the announcement of an Acquisition Proposal,     
 Cambridge's board of directors approves or recommends any Acquisition
Proposal;                                                           

.  Cambridge violates the non-solicitation provisions of the merger       
agreement; or                                                       

.  a tender or exchange offer relating to not less than 15% of the then   
outstanding securities of Cambridge is commenced by a person        
unaffiliated with Novell, and Cambridge does not send to its        
  securityholders within ten business days after such tender or exchange
offer is first commenced a statement disclosing that Cambridge      
recommends rejection of such tender or exchange offer.              

Payment of termination fee                                                      

  If the merger agreement is terminated by Novell because of the occurrence of
a Triggering Event, Cambridge will pay Novell a termination fee of $7.3 million 
plus any expenses incurred by Novell in collecting such termination fee, upon   
demand by Novell.                                                               

Further, Cambridge will pay to Novell upon demand by Novell a termination 
fee of $7.3 million plus expenses incurred by Novell in collecting such         
termination fee, if the merger agreement is terminated by Novell or Cambridge   
because the merger is not consummated by September 30, 2001, or because         
Cambridge's stockholders do not approve the merger agreement, and either of the 
following occur:                                                                

.  prior to such termination, a third party has delivered an Acquisition    
Proposal and within 12 months following the termination of the merger 
agreement an acquisition of Cambridge is consummated; or              

.  prior to such termination, a third party has delivered an Acquisition    
Proposal and within 12 months following the termination of the merger 
agreement Cambridge enters into an agreement or letter of intent      
providing for an acquisition of Cambridge. An acquisition of Cambridge
for these purposes is any of the following: a merger, consolidation,  
business combination, recapitalization, liquidation, dissolution or   
similar transaction involving Cambridge pursuant to which the         
stockholders of Cambridge immediately preceding such transaction hold 
less than 60% of the aggregate equity interests in the surviving or   
 resulting entity of such transaction; or a sale or other disposition by
 Cambridge of assets representing in excess of 60% of the aggregate fair
 market value of Cambridge's business immediately prior to such sale; or
the acquisition by any person or group, including by way of a tender  
offer or an exchange offer or issuance by Cambridge, directly or      
indirectly, of beneficial ownership or a right to acquire beneficial  
  ownership of shares representing in excess of 40% of the voting power of
the then outstanding shares of capital stock of Cambridge.            

Extension, waiver and amendment of the merger agreement                         

  Novell and Cambridge may amend the merger agreement before completion of the
merger by mutual written consent. Either Novell or Cambridge may extend the     
other's time for the performance of any of the obligations or other acts under  
the merger agreement, waive any inaccuracies in the other's representations and 
warranties and waive compliance by the other with any of the agreements or      
conditions contained in the merger agreement.                                   

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OTHER AGREEMENTS

Voting agreements                                                               

As an inducement to Novell to enter into the merger agreement, Jack L.    
Messman, the president, chief executive officer and a director of Cambridge,    
and other executive officers and directors of Cambridge, entered into voting    
agreements with Novell. By entering into the voting agreements, these Cambridge 
stockholders have irrevocably appointed Novell as their lawful attorney and     
proxy. These proxies give Novell the limited right to vote the shares of        
Cambridge common stock beneficially owned by these Cambridge stockholders,      
including shares of Cambridge common stock acquired after the date of the       
voting agreements:                                                              

.  in favor of the approval and adoption of the merger agreement, the       
merger, each of the other transactions contemplated by the merger     
agreement, any other action required in furtherance of the merger; and

.  against any proposal made in opposition to, or in competition with,      
consummation of the merger and the other transactions contemplated by 
the merger agreement; and any merger, asset sale, reorganization,     
recapitalization, dissolution or any other action intended, or which  
could reasonably be expected, to impede, interfere with or otherwise  
adversely affect the consummation of the merger and the other         
transactions contemplated by the merger agreement.                    

  These Cambridge stockholders may vote their shares of Cambridge common stock
on all other matters.                                                           

As of the record date, the Cambridge stockholders who entered into voting 
agreements with Novell collectively beneficially owned           shares of      
Cambridge common stock which represented approximately    % of the outstanding  
Cambridge common stock. None of the Cambridge stockholders who are parties to   
the voting agreements were paid additional consideration in connection with     
them.                                                                           

Each Cambridge stockholder who is a party to a voting agreement agreed not
to sell, or transfer voting rights of, the Cambridge stock and options owned,   
controlled or acquired, either directly or indirectly, by that person until the 
earlier of the completion of the merger or termination of the merger agreement, 
unless each person to which any shares, including voting rights or any interest 
in any shares is transferred agrees to be bound by the terms and provisions of  
the voting agreement, subject to specified exceptions.                          

The Cambridge stockholders' voting agreements will terminate upon the     
earlier to occur of the completion of the merger or termination of the merger   
agreement.                                                                      

Affiliate agreements                                                            

As an inducement to Novell to enter into the merger agreement, each member
of the Cambridge board of directors and some officers of Cambridge will execute 
affiliate agreements. Under the affiliate agreements, Novell will be entitled   
to place appropriate legends on the certificates evidencing any Novell common   
stock to be received by these persons and to issue stop transfer instructions   
to the transfer agent for the Novell common stock. Further, these persons have  
also acknowledged the resale restrictions imposed by Rule 145 under the         
Securities Act on shares of Novell common stock to be received by them in the   
merger.                                                                         

Employment agreements                                                           

Jack L. Messman, the president, chief executive officer and a director of 
Cambridge, is expected to enter into an employment agreement with Novell.       

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NOVELL UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

In March 2001, Novell, Inc. entered into a merger agreement with Cambridge
Technology Partners (Massachusetts), Inc. whereby, upon consummation, Cambridge 
will become a wholly owned subsidiary of Novell. Under the merger agreement     
each share of Cambridge common stock issued and outstanding immediately prior   
to the effective date will be cancelled and converted into the right to receive 
0.668 of a share of Novell common stock. All outstanding stock options of       
Cambridge will terminate and Novell will not assume the Cambridge stock option  
plans. As of March 28, 2001, there were 63,532,271 shares of Cambridge common   
stock issued and outstanding that will be converted to 42,439,557 shares of     
Novell common stock. The merger will be accounted for using the purchase method 
of accounting. The Unaudited Pro Forma Combined Condensed Financial Statements  
have been prepared on the basis of assumptions described herein.                

What these pro forma statements show                                          

 The unaudited pro forma combined condensed financial statements give effect
to the merger using the purchase method of accounting. The unaudited pro forma  
combined condensed statement of operations for the year ended October 31, 2000  
and the three months ended January 31, 2001 assume the merger took place on     
November 1, 1999. The unaudited pro forma combined condensed balance sheet      
assumes the merger took place on January 31, 2001.                              

The Novell unaudited pro forma combined condensed statement of operations 
for the year ended October 31, 2000 combine Novell's historical results of      
operations for the year ended October 31, 2000 with Cambridge's historical      
results of operations for the year ended December 31, 2000. The Novell          
unaudited pro forma combined condensed statement of operations for the three    
months ended January 31, 2001 combine Novell's historical results of operations 
for the three months ended January 31, 2001 with Cambridge's historical results 
of operations for the three months ended December 31, 2000. The Novell          
unaudited pro forma combined condensed balance sheet combines Novell's          
historical balance sheet as of January 31, 2001 with Cambridge's historical     
balance sheet as of December 31, 2000.                                          

Basis of Presentation                                                         

The Novell unaudited pro forma combined condensed financial statements    
reflect the Cambridge merger accounted for using the purchase method of         
accounting and have been prepared on the basis of assumptions described in the  
notes, including assumptions relating to the allocation of the amount of        
consideration paid to the assets and liabilities of Cambridge based upon        
preliminary estimates of their fair value. The actual allocation of the amount  
of consideration paid may differ from those assumptions after valuations and    
other procedures are performed after the closing is completed.                  

Merger Charges                                                                

Novell expects to incur a liability for the estimated costs incurred as a 
result of the merger, such as costs resulting from vacating duplicate Cambridge 
facilities and reducing headcount. This liability is included as part of the    
allocation of the purchase price. The unaudited pro forma combined condensed    
balance sheet includes the effect of these charges. The unaudited pro forma     
combined condensed statements of operations do not reflect these charges        
because they are non-recurring. These charges will be reflected in Novell's     
consolidated financial statements in the period in which the merger is          
consummated.                                                                    

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These pro forma unaudited combined condensed financial statements should be   
read with each company's financial statements                                 

The Novell unaudited pro forma combined condensed financial data should be
read in conjunction with the related notes included in this proxy statement-    
prospectus and the consolidated audited and consolidated condensed unaudited    
financial statements of Novell and the consolidated audited financial           
statements of Cambridge, which are incorporated by reference in this proxy      
statement-prospectus. The Novell unaudited pro forma combined condensed         
financial data are not necessarily indicative of what the actual results of     
operations and financial position would have been had the Cambridge merger      
taken place on November 1, 1999 or January 31, 2001, and do not indicate future 
results of operations or financial position.                                    

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UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
As of January 31, 2001
(in thousands)

                                                                [Download Table]

                              Historical                                          
                         ---------------------   Pro Forma             Pro Forma  
                           Novell    Cambridge  Adjustments             Combined  
                         ----------  ---------  -----------            ---------  
                                                                                  
ASSETS:                                                                           
-------                                                                           

Current assets:                                                                   
  Cash and short-term                                                             
   investments.......... $  655,449  $ 96,710    $     --              $  752,159 
  Receivables, net......    161,095    96,537          --                 257,632 
  Inventories...........      1,898       --           --                   1,898 
  Prepaid expenses......     25,458    31,936      (20,497)(2)             36,897 
  Deferred and                                                                    
   refundable income                                                              
   taxes................     56,996    14,083      (11,786)(7)             59,293 
  Other current assets..     25,179     8,813       20,497 (2)             54,489 
                         ----------  --------    ---------             ---------- 
    Total current                                                                 
     assets.............    926,075   248,079      (11,786)             1,162,368 
Property, plant and                                                               
 equipment, net.........    282,937    44,310          --                 327,247 
Long-term investments...    397,876     8,094          --                 405,970 
Deferred income taxes...     15,600    33,938       (8,214)(7)             41,324 
Other assets............     22,966     8,123       72,846 (1)            103,935 
                         ----------  --------    ---------             ---------- 
    Total assets........ $1,645,454  $342,544    $  52,846             $2,040,844 
                         ==========  ========    =========             ========== 

LIABILITIES AND                                                                   
STOCKHOLDERS' EQUITY:                                                             
---------------------                                                             

Current Liabilities:                                                              
  Accounts payable...... $   94,286  $ 13,879    $   7,053 (4)            115,218 
  Accrued compensation..     56,849                 33,528 (3)             90,377 
  Accrued marketing                                                               
   liabilities..........     12,500                  1,000 (5)             13,500 
  Other accrued                                                                   
   liabilities..........     58,786    72,083      (41,581)(3),(4),(5)            
                                                    46,575 (1)            135,863 
Income tax payable......     26,145    24,822          --                  50,967 
Deferred revenue........    220,154     6,091          --                 226,245 
                         ----------  --------    ---------             ---------- 
    Total current                                                                 
     liabilities........    468,720   116,875       46,575                632,170 
Other long-term                                                                   
 liabilities............        --      1,250                               1,250 
Minority interests......     11,457       --                               11,457 
Stockholders' equity:                                                             
  Common stock, par                                                               
   value................     31,766       635        4,244 (1)                    
                                                      (635)(8)             36,010 
  Additional paid-in                                                              
   capital..............        --    171,782      246,446 (1)                    
                                                  (171,782)(8)                    
                                                   (20,000)(7)            226,446 
Retained earnings.......  1,250,626    67,123      (67,123)(8)          1,250,626 
Accumulated other                                                                 
 comprehensive loss.....   (101,797)  (13,458)      13,458 (8)           (101,797)
Unearned stock                                                                    
 compensation...........    (15,318)   (1,663)       1,663 (8)            (15,318)
                         ----------  --------    ---------             ---------- 
    Total stockholders'                                                           
     equity.............  1,165,277   224,419        6,271              1,395,967 
                         ----------  --------    ---------             ---------- 
    Total liabilities                                                             
     and stockholders'                                                            
     equity............. $1,645,454  $342,544    $  52,846             $2,040,844 
                         ==========  ========    =========             ========== 

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UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS 
For the Year Ended October 31, 2000 
(in thousands, except per share amounts)

                                                                [Download Table]

                                 Historical                                   
                            ---------------------   Pro Forma      Pro Forma  
                              Novell    Cambridge  Adjustments      Combined  
                            ----------  ---------  -----------     ---------  
                                                                              
Net sales.................. $1,161,735  $ 586,564   $  36,500 (9)  $1,784,799 
Cost of sales..............    327,398    341,703     141,005 (6)     810,106 
                            ----------  ---------   ---------      ---------- 
Gross profit...............    834,337    244,861    (104,505)        974,693 
Operating expenses:                                                           
  Sales and marketing......    495,985     80,677       2,600 (6)     579,262 
  Product development......    234,571        --          --          234,571 
  General and                                                                 
   administrative..........     87,471    249,667    (143,605)(6)     193,533 
  Goodwill amortization....        --         --       18,212 (10)     18,212 
  Restructuring charge.....     47,892     27,000         --           74,892 
                            ----------  ---------   ---------      ---------- 
    Total operating                                                           
     expenses..............    865,919    357,344    (122,793)      1,100,470 
                            ----------  ---------   ---------      ---------- 
Income (loss) from                                                            
 operations................    (31,582)  (112,483)     18,288        (125,777)
Other income (expense):                                                       
  Other income, net........    102,254      8,595         --          110,849 
  Gain (loss) on sale of                                                      
   division................        --       7,661         --            7,661 
                            ----------  ---------   ---------      ---------- 
    Total other income                                                        
     (expense).............    102,254     16,256         --          118,510 
                            ----------  ---------   ---------      ---------- 
Income (loss) before                                                          
 taxes.....................     70,672    (96,227)     18,288          (7,267)
Income tax expense                                                            
 (benefit) ................     21,202    (33,680)     12,921 (11)        443 
                            ----------  ---------   ---------      ---------- 
    Net income (loss) ..... $   49,470  $ (62,547)  $   5,367      $   (7,710)
                            ==========  =========   =========      ========== 
Weighted average shares                                                       
 outstanding:                                                                 
  Basic....................    326,621                 42,440         369,061 
  Diluted..................    335,034                 34,027         369,061 
Net income (loss) per                                                         
 share:                                                                       
  Basic.................... $     0.15                             $    (0.02)
                            ==========                             ========== 
  Diluted.................. $     0.15                             $    (0.02)
                            ==========                             ========== 

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UNAUDITED PRO FORMA COMBINED CONDENSED
STATEMENTS OF OPERATIONS
For the Three Months Ended January 31, 2001 
(in thousands, except per share amounts)

                                                                [Download Table]

                                       Historical                                
                                   -------------------   Pro Forma      Pro Forma
                                    Novell   Cambridge  Adjustments     Combined 
                                   --------  ---------  -----------     ---------
                                                                                 
Net sales......................... $245,035  $125,052    $    --        $370,087 
Cost of sales.....................   65,862    75,777      33,011 (6)    174,650 
                                   --------  --------    --------       -------- 
Gross profit......................  179,173    49,275     (33,011)       195,437 
Operating expenses:                                                              
  Sales and marketing.............  121,747    18,927         500 (6)    141,174 
  Product development.............   49,488       --          --          49,488 
  General and administrative......   21,222    53,221     (33,511)(6)     40,932 
  Goodwill amortization...........      --        --        4,553 (10)     4,553 
  Restructuring charge............      --      5,000         --           5,000 
                                   --------  --------    --------       -------- 
    Total operating expenses......  192,457    77,148     (28,458)       241,147 
                                   --------  --------    --------       -------- 
Income (loss) from operations.....  (13,284)  (27,873)     (4,553)       (45,710)
Other income (expense), net.......   17,831    (2,024)        --          15,807 
                                   --------  --------    --------       -------- 
Income (loss) before taxes........    4,547   (29,897)     (4,553)       (29,903)
Income tax expense (benefit)......    1,273   (10,464)        --  (11)    (9,191)
                                   --------  --------    --------       -------- 
    Income (loss), before                                                        
     cumulative effect of change                                                 
     in accounting principle...... $  3,274  $(19,433)   $ (4,553)      $(20,712)
                                   ========  ========    ========       ======== 
Weighted average shares                                                          
 outstanding:                                                                    
  Basic...........................  322,183                42,440        364,623 
  Diluted.........................  322,187                42,436        364,623 
Income (loss) per share, before                                                  
 cumulative effect of change in                                                  
 accounting principle:                                                           
  Basic........................... $   0.01                             $  (0.06)
                                   ========                             ======== 
  Diluted......................... $   0.01                             $  (0.06)
                                   ========                             ======== 

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NOTES TO NOVELL UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS 

1. Basis of Presentation                                                        

 The unaudited pro forma combined condensed financial statements give effect
to Novell's acquisition of Cambridge through a merger and exchange of shares.   
The merger is being accounted for using the purchase method of accounting. The  
unaudited pro forma combined condensed financial statements have been prepared  
on the basis of assumptions described in the following notes and include        
assumptions relating to the allocation of the consideration paid for the assets 
and liabilities of Cambridge based on estimated fair value. The final           
allocation of the purchase price may differ from the preliminary allocations.   
In the opinion of management, all adjustments necessary for a fair presentation 
of such unaudited pro forma combined financial statements have been made based  
on the proposed terms and structure of the Cambridge merger.                    

 The unaudited pro forma combined condensed consolidated balance sheet as of
January 31, 2001 reflects the financial position of Novell after giving effect  
to the merger with Cambridge as if this merger occurred on January 31, 2001.    
The unaudited pro forma combined condensed consolidated statement of operations 
for the three month period ended January 31, 2001 includes the results for      
Novell for the three month period ended January 31, 2001 and the results for    
Cambridge for the three month period ended December 31, 2000. The unaudited pro 
forma combined condensed consolidated statement of operations for the year      
ended October 31, 2000 includes the results for Novell for the year ended       
October 31, 2000 and the results for Cambridge for the year ended December 31,  
2000. Both of these statements assume the acquisition of Cambridge occurred on  
at the beginning of the periods presented.                                      

As a result of Cambridge's acquisition of OSIX Pty. Ltd. in November 2000,
Novell may need to issue additional common stock with a fair value of up to 2   
million Australian dollars at future dates if certain revenue and earnings      
targets are met. Given the contingent nature of this consideration, such amount 
is not included in the pro forma financial statements.                          

Novell previously recognized revenue related to product sales to          
distribution channel partners upon shipment to the partner and provided a       
reserve for contractual return obligations and other estimated product returns. 
Effective November 1, 2000, Novell changed its method of accounting for revenue 
related to these product sales to recognize such revenues upon sell-through of  
the respective product from the distribution channel partner to the end user.   
Novell believes the change in accounting principle is preferable based on       
guidance provided in SEC Staff Accounting Bulleting No. 101, Revenue            
Recognition in Financial Statements. The pro forma financial statements include 
an adjustment to present the accounting change as if its was made retroactively 
to prior periods.                                                               

The pro forma adjustments are preliminary and based on management's       
estimates. Based on the timing of the closing of the transaction, the           
finalization of the integration plans and other factors, final adjustments may  
differ materially from those presented in these pro forma financial statements. 
These unaudited pro forma combined condensed consolidated financial statements  
should be read in conjunction with the historical annual and interim financial  
statements of Novell and annual financial statements of Cambridge that have     
been filed with the Securities and Exchange Commission, as incorporated by      
reference within this document.                                                 

2. Purchase Price Allocation                                                    

Under the merger agreement each share of Cambridge common stock issued and
outstanding immediately prior to the effective date will be cancelled and       
converted into the right to receive 0.668 shares of Novell common stock. As of  
the date of acquisition, all outstanding stock options will terminate and       
Novell will not assume the Cambridge stock option plans. As of March 28, 2001,  
there were 63,532,271 shares of Cambridge common stock outstanding. Based on    
the 0.668 conversion ratio, these shares will be converted to 42,439,557 shares 
of Novell common stock. In order to calculate the value of the Novell stock     
issued, we                                                                      

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NOTES TO NOVELL UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS 

utilized a stock price of $5.907 per share, which was based on an average       
closing price of Novell common stock for a period of three days before and      
three days after March 12, 2001, the date the merger was announced. Based upon  
this price and number of shares issued, stock consideration was estimated to    
equal $250.7 million.                                                           

The excess of the purchase price over the fair value of the net assets    
acquired will be allocated to goodwill and amortized over an estimated useful   
life of four years. Annual amortization is expected to be approximately $18.2   
million per year.                                                               

 In December 2000, the Financial Accounting Standards Board (FASB) announced
a major change in its approach to the accounting for goodwill as originally     
proposed in its 1999 Exposure Draft, Business Combinations and Intangible       
Assets. Under its current proposal, goodwill would not be amortized; instead,   
it would be reviewed for impairment when certain events indicate that goodwill  
is impaired. A final Statement on business combinations is expected to be       
issued in June 2001.                                                            

Below is a table of the estimated acquisition costs and purchase price    
allocation (in thousands):                                                      

                                                                [Download Table]

                                                            Estimated    
                                                         Acquisition Cost
                                                         ----------------
                                                                         
Value of common stock issued............................    $ 250,690    
Direct transaction costs................................        9,700    
                                                            ---------    
  Total estimated acquisition costs.....................    $ 260,390    
                                                            =========    
Historical value of net assets acquired of Cambridge at                  
 December 31, 2000......................................    $ 224,419    
Estimated costs to exit certain Cambridge activities....      (26,675)   
Liabilities related to involuntary employee termination                  
 benefits...............................................      (10,200)   
Goodwill................................................       72,846    
                                                            ---------    
  Total.................................................    $ 260,390    
                                                            =========    

Transaction costs include direct transaction costs consisting primarily of
financial advisory services, legal, accounting and government filing fees.      
Estimated costs to exit certain Cambridge activities include costs to vacate    
facilities made duplicative by the merger. Novell expects that all duplicate    
facilities will be vacated within one year after consummation of the Cambridge  
merger. The operating leases on these duplicate facilities have various         
termination dates through 2023. Liabilities related to involuntary employee     
termination benefits include amounts to be paid to Cambridge employees whose    
positions become redundant and relocation of Cambridge employees whose          
functions are being relocated to support a centralized infrastructure. The      
involuntary terminations and relocation benefits relate to employees across all 
functional organizations.                                                       

Novell expects that a plan will be finalized in the quarter following     
consummation of the Cambridge merger and initial execution of this plan will    
begin in the Novell's fourth fiscal quarter of 2001. Novell also expects the    
plan to be implemented within one year from the consummation of the Cambridge   
merger.                                                                         

These acquisition costs are estimated and are subject to change as Novell 
may incur additional charges in subsequent quarters and actual costs associated 
with the transaction could be higher than estimated. There is no assurance that 
management will be successful in their efforts to integrate the operations of   
Cambridge.                                                                      

 Tangible net assets of Cambridge acquired in the merger principally include
cash, cash equivalents, and short-term investments, accounts receivable, and    
property, plant and equipment. Liabilities of Cambridge assumed in the merger   
primarily include accounts payable and other accrued liabilities.               

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 Federal and state tax laws impose a limitation on the future use of certain
U.S. deferred tax attributes as a result of a change in ownership of a company. 
Accordingly, some or all of the deferred tax assets of Cambridge may be subject 
to a valuation allowance to reflect such limitations at the close of the        
acquisition. The amount of goodwill will be increased by any valuation          
allowance required.                                                             

3. Pro Forma Net Loss Per Share                                                 

The unaudited pro forma combined condensed statements of operations have  
been prepared as if the Cambridge merger had occurred at the beginning of the   
periods presented. For the year ended October 31, 2000 and for the three months 
ended January 31, 2001, the pro forma net loss per share and loss per share     
before cumulative effect of accounting change, respectively, is based on the    
weighted average number of shares of Novell common stock outstanding during     
each period and the number of shares of Novell common stock to be issued in     
connection with the Cambridge merger.                                           

4. Pro Forma Adjustments                                                        

Novell and Cambridge had some accounting policies and procedures that     
differed. These differences primarily related to classification of assets as    
well as line items in the liabilities and statement of operations line items.   
The following pro forma adjustments include entries to conform the two          
companies' accounting policies:                                                 

(1) To account for the issuance of Novell common stock upon the completion
    of the merger, direct transaction costs, costs to be incurred for exit
activities including vacating Cambridge facilities and reducing   
headcount, and the recording of goodwill (see note 2).            

(2) To reflect the reclassification of reimbursable expenses, advances,   
  and other current assets from prepaid assets to other current assets
to conform to Novell's presentation.                              

(3) To reflect the reclassification of accrued salaries, vacation, bonuses
and other payroll related items from other accrued liabilities to 
accrued compensation to conform to Novell's presentation.         

(4) To reflect the reclassification of accrued accounts payable from other
accrued liabilities to accounts payable to conform to Novell's    
presentation.                                                     

(5) To reflect the reclassification of marketing related liabilities from 
   other accrued liabilities to accrued marketing liabilities to conform
to Novell's presentation.                                         

(6) To reflect the reclassification of certain general and administrative 
   costs to cost of sales and sales and marketing expenses to conform to
Novell's presentation.                                            

(7) To reverse stock option benefits, credited by Novell for the fiscal   
   year ended October 31, 2000, to reflect current U.S. taxes, offset by
  Cambridge net operating losses, and to provide a valuation allowance
for the related deferred tax assets.                              

(8) To reflect the elimination of the accounts that comprise Cambridge's  
stockholders' equity.                                             

(9) To reflect the impact on fiscal 2000 revenue for the change in        
   accounting principle adopted by Novell in the first quarter of fiscal
2001(see note 1).                                                 

(10) To record the amortization of goodwill recorded in conjunction with    
the merger. Goodwill is being amortized over four years.          

(11) To adjust income tax expense based on income (loss) before taxes of    
the combined entities and deductible pro forma adjustments.       

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COMPARISON OF RIGHTS OF HOLDERS OF
CAMBRIDGE COMMON STOCK AND NOVELL COMMON STOCK

This section of the proxy statement-prospectus describes material         
differences between the rights of holders of Novell capital stock and Cambridge 
capital stock. While Novell and Cambridge believe that the description covers   
the material differences between the two companies, this summary may not        
contain all of the information that is important to you. You should carefully   
read this entire proxy statement-prospectus and the other documents referred to 
in and incorporated by reference into this proxy statement-prospectus for a     
more complete understanding of the differences between being a stockholder of   
Novell and being a stockholder of Cambridge. The following description of the   
capital stock of Novell and Cambridge does not purport to be complete, and is   
subject to and qualified in its entirety by, the certificates of incorporation  
and bylaws of the respective companies, and by the provisions of applicable     
Delaware law.                                                                   

Charter, bylaws and governing law                                               

Cambridge's Amended and Restated Certificate of Incorporation and Amended 
and Restated Bylaws, each as currently in effect, govern your rights as a       
stockholder of Cambridge. After completion of the merger, you will become a     
stockholder of Novell. Novell's Restated Certificate of Incorporation and       
Bylaws, each as currently in effect, will govern your rights as a stockholder   
of Novell. Novell and Cambridge are each incorporated under the laws of the     
State of Delaware. Accordingly, the Delaware General Corporation Law will       
continue to govern your rights as a stockholder after completion of the merger. 

Capitalization                                                                  

Description of capital stock of Novell and Cambridge                      

The total authorized shares of capital stock of Novell consists of        
600,000,000 shares of common stock, $0.10 par value per share, and 500,000      
shares of preferred stock, $0.10 par value per share, designated as Series A    
Junior Participating Preferred Stock. As of January 31, 2001, there were        
317,653,609 shares of Novell common stock outstanding; there were no shares of  
preferred stock issued or outstanding. As of that date, Novell had also         
reserved 94,627,729 shares of common stock for issuance pursuant to its         
employee and director stock and option and stock purchase plans; options were   
outstanding for 62,265,857 of those shares.                                     

The total authorized shares of capital stock of Cambridge consists of     
250,000,000 shares of common stock, $0.01 par value per share, and 2,000,000    
shares of preferred stock, $0.01 par value per share, 100,000 of which have     
been designated Series A Junior Participating Preferred Stock. As of March 28,  
2001, there were 63,532,271 shares of Cambridge common stock outstanding; there 
were no shares of preferred stock issued or outstanding. As of March 11, 2001,  
Cambridge had also reserved 23,189,746 shares of common stock for issuance      
pursuant to its employee and director stock and option and stock purchase       
plans; options were outstanding for 17,545,280 of those shares.                 

Classes of preferred stock of Novell and Cambridge                        

The certificates of incorporation of each of Novell and Cambridge provide 
that the respective boards of directors are authorized to provide for the       
issuance of shares of preferred stock in one or more series, and to fix the     
designations, powers, preferences and rights of the shares of each series and   
any qualifications, limitations or restrictions thereof.                        

Novell has 500,000 shares of preferred stock, designated Series A Junior  
Participating Preferred Stock, none of which are issued or outstanding. This    
preferred stock is issuable upon exercise of certain rights declared as a       
dividend for Novell common stock. Novell preferred stock issued upon exercise   
of the Novell rights will not be redeemable. Each share of preferred stock will 
be entitled to an aggregate dividend of 1,000 times the dividend declared per   
share of Novell common stock. In the event of liquidation, the holders of       
Novell preferred stock will be entitled to minimum preferential liquidation     
payment equal to the greater of                                                 

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$1,000 per share and 1,000 times the per share amount to be distributed to the  
holders of Novell common stock. Each share of preferred stock will have 1,000   
votes, voting together with the common stock. Finally, in the event of any      
merger, consolidation or other transaction in which Novell common stock is      
exchanged, each share of preferred stock will be entitled to receive 1,000      
times the amount received per share of common stock. These rights are protected 
by customary anti-dilution provisions.                                          

Cambridge has 2,000,000 shares of preferred stock, 100,000 of which have  
been designated Series A Junior Participating Preferred Stock, none of which    
are issued or outstanding. The Cambridge preferred stock is issuable upon       
exercise of certain rights declared as a dividend for Cambridge common stock.   
The Cambridge preferred stock has substantially similar rights, preferences and 
privileges as does the Novell preferred stock.                                  

Board of directors                                                              

  Novell's board of directors currently consists of eight directors. Under its
bylaws, Novell's board sets the number of directors on the board, at no fewer   
than three or more than nine, however, the Novell directors have the right to   
amend the bylaws and, in connection with the merger, the bylaws will be amended 
to allow for ten directors. Novell directors serve for a term of one year, and  
hold office until a successor is elected and qualified, or until death,         
resignation or removal.                                                         

Cambridge's board of directors currently consists of six directors. Under 
its certificate of incorporation and bylaws, Cambridge's board sets the number  
of directors on the board. Cambridge directors serve for a term of one year,    
and hold office until a successor is elected and qualified, or until death,     
resignation or removal.                                                         

For a more detailed description regarding amendment of bylaws and         
certificates of incorporation, see "Amendment of bylaws" on page 71 and         
"Amendment of certificate of incorporation" on page 70.                         

Removal of directors                                                            

Novell's certificate of incorporation and bylaws are silent as to the     
process for removing directors, but under Delaware law, any director, or the    
entire board of directors, of Novell may be removed at any time with or without 
cause by the holders of a majority of the shares then entitled to vote at an    
election of directors.                                                          

Cambridge's Bylaws provide that any member of Cambridge's board may be    
removed at any time with or without cause, by the vote of the holders of a      
majority of the shares of stock entitled to vote at an election of directors or 
for cause by the vote of a majority of the directors then in office. However, a 
Cambridge director may be removed for cause only after the director has been    
afforded reasonable notice and an opportunity to be heard before the board or   
the stockholders, as the case may be, which proposes removing the director.     

Stockholder ability to call special meetings                                    

A special meeting of Novell stockholders may be called by the chairman of 
the board of directors, a majority of the board, the president or at the        
written request of the holders of a majority of the stock issued and            
outstanding and entitled to vote.                                               

 A special meeting of Cambridge stockholders may be called by the president,
the board of directors or upon the written request of holders of at least 25%   
of the stock entitled to vote.                                                  

Advance notice provisions for stockholder nominations and proposals             

  Novell's bylaws allow any stockholder to nominate candidates for election to
Novell's board of directors at, and to propose business to be brought before, a 
stockholder meeting. A stockholder who seeks to nominate a candidate or make a  
proposal must give timely written notice to the Secretary of Novell before the  
stockholder meeting, and must have been a stockholder of record on the date     
notice of the stockholder meeting was given.                                    

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In the case of an annual stockholder meeting, notice of any proposed      
business by a Novell stockholder is timely if notice is received by the         
Secretary of Novell not later than 60 days before the first anniversary of the  
date on which Novell mailed notice of the previous year's annual meeting to     
stockholders or if the notice relates to the nomination of directors, if notice 
is given to the Secretary of Novell not later than 90 days before the date of   
the annual meeting and such notice is received by the Secretary of Novell not   
later than 60 days before the first anniversary of the date on which Novell     
mailed notice of the previous year's annual meeting to stockholders.            

In the case of director nomination at a special meeting of stockholders   
called for the purpose of electing directors, notice relating to the nomination 
of directors is timely if given to the Secretary of Novell by the close of      
business on the seventh day following the date on which notice of the special   
meeting was first given to stockholders.                                        

A stockholder's notice to Novell must include the name and address of the 
stockholder and the beneficial owner, if any, as they appear on Novell's books  
and the class and number of shares of Novell which are owned by the stockholder 
and beneficial owner.                                                           

A stockholder's notice for proposed business must also include a brief    
description of the business the stockholder proposes to bring before the        
meeting, the reasons for conducting that business at that meeting and any       
material interest of the stockholder in the business proposed and the           
beneficial owner, if any, on whose behalf the proposal is made.                 

A stockholder's notice for director nominations must also include the     
following:                                                                      

. as to each nominee proposed by the stockholder, the name and address of   
the nominee, and all information required to be disclosed in            
solicitations of proxies for election of directors, or information      
otherwise required by applicable law, including that person's written   
 consent to being named in the proxy statement as a nominee and to serving
as a director if elected; and                                           

. a representation that the stockholder is a holder of record of Novell     
stock, the number of shares of Novell stock held by the stockholder,    
whether the stockholder is entitled to vote at the stockholder meeting, 
and whether the stockholder intends to appear in person or by proxy at  
the meeting to nominate the person specified in the notice; and         

. a description of all arrangements or understandings between the           
stockholder and the nominee or third parties regarding the nomination.  

  Cambridge's bylaws allow any stockholder to nominate candidates for election
to Cambridge's board of directors at, and to propose business to be brought     
before, an annual stockholder meeting. Cambridge's bylaws also allow any        
stockholder to nominate candidates for election to Cambridge's board of         
directors at a special stockholder meeting called for the purpose of electing   
directors. A stockholder who seeks to nominate a candidate or make a proposal   
must give timely written notice to the Secretary of Cambridge before the        
stockholder meeting, and must have been a stockholder of record on the date     
notice of the stockholder meeting was given.                                    

In the case of an annual stockholder meeting, notice by a Cambridge       
stockholder is timely if delivered to the Secretary of Cambridge at Cambridge's 
principal offices not later than the close of business on the 60th day nor      
earlier than the close of business on the 90th day prior to the first           
anniversary of the previous year's annual meeting or if the date of the annual  
meeting is more than 30 days before or more than 60 days after the anniversary  
date, not earlier than the close of business on the 90th day before the date of 
the annual stockholder meeting and not later than the close of business on the  
later of the 60th day before the annual meeting or the close of business on the 
10th day following the date on which the date of the annual meeting was         
publicly announced; or in the case of a special meeting of stockholders called  
for the purpose of electing directors, not earlier than the close of business   
on the 90th day before the date of the special stockholder meeting and not      
later than the close of business of the 60th day before the special meeting or  
the close of business on the 10th day following the date on which the date of   
the special meeting was publicly announced.                                     

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A stockholder's notice to Cambridge must set forth the following          
information: the name and address of the stockholder and the beneficial owner,  
if any, as they appear on Cambridge's books and the class and number of shares  
of Cambridge which are owned by the stockholder and beneficial owner; if any;   
and for proposed business, a brief description of the business the stockholder  
proposes to bring before the meeting, the reasons for conducting that business  
at that meeting and any material interest of the stockholder in the business    
proposed and the beneficial owner, if any, on whose behalf the proposal is      
made; or for director nominations, as to each nominee proposed by the           
stockholder, the name and address of the nominee, and all information required  
to be disclosed in solicitations of proxies for election of directors, or       
information otherwise required by applicable law, including that person's       
written consent to being named in the proxy statement as a nominee and to       
serving as a director if elected.                                               

Stockholder proxies                                                             

Novell's bylaws specifically provide that a proxy must be executed in     
writing by the stockholder or an attorney-in-fact and filed with the Secretary  
of Novell. Furthermore, a proxy, unless coupled with an interest, is revocable  
at will by the Novell stockholder, notwithstanding any agreements to the        
contrary, but any revocation is ineffective until the stockholder has given     
notice to the Secretary of Novell. A proxy is not revoked by death or           
incapacity of the stockholder unless written notice of the death or incapacity  
is sent to the Secretary of Novell before the vote is counted or the authority  
is exercised.                                                                   

Cambridge's bylaws only require that a proxy be in writing or transmitted 
as otherwise permitted by law.                                                  

Stockholder voting                                                              

Novell's bylaws provide that when a quorum is present at any stockholder  
meeting, the vote of the holders of the majority of the stock having voting     
power present in person or represented by proxy is required to approve any      
issue brought before the meeting, unless a different vote is required by law    
or Novell's bylaws or certificate of incorporation.                             

 Cambridge's bylaws provide that when a quorum is present at any stockholder
meeting, the vote of a majority of shares cast affirmatively or negatively at   
the meeting is required to approve any action other than election of            
directors, unless a different vote is required by law or Cambridge's            
certificate of incorporation. Election of directors is determined by a          
plurality of the votes cast at the meeting. Under Delaware law, adoption of     
the merger agreement and approval of the merger require the affirmative vote    
of a majority of outstanding shares of Cambridge common stock.                  

Notice of stockholder meetings                                                  

Novell's bylaws provide that written notice of the place, date and hour of
every meeting of stockholders, annual or special, must be given to each         
stockholder entitled to vote at the meeting not less than 10, nor more than     
60, days before the date of the meeting.                                        

Cambridge's bylaws provide that written notice of the place, date and hour
of all meetings of stockholders must be given to each stockholder entitled to   
vote at the meeting not less than 10, nor more than 50, days before the date    
of the meeting.                                                                 

Amendment of certificate of incorporation                                       

Under Delaware law, a certificate of incorporation of a Delaware          
corporation may be amended by approval of the board of directors of the         
corporation and the affirmative vote of the holders of a majority of the        
outstanding shares entitled to vote for the amendment, unless a higher vote is  
required by the corporation's certificate of incorporation.                     

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Novell's certificate of incorporation does not contain any provisions     
requiring a vote greater than that required by Delaware law to amend its        
certificate of incorporation. It does provide, however, that any amendment that 
materially and adversely alters or changes the powers, preference or special    
rights of the Novell Series A Junior Participating Preferred Stock requires the 
affirmative vote of the holders of at least a majority of the then-outstanding  
shares of Novell Series A Junior Participating Preferred Stock voting           
separately as a class.                                                          

Cambridge's certificate of incorporation does not contain any provisions  
requiring a vote greater than that required by Delaware law to amend its        
certificates of incorporation. It does provide, however, that any charter       
amendment that materially and adversely alters or changes the powers,           
preference or special rights of the Cambridge Series A Junior Participating     
Preferred Stock requires the affirmative vote of the holders of at least 75% of 
the then-outstanding shares of Cambridge Series A Junior Participating          
Preferred Stock voting separately as a class.                                   

Amendment of bylaws                                                             

The respective boards of directors of Novell and Cambridge are expressly  
authorized to adopt, amend and repeal the companies' respective bylaws. In      
addition, under Delaware law, stockholders have the power to adopt, amend or    
repeal bylaws, even though the board of directors may also be delegated such    
power.                                                                          

The bylaws of Cambridge also specifically provide that:                   

. the Cambridge board may not amend or repeal the bylaw provision regarding 
amendment of the bylaws, or any other provision of its bylaws which     
require action by Cambridge stockholders; and                           

. Cambridge stockholders may repeal or amend any amendment, repeal or       
adoption of bylaws by the Cambridge board.                              

Rights plans                                                                    

 The board of directors of Cambridge previously adopted a stockholder rights
plan, which provides for a dividend of rights to holders of Cambridge common    
stock. The board of directors of Novell also previously adopted a stockholder   
rights plan, which provides for a dividend of rights to holders of Novell       
common stock. The terms of the rights for Novell and Cambridge are              
substantively similar, with certain exceptions.                                 

Under certain conditions, each Novell right is exercisable to purchase    
1/1000 of a share of Novell Series A Junior Participating Preferred Stock at a  
price $120 per 1/1000 of a share of Novell Series A Junior Participating        
Preferred Stock. Similarly, each Cambridge right is exercisable to purchase     
1/1000 of a share of Cambridge Series A Junior Participating Preferred Stock,   
but at a price of $200 per 1/1000 of a share of Cambridge Series A Junior       
Participating Preferred Stock.                                                  

The Novell rights are exercisable only upon:                              

. a public announcement that a person or group of affiliated persons has    
acquired beneficial ownership of 15% or more of Novell common stock; or 

. the commencement of, or announcement of an intention to make, a tender    
offer or exchange offer that would result in the beneficial ownership by
a person or group of 15% or more of Novell common stock if consummated. 

 The Cambridge rights are exercisable upon the occurrence of similar events,
as well as if a majority of the directors of Cambridge declares that any person 
or group has become the beneficial owner of an amount of Cambridge common stock 
which the board determines to be substantial and the acquisition of such stock  
is:                                                                             

. intended to cause Cambridge to enter into transactions to provide the     
 person or group with short-term gains at the expense of Cambridge's long-
term interests; or                                                      

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. likely to have a material adverse impact on Cambridge's business or       
prospects.                                                              

If a person or group becomes the beneficial owner of 15% or more of Novell
common stock, each holder of a Novell right (other than the beneficial owner    
person or group) may receive upon exercise of the right a number of shares of   
Novell common stock equal to the exercise price of a Novell right divided by    
one-half the current market price of a share of Novell common stock.            

Holders of Cambridge rights have a right to receive shares of Cambridge   
common stock in similar proportions if:                                         

. a person or group acquires beneficial ownership of 15% or more of         
Cambridge common stock;                                                 

. Cambridge is the surviving corporation in a merger with a person or group 
and its common stock is not changed or exchanged;                       

. a person or group engages in certain "self-dealing" transactions; or      

. an event occurs which results in a person or group's beneficial ownership 
interest being increased by more than 1%, as in a reverse stock split.  

  If, after a person or group has acquired beneficial ownership of 15% or more
of Novell common stock, Novell merges with or into another entity or Novell     
sells more than 50% of its earning power, then each holder of a Novell right    
(other than the beneficial owner person or group) may receive upon exercise of  
the right a number of shares of the stock of the acquiring or merging entity    
equal to the exercise price of a Novell right divided by one-half the current   
market price of a share of the stock of the acquiring or merging entity.        

Holders of Cambridge rights have a similar right to acquire shares of the 
stock of a merging or acquiring entity.                                         

 At any time after a person or group acquires beneficial ownership of 15% or
more of the common stock of Novell, the board may:                              

. exchange the Novell rights (other than those rights held by the           
beneficial owner person or group), in whole or in part, at an exchange  
ratio of one share of Novell common stock for each Novell right; or     

. at any time within 10 days after the acquisition of 15% ownership by a    
 person or group, redeem the Novell rights in whole, but not in part, at a
price of $0.01 per right, and the Novell rights terminate immediately   
upon redemption.                                                        

The board of Cambridge may also exchange or redeem the Cambridge rights on
similar terms.                                                                  

The Novell rights expire on November 21, 2006, unless earlier exchanged or
redeemed.                                                                       

  Pursuant to the merger agreement between Novell and Cambridge, the Cambridge
rights have been rendered inapplicable to the proposed merger and the related   
transactions. Furthermore, the Cambridge rights plan has been amended to        
terminate upon the earlier of the closing of the proposed merger and June 23,   
2007.                                                                           

Indemnification of directors and officers                                       

In actions brought by third parties, and not by or on behalf of the       
corporations, the respective certificates of incorporation and bylaws of Novell 
and Cambridge permit each corporation to indemnify its officers and directors   
for actions taken in good faith and in a manner that the officers or directors  
reasonably believed to be in, or not opposed to, the best interests of the      
corporation, and with respect to any criminal action, which they had no         
reasonable cause to believe was unlawful. However, Cambridge will not indemnify 
an officer or director in connection with a proceeding initiated by the officer 
or director, unless the initiation was approved by the Cambridge board.         

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In actions brought by or on behalf of the corporations, the respective    
certificates of incorporation and bylaws of Novell and Cambridge permit each    
corporation to indemnify its officers and directors for actions taken in good   
faith and in a manner that the officers or directors reasonably believed to be  
in, or not opposed to, the best interests of the corporation. However, officers 
and directors will not be indemnified if:                                       

. in the case of Novell, the officer or director was adjudged liable for    
negligence or misconduct, unless the relevant court determines that the 
officer or director is fairly and reasonably entitled to indemnity; or  

. in the case of Cambridge, the officer or director was adjudged liable,    
unless the relevant court determines that the officer or director is    
fairly and reasonably entitled to indemnity.                            

Additionally, each of the corporations may pay expenses incurred by its   
directors or officers in defending a civil or criminal action, suit or          
proceeding because that person is a director or officer, in advance of the      
final disposition of that action, suit or proceeding. However, such payment     
will be made only upon an undertaking by or on behalf of that director or       
officer to repay all amounts advanced if it is ultimately determined that the   
director or officer is not entitled to be indemnified by the respective         
corporation, as authorized by our respective certificates of incorporation and  
bylaws.                                                                         

In addition, Delaware law permits a corporation to purchase and maintain  
insurance on behalf of its officers and directors. Novell does not specifically 
authorize such insurance in its certificate of incorporation or bylaws.         
Cambridge's certificate of incorporation does authorize such insurance on       
behalf of its directors and officers.                                           

Arrangements binding on stockholders                                            

Novell's certificate of incorporation provides that if an arrangement is  
proposed between Novell and its creditors and/or between Novell and its         
stockholders, the relevant court may, on the application of Novell, its         
creditors, its stockholders or trustees or receivers appointed pursuant to      
Delaware law, order a meeting of the creditors and/or Novell stockholders. If   
3/4 in value of the creditors and/or stockholders agree to any arrangement and  
subsequent reorganization of Novell at the meeting, the arrangement and         
reorganization will be binding on Novell and all of the creditors and/or        
stockholders, if sanctioned by the court.                                       

Cambridge's charter does not have such a provision.                       

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LEGAL MATTERS 

The validity of the shares of Novell common stock offered by this proxy   
statement-prospectus will be passed upon for Novell by Wilson Sonsini Goodrich  
& Rosati, Professional Corporation. Larry Sonsini is both a member of Wilson    
Sonsini and a director of Novell. Morgan, Lewis & Bockius LLP will pass upon    
certain legal matters for Cambridge.                                            

EXPERTS 

The consolidated financial statements and schedule of Novell, Inc. at     
October 31, 1999 and 2000, and for each of the three years in the period ended  
October 31, 2000 included in Novell's Annual Report on Form 10-K for the year   
ended October 31, 2000, have been audited by Ernst & Young LLP, independent     
auditors, as set forth in their report included therein and incorporated herein 
by reference. Such consolidated financial statements and schedule are           
incorporated herein by reference in reliance upon such report given on the      
authority of such firm as experts in accounting and auditing.                   

The consolidated financial statements of Cambridge Technology Partners    
(Massachusetts), Inc. incorporated in this proxy statement-prospectus by        
reference to the Annual Report on Form 10-K for the year ended December 31,     
2000, have been so incorporated in reliance on the report of                    
PricewaterhouseCoopers LLP, independent accountants, given on the authority of  
said firm as experts in auditing and accounting.                                

WHERE YOU CAN FIND MORE INFORMATION 

  This proxy statement-prospectus incorporates documents by reference that are
not presented in or delivered with this proxy statement-prospectus.             

All documents filed by Novell and Cambridge pursuant to Section 13(a),    
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of     
this proxy statement-prospectus and before the date of the special meeting are  
incorporated by reference into and to be a part of this proxy statement-        
prospectus from the date of filing of those documents.                          

You should rely only on the information contained in this document or that
we have referred you to. We have not authorized anyone to provide you with      
information that is different.                                                  

The following documents, which were filed by Cambridge with the Securities
and Exchange Commission, are incorporated by reference into this proxy          
statement-prospectus:                                                           

. Cambridge's Annual Report on Form 10-K for the fiscal year ended December 
31, 2000 (file number 0-21040) (filed April 2, 2001).                   

. Cambridge's Current Report on Form 8-K dated March 12, 2001 (filed March  
13, 2001).                                                              

. Cambridge's Definitive Proxy Statement on Schedule 14A (filed April 28,   
2000).                                                                  

. The description of Cambridge's common stock contained in Cambridge's      
Registration Statement on Form 8-A (filed December 24, 1992), including 
any amendment or report filed for the purpose of updating such          
description.                                                            

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. The description of Cambridge's preferred stock purchase rights contained  
in Cambridge's Registration Statement on Form 8-A/A, Amendment No. 1    
(filed September 30, 1998), including any amendment or report filed for 
the purpose of updating such description.                               

  The following documents, which have been filed by Novell with the Securities
and Exchange Commission, are incorporated by reference into this proxy          
statement-prospectus:                                                           

. Novell's Annual Report on Form 10-K for the fiscal year ended October 31, 
2000 (file number 0-13351) (filed January 26, 2001).                    

. Novell's Quarterly Report on Form 10-Q for the quarter ended January 31,  
2001 (filed March 15, 2001).                                            

. Novell's Current Report on Form 8-K dated March 12, 2001 (filed March 16, 
2001).                                                                  

. Novell's Current Report on Form 8-K dated February 6, 2001 (filed         
February 6, 2001).                                                      

. Novell's Current Report on Form 8-K dated November 13, 2000 (filed        
November 13, 2000).                                                     

. Novell's Definitive Proxy Statement on Schedule 14A (filed March 5,       
2001).                                                                  

. The description of Novell's common stock contained in Novell's            
Registration Statement on Form 8-A (filed April 3, 1985), including any 
amendment or report filed for the purpose of updating such description. 

. The description of Novell's preferred stock purchase rights contained in  
Novell's Registration Statement on Form 8-A (filed December 13, 1999),  
including any amendment or report filed for the purpose of updating such
description.                                                            

Any statement contained in a document incorporated or deemed to be        
incorporated by reference into this proxy statement-prospectus will be deemed   
to be modified or superseded for purposes of this proxy statement-prospectus to 
the extent that a statement contained in this proxy statement-prospectus or any 
other subsequently filed document that is deemed to be incorporated by          
reference into this proxy statement-prospectus modifies or supersedes the       
statement. Any statement so modified or superseded will not be deemed, except   
as so modified or superseded, to constitute a part of this proxy statement-     
prospectus.                                                                     

  The documents incorporated by reference into this proxy statement-prospectus
are available from Cambridge or Novell upon request. Cambridge or Novell will   
provide a copy of any and all of the information that is incorporated by        
reference in this proxy statement-prospectus (not including exhibits to the     
information unless those exhibits are specifically incorporated by reference    
into this proxy statement-prospectus) to any person, without charge, upon       
written or oral request. Any request for documents should be made by June   ,   
2001 to ensure timely delivery of the documents.                                

                                      Requests for documents relating to
Requests for documents relating to      Novell should be directed to:       
Cambridge should be directed to:                                            

                Novell, Inc.
Cambridge Technology Partners           1800 South Novell Place             
(Massachusetts), Inc.                   Provo, Utah 84606                   
Eight Cambridge Center Cambridge,                                           
Massachusetts 02142                                                         

                                 Attention: Investor Relations

Attention: Investor Relations                                               
Cambridge and Novell file reports, proxy statements and other information 
with the Securities and Exchange Commission. Copies of our reports, proxy       
statements and other information may be inspected and copied at the public      
reference facilities maintained by the SEC at:                                  

                                                                [Download Table]
                                                                           
Judiciary Plaza          Citicorp Center           Seven World Trade Center
Room 1024                500 West Madison Street   13th Floor              
450 Fifth Street, N.W.   Suite 1400                New York, New York 10048
Washington, D.C. 20549   Chicago, Illinois 60661                           

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Reports, proxy statements and other information concerning Cambridge and  
Novell may be inspected at:                                                     

The National Association of Securities Dealers                            
1735 K Street, N.W.                                                       
Washington, D.C. 20006                                                    

Copies of these materials can also be obtained by mail at prescribed rates
from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,           
Washington, D.C. 20549 or by calling the SEC at 1-800-SEC-0330. The SEC         
maintains a website that contains reports, proxy statements and other           
information regarding each of us. The address of the SEC website is             
http://www.sec.gov.                                                             

Novell has filed a registration statement on Form S-4 under the Securities
Act with the Securities and Exchange Commission with respect to Novell's        
common stock to be issued to Cambridge stockholders in the merger. This proxy   
statement-prospectus constitutes the prospectus of Novell filed as part of the  
registration statement. This proxy statement-prospectus does not contain all    
of the information set forth in the registration statement because parts of     
the registration statement are omitted in accordance with the rules and         
regulations of the SEC. The registration statement and its exhibits are         
available for inspection and copying as set forth above.                        

Cambridge stockholders should call Cambridge Investor Relations at (617)  
914-8003 with any questions about the merger.                                   

This proxy statement-prospectus does not constitute an offer to sell, or a
solicitation of an offer to purchase, the securities offered by this proxy      
statement-prospectus, or the solicitation of a proxy, in any jurisdiction to    
or from any person to whom or from whom it is unlawful to make such offer,      
solicitation of an offer or proxy solicitation in such jurisdiction. Neither    
the delivery of this proxy statement-prospectus nor any distribution of         
securities pursuant to this proxy statement-prospectus shall, under any         
circumstances, create any implication that there has been no change in the      
information set forth or incorporated into this proxy statement-prospectus by   
reference or in our affairs since the date of this proxy statement-prospectus.  
The information contained in this proxy statement-prospectus with respect to    
Cambridge and its subsidiaries was provided by Cambridge and the information    
contained in this proxy statement-prospectus with respect to Novell was         
provided by Novell.                                                             

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                                                                         ANNEX A

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

AGREEMENT AND PLAN OF REORGANIZATION

BY AND AMONG

NOVELL, INC.

CERES NEPTUNE ACQUISITION CORP. 

AND 

CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC. 

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TABLE OF CONTENTS 

                                                                [Download Table]

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                                                                           ----
                                                                               
ARTICLE I THE MERGER......................................................   1 
   1.1  The Merger.......................................................    1 
   1.2  Effective Time; Closing..........................................    2 
   1.3  Effect of the Merger.............................................    2 
   1.4  Certificate of Incorporation; Bylaws.............................    2 
   1.5  Directors and Officers...........................................    2 
   1.6  Effect on Capital Stock..........................................    2 
   1.7  Surrender of Certificates........................................    4 
   1.8  No Further Ownership Rights in Company Common Stock..............    5 
   1.9  Lost, Stolen or Destroyed Certificates...........................    5 
   1.10 Tax and Accounting Consequences..................................    5 
   1.11 Taking of Necessary Action; Further Action.......................    5 

ARTICLE II REPRESENTATIONS AND WARRANTIES OF COMPANY......................   6 
   2.1  Organization of Company..........................................    6 
   2.2  Company Capital Structure........................................    6 
   2.3  Obligations With Respect to Capital Stock........................    6 
   2.4  Authority........................................................    7 
   2.5  SEC Filings; Company Financial Statements........................    8 
   2.6  Absence of Certain Changes or Events.............................    8 
   2.7  Taxes............................................................    9 
   2.8  Company Intellectual Property....................................   10 
   2.9  Compliance; Permits; Restrictions................................   11 
   2.10 Litigation.......................................................   12 
   2.11 Brokers' and Finders' Fees.......................................   12 
   2.12 Employee Matters and Benefit Plans...............................   12 
   2.13 [Intentionally Omitted]..........................................   15 
   2.14 Environmental Matters............................................   15 
   2.15 [Intentionally Omitted]..........................................   15 
   2.16 Agreements, Contracts and Commitments............................   15 
   2.17 Statements; Proxy Statement/Prospectus...........................   17 
   2.18 Board Approval...................................................   17 
   2.19 State Takeover Statutes..........................................   17 
   2.20 Fairness Opinion.................................................   17 
   2.21 Company Rights Agreement.........................................   17 
   2.22 Investment Company...............................................   17 

ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB.......  18 
   3.1  Organization of Parent...........................................   18 
   3.2  Parent Capital Structure.........................................   18 
   3.3  Obligations With Respect to Capital Stock........................   18 
   3.4  Authority........................................................   19 
   3.5  SEC Filings; Parent Financial Statements.........................   20 
   3.6  Absence of Certain Changes or Events.............................   20 
   3.7  Compliance; Permits; Restrictions................................   20 
   3.8  Litigation.......................................................   21 
   3.9  Environmental Matters............................................   21 
   3.10 Labor Matters....................................................   21 
   3.11 Statements; Proxy Statement/Prospectus...........................   21 
   3.12 Board Approval...................................................   22 

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   3.13 Parent Intellectual Property...................................   22 
   3.14 Taxes..........................................................   22 

ARTICLE IV CONDUCT OF BUSINESS PRIOR TO THE EFFECTIVE TIME..............  22 
   4.1  Conduct of Business by Company.................................   22 
   4.2  Conduct of Business by Parent..................................   25 

ARTICLE V ADDITIONAL AGREEMENTS.........................................  25 
        Proxy Statement/Prospectus; S-4; Other Filings; Board                
   5.1  Recommendations................................................   25 
   5.2  Stockholder Meetings...........................................   26 
   5.3  Confidentiality; Access to Information.........................   27 
   5.4  No Solicitation................................................   27 
   5.5  Public Disclosure..............................................   29 
   5.6  Commercially Reasonable Efforts; Notification..................   29 
   5.7  Third Party Consents...........................................   29 
   5.8  [Intentionally Left Blank].....................................   30 
   5.9  Stock Options; Employee Benefits...............................   30 
   5.10 Form S-8.......................................................   31 
   5.11 Indemnification................................................   31 
   5.12 Affiliate Agreements...........................................   32 
   5.13 Regulatory Filings; Reasonable Efforts.........................   32 
   5.14 Action by Board of Directors...................................   32 
   5.15 Nasdaq Listing.................................................   32 

ARTICLE VI CONDITIONS TO THE MERGER.....................................  33 
   6.1  Conditions to Obligations of Each Party to Effect the Merger...   33 
   6.2  Additional Conditions to Obligations of Company................   33 
        Additional Conditions to the Obligations of Parent and Merger        
   6.3  Sub............................................................   34 

ARTICLE VII TERMINATION, AMENDMENT AND WAIVER...........................  34 
   7.1  Termination....................................................   34 
   7.2  Notice of Termination; Effect of Termination...................   36 
   7.3  Fees and Expenses..............................................   36 
   7.4  Amendment......................................................   37 
   7.5  Extension; Waiver..............................................   37 

ARTICLE VIII GENERAL PROVISIONS.........................................  37 
   8.1  Non-Survival of Representations and Warranties.................   37 
   8.2  Notices........................................................   37 
   8.3  Interpretation.................................................   38 
   8.4  Counterparts...................................................   38 
   8.5  Entire Agreement; Third Party Beneficiaries....................   38 
   8.6  Severability...................................................   39 
   8.7  Other Remedies; Specific Performance...........................   39 
   8.8  Governing Law..................................................   39 
   8.9  Rules of Construction..........................................   39 
   8.10 Assignment.....................................................   39 
   8.11 Waiver of Jury Trial...........................................   39 

INDEX OF EXHIBITS 

Exhibit A Form of Company Voting Agreement                                      

Exhibit B Form of Company Affiliate Agreement                                   

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AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and  
entered into as of March 12, 2001, among Novell, Inc., a Delaware corporation   
("Parent"), Ceres Neptune Acquisition Corp., a Delaware corporation and a       
wholly-owned subsidiary of Parent ("Merger Sub"), and Cambridge Technology      
Partners (Massachusetts), Inc., a Delaware corporation ("Company").             

Recitals

A. Upon the terms and subject to the conditions of this Agreement and in  
accordance with the Delaware General Corporation Law ("Delaware Law"), Parent,  
Merger Sub and Company intend to enter into a business combination transaction. 

 B. The Board of Directors of Company (i) has determined that the Merger (as
defined in Section 1.1) is consistent with and in furtherance of the long-term  
business strategy of Company and in the best interests of Company and its       
stockholders, (ii) has approved this Agreement, the Merger and the other        
transactions contemplated by this Agreement, (iii) has adopted a resolution     
declaring the Merger Agreement advisable and (iv) has determined to recommend   
that the stockholders of Company adopt this Agreement.                          

C. The Board of Directors of Parent (i) has determined that the Merger is 
consistent with and in furtherance of the long-term business strategy of Parent 
and in the best interests of Parent, (ii) has approved this Agreement, the      
Merger and the other transactions contemplated by this Agreement, and (iii) has 
adopted a resolution declaring the Merger Agreement advisable and approving the 
issuance of shares of Parent Common Stock (as defined below) pursuant to the    
Merger (the "Share Issuance").                                                  

D. The Board of Directors of Merger Sub (i) has determined that the Merger
(as defined in Section 1.1) is in the best interest of Merger Sub and its sole  
stockholder, Parent, (ii) has approved this Agreement, the Merger and the other 
transactions contemplated by this Agreement, (iii) has adopted a resolution     
declaring the Merger Agreement advisable and (iv) has determined unanimously to 
recommend that Parent, in its capacity as sole stockholder of Merger Sub, adopt 
this Agreement.                                                                 

E. Concurrently with the execution of this Agreement: (i) certain         
stockholders of Company are entering into Voting Agreements in substantially    
the form attached hereto as Exhibit A (the "Company Voting Agreements") and     
(ii) certain Company Affiliates (as defined in Section 5.11 below) are entering 
into Company Affiliate Agreements in substantially the form attached hereto as  
Exhibit B (the "Company Affiliate Agreements").                                 

F. The parties intend, by executing this Agreement, to adopt a plan of    
reorganization within the meaning of Section 368(a) of the Internal Revenue     
Code of 1986, as amended (the "Code").                                          

NOW, THEREFORE, in consideration of the covenants, promises and           
representations set forth herein, and for other good and valuable               
consideration, the receipt and sufficiency of which are hereby acknowledged,    
the parties agree as follows:                                                   

ARTICLE I 

The Merger

1.1 The Merger. At the Effective Time (as defined in Section 1.2) and     
subject to and upon the terms and conditions of this Agreement and the          
applicable provisions of Delaware Law, Merger Sub shall be merged with and into 
Company (the "Merger"), the separate corporate existence of Merger Sub shall    
cease and Company shall continue as the surviving corporation. Company as the   
surviving corporation after the Merger is hereinafter sometimes referred to as  
the "Surviving Corporation."                                                    

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1.2 Effective Time; Closing. Subject to the provisions of this Agreement, 
the parties hereto shall cause the Merger to be consummated by filing on the    
Closing Date (as defined in Section 1.2) a Certificate of Merger with the       
Secretary of State of the State of Delaware in accordance with the relevant     
provisions of Delaware Law (the "Certificate of Merger") (the time of such      
filing (or such later time as may be agreed in writing by Company and Parent    
and specified in the Certificate of Merger) being the "Effective Time"). The    
closing of the Merger (the "Closing") shall take place at the offices of Wilson 
Sonsini Goodrich & Rosati, Professional Corporation, at a time and date to be   
specified in writing by the parties, which shall be no later than the second    
business day after the satisfaction or waiver of the conditions set forth in    
Article VI, or at such other time, date and location as the parties hereto      
agree in writing (the "Closing Date").                                          

1.3 Effect of the Merger. At the Effective Time, the effect of the Merger 
shall be as provided in this Agreement and the applicable provisions of         
Delaware Law. Without limiting the generality of the foregoing, and subject     
thereto, at the Effective Time all the property, rights, privileges, powers and 
franchises of Company and Merger Sub shall vest in the Surviving Corporation,   
and all debts, liabilities and duties of Company and Merger Sub shall become    
the debts, liabilities and duties of the Surviving Corporation.                 

1.4 Certificate of Incorporation; Bylaws.                                 

(a) At the Effective Time, the Certificate of Incorporation of Merger 
Sub as in effect on the date hereof and subject to the following proviso,   
shall be the Certificate of Incorporation of the Surviving Corporation;     
provided, however, that the Certificate of Incorporation of the Surviving   
Corporation shall be amended so that the name of the Surviving Corporation  
shall be "Cambridge Technology Partners, Inc.".                             

(b) The Bylaws of Merger Sub, as in effect immediately prior to the   
Effective Time, shall be, at the Effective Time, the Bylaws of the          
Surviving Corporation.                                                      

  1.5 Directors and Officers. The directors of Merger Sub immediately prior to
the Effective Time shall be the initial directors of the Surviving Corporation  
until their successors shall have been duly elected and qualified or until      
their earlier death, resignation or removal in accordance with the Certificate  
of Incorporation and Bylaws of the Surviving Corporation, or as otherwise       
provided by applicable law. The officers of the Company immediately prior to    
the Effective Time shall be the initial officers of the Surviving Corporation   
until their successors shall have been duly elected and qualified or until      
their earlier death, resignation or removal in accordance with the Certificate  
of Incorporation and Bylaws of the Surviving Corporation, or as otherwise       
provided by applicable law.                                                     

1.6 Effect on Capital Stock. Subject to the terms and conditions of this  
Agreement, at the Effective Time, by virtue of the Merger and without any       
action on the part of Parent, Merger Sub, Company or the holders of any of the  
following securities, the following shall occur:                                

 (a) Conversion of Company Common Stock. Each share of Common Stock, par
value $0.01 per share, of Company (the "Company Common Stock") issued and   
outstanding immediately prior to the Effective Time (other than any share   
of Company Common Stock to be canceled and extinguished pursuant to Section 
1.6(b)) will be automatically converted (subject to Sections 1.6(e) and     
(f)) into 0.668 (the "Exchange Ratio") of a validly issued, fully paid and  
nonassessable share of Common Stock, par value $0.10 per share, of Parent   
(the "Parent Common Stock"), which shall be referred to in this Agreement   
as the "Merger Consideration." If any shares of Company Common Stock        
outstanding immediately prior to the Effective Time are unvested or are     
subject to a repurchase option, risk of forfeiture or other condition under 
any applicable restricted stock purchase agreement or other agreement with  
Company, then the shares of Parent Common Stock issued in exchange for such 
shares of Company Common Stock will also be unvested and subject to the     
same repurchase option, risk of forfeiture or other condition, and the      
certificates representing such shares of Parent Common Stock may            
accordingly be marked with appropriate legends.                             

(b) Cancellation of Company-Owned Stock. Each share of Company Common 
Stock held by Company or any direct or indirect wholly-owned subsidiary of  
Company immediately prior to the Effective Time shall be canceled and       
extinguished without any conversion thereof.                                

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  (c) Stock Options; Earn-Out Right. At the Effective Time, all options to
purchase Company Common Stock then outstanding under Company's 1998 Stock   
Option Plan, 1997 Stock Option Plan, 1991 Stock Option Plan, 1995 Non-      
employee Director Stock Option Plan, Axiom Stock Option Plan, IOS Gruppen   
Stock Plan and SCG Option Plan (collectively, the "Company Option Plans"),  
whether vested or unvested, and the Company Option Plans themselves, shall  
be assumed by Parent in accordance with Section 5.8. At the Effective Time, 
all obligations to deliver shares of Company Common Stock (the "Earn-Out    
Agreement") under the Agreement for the Purchase of the Business and Assets 
of OSIX Pty Ltd., dated November 3, 2000, among the Company, Cambridge      
Technology Partners Pty Ltd., the Warrantors and OSIX Pty Ltd., shall be    
assumed by Parent in accordance with Section 5.8(c) hereof.                 

(d) Capital Stock of Merger Sub. Each share of Common Stock, $0.01 par
value per share, of Merger Sub (the "Merger Sub Common Stock") issued and   
outstanding immediately prior to the Effective Time shall be converted into 
one validly issued, fully paid and nonassessable share of Common Stock,     
$0.01 par value per share, of the Surviving Corporation. Each certificate   
evidencing ownership of shares of Merger Sub Common Stock shall evidence    
ownership of such shares of capital stock of the Surviving Corporation.     

 (e) Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted
to reflect appropriately the effect of any stock split, reverse stock       
split, stock dividend (including any dividend or distribution of securities 
convertible into or exercisable or exchangeable for Parent Common Stock or  
Company Common Stock), extraordinary cash dividend, reorganization,         
recapitalization, reclassification, combination, exchange of shares or      
other like change with respect to Parent Common Stock or Company Common     
Stock occurring or having a record date on or after the date hereof and     
prior to the Effective Time.                                                

(f) Fractional Shares.                                                

 (i) No fraction of a share of Parent Common Stock will be issued by
virtue of the Merger, but in lieu thereof, each holder of shares of     
Company Common Stock who would otherwise be entitled to a fraction of a 
share of Parent Common Stock (after aggregating all fractional shares   
of Parent Common Stock that otherwise would be received by such holder) 
shall, upon surrender of such holder's Certificates(s) (as defined in   
Section 1.7(c) hereof), receive from the Exchange Agent (as defined in  
Section 1.7(a) hereof) an amount of cash (rounded to the nearest whole  
cent), without interest, representing such holder's proportionate       
interest in the net proceeds from the sale by the Exchange Agent in one 
or more transactions (which sale transactions shall be made at such     
times, in such manner and on such terms as the Exchange Agent shall     
determine in its reasonable discretion) on behalf of all such holders   
of the aggregate of the fractional shares of Parent Common Stock as     
applicable (the "Excess Parent Common Stock"). The sale of the Excess   
Parent Common Stock by the Exchange Agent shall be executed on the      
Nasdaq National Market ("Nasdaq") and shall be executed in round lots   
to the extent practicable. Until the proceeds of such sale or sales     
have been distributed to the former holders of Company Common Stock,    
the Exchange Agent shall hold such proceeds for the benefit of such     
holders without liability or obligation to invest such amounts or to    
pay interest thereon to such holders. Parent shall reimburse the        
Exchange Agent for all reasonable commissions, transfer taxes and other 
out-of-pocket transaction costs, including expenses incurred and        
commissions paid by the Exchange Agent in connection with the sale of   
the Excess Parent Common Stock. The Exchange Agent shall determine the  
portion of such net proceeds to which each former holder of shares of   
Company Common Stock shall be entitled, if any, by multiplying the      
amount of the aggregate net proceeds by a fraction the numerator of     
which is the amount of the fractional share interest to which such      
former holder of shares of Company Common Stock is entitled (after      
taking into account all shares of Company Common Stock then held by     
such former holder) and the denominator of which is the aggregate       
amount of fractional interests to which all former holders of shares of 
Company Common Stock are entitled.                                      

(ii) Notwithstanding the provisions of Section 1.6(f)(i) hereof,  
Parent may elect, at its option exercised prior to the Effective Time,  
and in lieu of the issuance and sale of the Excess Parent               

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Common Stock and the making of the payments contemplated in Section     
1.6(f)(i) hereof, to pay to the Exchange Agent an amount of cash        
sufficient for the Exchange Agent to pay each former holder of shares   
of Company Common Stock who would otherwise be entitled to a fraction   
of a share of Parent Common Stock (after aggregating all fractional     
shares of Parent Common Stock to be received by such holder) an amount  
of cash (rounded to the nearest whole cent) equal to the product        
obtained by multiplying (x) such fraction of a share of Parent Common   
Stock by (y) the average closing price of one share of Parent Common    
Stock for the five (5) most recent days that Parent Common Stock has    
traded ending on the trading day immediately prior to the Effective     
Time, as reported on Nasdaq.                                            

1.7 Surrender of Certificates.                                            

(a) Exchange Agent. Prior to the Effective Time, Parent shall select a
bank or trust company reasonably acceptable to Company to act as the        
exchange agent (the "Exchange Agent") in the Merger.                        

(b) Parent to Provide Common Stock. As of the Effective Time, Parent  
shall deposit with the Exchange Agent, for exchange in accordance with this 
Article I, the shares of Parent Common Stock issuable pursuant to Section   
1.6(a) in exchange for outstanding shares of Company Common Stock, and cash 
in an amount sufficient for payment in lieu of fractional shares pursuant   
to Section 1.6(f) and any dividends or distributions to which holders of    
shares of Company Common Stock may be entitled pursuant to Section 1.7(d).  

  (c) Exchange Procedures. As soon as practicable after the Effective Time
(but in no event more than five business days after the Effective Time)     
Parent shall cause the Exchange Agent to mail to each holder of record (as  
of the Effective Time) of a certificate or certificates, which immediately  
prior to the Effective Time represented outstanding shares of Company       
Common Stock (the "Certificates") (i) a letter of transmittal in customary  
form (which shall specify that delivery shall be effected, and risk of loss 
and title to the Certificates shall pass, only upon delivery of the         
Certificates to the Exchange Agent) and (ii) instructions for use in        
effecting the surrender of the Certificates in exchange for certificates    
representing shares of Parent Common Stock pursuant to Section 1.6(a), cash 
in lieu of any fractional shares pursuant to Section 1.6(f), and any        
dividends or other distributions pursuant to Section 1.7(d). Upon surrender 
of Certificates for cancellation to the Exchange Agent or to such other     
agent or agents as may be appointed by Parent, together with such letter of 
transmittal, duly completed and validly executed in accordance with the     
instructions thereto, the holders of such Certificates shall be entitled to 
receive in exchange therefor certificates representing the number of whole  
shares of Parent Common Stock into which their shares of Company Common     
Stock were converted pursuant to Section 1.6(a), together with payment in   
lieu of fractional shares which such holders have the right to receive      
pursuant to Section 1.6(f) and any dividends or other distributions payable 
pursuant to Section 1.7(d), and the Certificates so surrendered shall       
forthwith be canceled. Until so surrendered, outstanding Certificates will  
be deemed, from and after the Effective Time, to evidence only the          
ownership of the number of whole shares of Parent Common Stock into which   
such shares of Company Common Stock shall have been so converted (including 
any voting, notice or other rights associated with the ownership of such    
shares of Parent Common Stock under the Certificate of Incorporation or     
Bylaws of Parent or under Delaware Law) and the right to receive an amount  
in cash in lieu of the issuance of any fractional shares in accordance with 
Section 1.6(f) and any dividends or other distributions payable pursuant to 
Section 1.7(d).                                                             

  (d) Distributions With Respect to Unexchanged Shares. Dividends or other
distributions declared or made after the date of this Agreement with        
respect to Parent Common Stock with a record date after the Effective Time  
will be paid to the holders of any unsurrendered Certificates with respect  
to the shares of Parent Common Stock represented thereby when the holders   
of record of such Certificates surrender such Certificates.                 

(e) Transfers of Ownership. If certificates representing shares of    
Parent Common Stock are to be issued in a name other than that in which the 
Certificates surrendered in exchange therefor are registered, it will be a  
condition of the issuance thereof that the Certificates so surrendered will 
be properly endorsed and otherwise in proper form for transfer and that the 
persons requesting such exchange will have (i) paid                         

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to Parent or any agent designated by it any transfer or other taxes         
required by reason of the issuance of certificates representing shares of   
Parent Common Stock in any name other than that of the registered holder of 
the Certificates surrendered, or (ii) established to the satisfaction of    
Parent or any agent designated by it that such tax has been paid or is not  
payable.                                                                    

(f) Required Withholding. Each of the Exchange Agent, Parent and the  
Surviving Corporation shall be entitled to deduct and withhold from any     
consideration payable or otherwise deliverable pursuant to this Agreement   
to any holder or former holder of Company Common Stock such amounts as may  
be required to be deducted or withheld therefrom under the Code or state,   
local or foreign law. To the extent such amounts are so deducted or         
withheld, such amounts shall be treated for all purposes under this         
Agreement as having been paid to the person to whom such amounts would      
otherwise have been paid.                                                   

(g) No Liability. Notwithstanding anything to the contrary in this    
Section 1.7, neither the Exchange Agent, Parent, the Surviving Corporation  
nor any party hereto shall be liable to a holder of shares of Parent Common 
Stock or Company Common Stock for any amount properly paid to a public      
official pursuant to any applicable abandoned property, escheat or similar  
law.                                                                        

1.8 No Further Ownership Rights in Company Common Stock. All shares of    
Parent Common Stock issued in accordance with the terms hereof (including any   
cash paid in respect thereof pursuant to Sections 1.6(f) and 1.7(d)) shall be   
deemed to have been issued in full satisfaction of all rights pertaining to     
such shares of Company Common Stock. There shall be no further registration of  
transfers on the records of the Surviving Corporation of shares of Company      
Common Stock which were outstanding immediately prior to the Effective Time.    
If, after the Effective Time, Certificates are presented to the Surviving       
Corporation for any reason, they shall be canceled and exchanged as provided in 
this Article I.                                                                 

1.9 Lost, Stolen or Destroyed Certificates. In the event that any         
Certificates shall have been lost, stolen or destroyed, the Exchange Agent      
shall issue and pay in exchange for such lost, stolen or destroyed              
Certificates, upon the making of an affidavit of that fact by the holder        
thereof, certificates representing the shares of Parent Common Stock into which 
the shares of Company Common Stock represented by such Certificates were        
converted pursuant to Section 1.6(a), cash for fractional shares, if any, as    
may be required pursuant to Section 1.6(f) and any dividends or distributions   
payable pursuant to Section 1.7(d); provided, however, that the Exchange Agent, 
may, in its discretion and as a condition precedent to the issuance of such     
certificates representing shares of Parent Common Stock and the payment of cash 
and other distributions, require the owner of such lost, stolen or destroyed    
Certificates to deliver a bond in such sum as it may reasonably direct as       
indemnity against any claim that may be made against Parent, the Surviving      
Corporation or the Exchange Agent with respect to the Certificates alleged to   
have been lost, stolen or destroyed.                                            

1.10 Tax and Accounting Consequences.                                     

(a) It is intended by the parties hereto that the Merger shall        
constitute a reorganization within the meaning of Section 368(a) of the     
Code. The parties hereto adopt this Agreement as a "plan of reorganization" 
within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United      
States Treasury Regulations.                                                

(b) It is intended by the parties hereto that the Merger shall qualify
as a "purchase" transaction for accounting purposes.                        

1.11 Taking of Necessary Action; Further Action. If, at any time after the
Effective Time, any further action is necessary or desirable to carry out the   
purposes of this Agreement and to vest the Surviving Corporation with full      
right, title and possession to all assets, property, rights, privileges, powers 
and franchises of Company and Merger Sub, the officers and directors of Parent  
and the Surviving Corporation shall be fully authorized (in the name of Merger  
Sub, Company, the Surviving Corporation and otherwise) to take all such         
necessary action.                                                               

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ARTICLE II

Representations and Warranties of Company 

Company represents and warrants to Parent and Merger Sub, subject to such 
exceptions as are disclosed in writing in the disclosure schedules supplied by  
Company to Parent dated as of the date hereof (the "Company Schedule"), which   
disclosure shall provide an exception to or otherwise qualify the               
representations or warranties of Company contained in the Section of this       
Agreement corresponding by number to such disclosure and the other              
representations and warranties herein to the extent it is readily apparent on   
the face of such disclosure that such disclosure is applicable to such other    
representations or warranties, as follows:                                      

2.1 Organization of Company.                                              

(a) Company and each of its subsidiaries is a corporation duly        
organized, validly existing and in good standing under the laws of the      
jurisdiction of its incorporation; has the corporate power and authority to 
own, lease and operate its assets and property and to carry on its business 
as now being conducted and as proposed to be conducted; and is duly         
qualified to do business and in good standing as a foreign corporation in   
each jurisdiction in which the failure to be so qualified would have a      
Material Adverse Effect (as defined in Section 8.3) on Company.             

(b) Company has delivered to Parent a true and complete list of all of
Company's subsidiaries, indicating the jurisdiction of incorporation of     
each subsidiary and Company's equity interest therein (to the extent such   
entity is not wholly owned) and except for securities held by the Company   
and minority ownership interests in certain of Company's subsidiaries held  
by third parties (as described on such list of subsidiaries), there are no  
outstanding equity securities, partnership interests or similar ownership   
interests (or any security exchangeable or convertible into, or exercisable 
for, any of the foregoing) in any subsidiary of Company.                    

  (c) Company has delivered or made available to Parent a true and correct
copy of the Certificate of Incorporation and Bylaws of Company and similar  
governing instruments of each of its material subsidiaries, each as in      
effect on the date hereof, and each such instrument is in full force and    
effect. Neither Company nor any of its subsidiaries is in violation of any  
of the provisions of its Certificate of Incorporation or Bylaws or          
equivalent governing instruments.                                           

2.2 Company Capital Structure. The authorized capital stock of Company    
consists of 250,000,000 shares of Common Stock, par value $0.01 per share, of   
which there were 63,532,271 shares issued and outstanding as of March 1, 2001,  
and 2,000,000 shares of Preferred Stock, par value $0.01 per share ("Company    
Preferred Stock"), of which there were no shares issued and outstanding as of   
March 11, 2001. All outstanding shares of Company Common Stock are duly         
authorized, validly issued, fully paid and nonassessable and are not subject to 
preemptive rights created by statute, the Certificate of Incorporation or       
Bylaws of Company or any agreement or document to which Company is a party or   
by which it is bound. As of March 11, 2001 Company had reserved an aggregate of 
23,189,746 shares of Company Common Stock, net of exercises, for issuance to    
employees, consultants and non-employee directors pursuant to the Company       
Option Plans, under which options are outstanding for an aggregate of           
17,545,280 shares and under which 17,545,280 shares are available for grant or  
issuance as of March 11, 2001. All shares of Company Common Stock subject to    
issuance as aforesaid, upon issuance on the terms and conditions specified in   
the instruments pursuant to which they are issuable, would be duly authorized,  
validly issued, fully paid and nonassessable. The Company has provided to the   
Parent information describing option activity through March 11, 2001.           

2.3 Obligations With Respect to Capital Stock. Except as set forth in     
Section 2.2 above and in Section 2.3 of the Company Schedule, there are no      
equity securities, partnership interests or similar ownership interests of any  
class of Company, or any securities exchangeable or convertible into or         
exercisable for any such equity securities (including options and warrants),    
partnership interests or similar ownership interests issued, reserved for       
issuance or outstanding. Except as set forth in Section 2.2 above and in        
Section 2.3 of the                                                              

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Company Schedule, and except for the rights ("Rights") issued pursuant to the   
Rights Agreement, dated as of June 23, 1997, between Company and ChaseMellon    
Shareholder Services, L.L.C., as rights agent, as amended (the "Rights          
Agreement"), there are no commitments or agreements of any character to which   
Company or any of its subsidiaries is a party or by which it is bound           
obligating Company or any of its subsidiaries to issue, deliver or sell, or     
cause to be issued, delivered or sold, or repurchase, redeem or otherwise       
acquire, or cause the repurchase, redemption or acquisition, of any shares of   
capital stock of Company or any of its subsidiaries or obligating Company or    
any of its subsidiaries to grant, extend, accelerate the vesting of or enter    
into any such commitment or agreement. Except as set forth in Section 2.3 of    
the Company Schedule, there are no registration rights and, to the knowledge of 
Company there are no voting trusts, proxies or other agreements or              
understandings with respect to any equity security of any class of Company or   
with respect to any equity security, partnership interest or similar ownership  
interest of any class of any of its subsidiaries.                               

2.4 Authority.                                                            

(a) Company has all requisite corporate power and authority to enter  
into this Agreement and to consummate the transactions contemplated hereby. 
The execution and delivery of this Agreement and the consummation of the    
transactions contemplated hereby have been duly authorized by all necessary 
corporate action on the part of Company, subject only to the adoption of    
this Agreement by Company's stockholders and the filing and recordation of  
the Certificate of Merger pursuant to Delaware Law. A vote of the holders   
of at least a majority of the outstanding shares of the Company Common      
Stock is required for Company's stockholders to approve and adopt this      
Agreement and approve the Merger. This Agreement has been duly executed and 
delivered by Company and, assuming the due authorization, execution and     
delivery by Parent and Merger Sub, constitutes the valid and binding        
obligation of Company, enforceable in accordance with its terms, except as  
enforceability may be limited by bankruptcy and other similar laws and      
general principles of equity. Except as set forth in Section 2.4 of the     
Company Schedule, the execution and delivery of this Agreement by Company   
do not, and the performance of this Agreement by Company will not, (i)      
conflict with or violate the Certificate of Incorporation or Bylaws of      
Company or the equivalent organizational documents of any of its            
subsidiaries, (ii) subject to compliance with the requirements set forth in 
Section 2.4(b) below, materially conflict with or violate any law, rule,    
regulation, order, judgment or decree applicable to Company or any of its   
subsidiaries or by which its or any of their respective properties is bound 
or affected, or (iii) result in any breach of, or constitute a default (or  
an event that with notice or lapse of time or both would become a default)  
under, or impair Company's rights or alter the rights or obligations of any 
third party under, or give to others any rights of termination, amendment,  
acceleration or cancellation of, or result in the creation of a lien or     
encumbrance on any of the properties or assets of Company or any of its     
subsidiaries pursuant to, any material note, bond, mortgage, indenture,     
contract, agreement, lease, license, permit, franchise or other instrument  
or obligation to which Company or any of its subsidiaries is a party or by  
which Company or any of its subsidiaries or its or any of their respective  
properties are bound or affected, except to the extent such conflict,       
violation, breach, default, impairment or other effect would not, in the    
case of clause (ii) or (iii), reasonably be expected to have a Material     
Adverse Effect on Company.                                                  

(b) No consent, approval, order or authorization of, or registration, 
declaration or filing with any court, administrative agency or commission   
or other governmental authority or instrumentality ("Governmental Entity")  
is required by or with respect to Company in connection with the execution  
and delivery of this Agreement or the consummation of the transactions      
contemplated hereby, except for (i) the filing of a Form S-4 Registration   
Statement and any amendments thereto (the "S-4") with the Securities and    
Exchange Commission ("SEC") in accordance with the Securities Act of 1933,  
as amended (the "Securities Act"), (ii) the filing of the Certificate of    
Merger with the Secretary of State of Delaware, (iii) the filing of the     
Proxy Statement/Prospectus (as defined in Section 2.17) with the SEC in     
accordance with the Securities Exchange Act of 1934, as amended (the        
"Exchange Act") and such reports or other filings under the Exchange Act as 
may be required by this Agreement and the transactions contemplated hereby, 
(iv) such consents, approvals, orders, authorizations, registrations,       
declarations and filings as may be required under applicable federal and    
state securities laws and the Hart-Scott-Rodino Antitrust                   

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Improvements Act of 1976, as amended (the "HSR Act") and the laws of any    
foreign country, (v) such consents, approvals, orders, authorizations and   
filings as may be required by Nasdaq, and (vi) such other consents,         
authorizations, filings, approvals and registrations which, if not obtained 
or made, would not have a Material Adverse Effect on the Company or a       
Material Adverse Effect on the ability of the parties to consummate the     
Merger.                                                                     

2.5 SEC Filings; Company Financial Statements.                        

(a) Company has filed all forms, reports and documents required to be 
filed with the SEC since January 1, 1998. All such required forms, reports  
and documents (including those that Company may file subsequent to the date 
hereof) are referred to herein as the "Company SEC Reports." Except as set  
forth in Section 2.5 of the Company Schedule, as of their respective dates, 
the Company SEC Reports (i) were prepared in accordance with the            
requirements of the Securities Act or the Exchange Act, as the case may be, 
and the rules and regulations of the SEC thereunder applicable to such      
Company SEC Reports, and (ii) did not at the time they were filed (or if    
amended or superseded by a filing prior to the date of this Agreement, then 
on the date of such filing) contain any untrue statement of a material fact 
or omit to state a material fact required to be stated therein or necessary 
in order to make the statements therein, in the light of the circumstances  
under which they were made, not misleading. None of Company's subsidiaries  
is required to file any forms, reports or other documents with the SEC.     

 (b) Except as set forth in Section 2.5 of the Company Schedule, each of
the consolidated financial statements (including, in each case, any related 
notes thereto) contained in the Company SEC Reports, (i) complied as to     
form in all material respects with the then current published rules and     
regulations of the SEC with respect thereto, (ii) was prepared in           
accordance with generally accepted accounting principles ("GAAP") applied   
on a consistent basis throughout the periods involved (except as may be     
indicated in the notes thereto or, in the case of unaudited interim         
financial statements, as may be permitted by the SEC on Form 10-Q under the 
Exchange Act) and (iii) fairly presented the consolidated financial         
position of Company and its subsidiaries at the respective dates thereof    
and the consolidated results of its operations and cash flows for the       
periods indicated, except that the unaudited interim financial statements   
were or are subject to normal and recurring year-end adjustments which were 
not, or are not expected to be, material in amount. The balance sheet of    
Company as of December 31, 2000 and the Statement of Operations and the     
Statement of Cash Flow, each for the year ended December 31, 2000, copies   
of which are attached as Section 2.5 of the Company Schedule, are           
hereinafter referred to as the "Year 2000 Financials"; and the Year 2000    
Financials together with the consolidated financial statements contained in 
the Company SEC Reports are referred to hereinafter as the "Company         
Financials." The Year 2000 Financials were prepared in accordance with GAAP 
applied on a consistent basis except that they do not yet include the       
footnotes that are necessary for completion and compliance with GAAP.       
Except as disclosed in the Company Financials, neither Company nor any of   
its subsidiaries has any liabilities (absolute, accrued, contingent or      
otherwise) of a nature required to be disclosed on a balance sheet or in    
the related notes to the consolidated financial statements prepared in      
accordance with GAAP except liabilities (i) provided for in the balance     
sheet dated December 31, 2000, (ii) incurred since December 31, 2000 in the 
ordinary course of business consistent with past practices, or (iii)        
liabilities or obligations under or related to this Agreement and the       
transactions contemplated hereby.                                           

(c) Company has heretofore furnished to Parent a complete and correct 
copy of any amendments or modifications, which have not yet been filed with 
the SEC but which are required to be filed, to agreements, documents or     
other instruments which previously had been filed by Company with the SEC   
pursuant to the Securities Act or the Exchange Act.                         

  2.6 Absence of Certain Changes or Events. Except as disclosed in Section 2.6
of the Company Schedule, since December 31, 2000, there has not been: (i) any   
Material Adverse Effect on Company, (ii) any declaration, setting aside or      
payment of any dividend on, or other distribution (whether in cash, stock or    
property) in respect of, any of the Company's capital stock, or any purchase,   
redemption or other acquisition by Company of any of the Company's capital      
stock or any other securities of Company or its subsidiaries or of              

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any options, warrants, calls or rights to acquire any such shares or other      
securities except for repurchases from employees following their termination    
pursuant to the terms of their pre-existing stock option or purchase            
agreements, (iii) any split, combination or reclassification of any of          
Company's capital stock, (iv) except for agreements contemplated under Section  
5.8(a), any granting by Company or any of its subsidiaries of any increase in   
compensation or fringe benefits, except for increases of cash compensation and  
fringe benefits in the ordinary course of business and consistent with past     
practice, or any payment by Company or any of its subsidiaries of any bonus,    
except for bonuses made in the ordinary course of business consistent with past 
practice, or any granting by Company or any of its subsidiaries of any increase 
in severance or termination pay or any entry by Company or any of its           
subsidiaries into any currently effective employment, severance, termination or 
indemnification agreement or any agreement the benefits of which are contingent 
or the terms of which are materially altered upon the occurrence of a           
transaction contemplated hereby, (v) entry by Company or any of its             
subsidiaries into any material licensing or other material agreement with       
regard to the acquisition or disposition of any Intellectual Property (as       
defined in Section 2.8 hereof) other than in the ordinary course of business    
consistent with past practice or any amendment or consent with respect to any   
licensing agreement filed or required to be filed by Company with the SEC, and  
other than licenses disclosed on Section 2.8 of the Company Schedule, (vi) any  
material change by Company in its accounting methods, principles or practices,  
except as required by concurrent changes in GAAP, or (vii) any material         
revaluation by Company of any of its assets, including, without limitation,     
writing down the value of capitalized inventory or writing off notes or         
accounts receivable other than in the ordinary course of business.              

2.7 Taxes.                                                                

(a) Definition of Taxes. For the purposes of this Agreement, "Tax" or,
collectively, "Taxes", means (i) any and all federal, state, local and      
foreign taxes, assessments and other governmental charges, duties,          
impositions and liabilities, including taxes based upon or measured by      
gross receipts, income, profits, sales, use and occupation, and value       
added, ad valorem, transfer, franchise, withholding, payroll, recapture,    
employment, excise and property taxes, together with all interest,          
penalties and additions imposed with respect to such amounts; (ii) any      
liability for the payment of any amounts of the type described in clause    
(i) as a result of being a member of an affiliated, consolidated, combined  
or unitary group for any period; and (iii) any liability for the payment of 
any amounts of the type described in clause (i) or (ii) as a result of any  
express or implied obligation to indemnify any other person or as a result  
of any obligations under any agreements or arrangements with any other      
person with respect to such amounts and including any liability for taxes   
of a predecessor entity.                                                    

(b) Tax Returns and Audits.                                           

(i) Company and each of its subsidiaries have timely filed all    
federal, state, local and foreign returns, estimates, information       
statements and reports ("Returns") relating to Taxes required to be     
filed by Company and each of its subsidiaries with any Tax authority,   
except such Returns which are not material to Company, and such Returns 
are true and correct and have been completed in accordance with         
applicable law, except where a failure to be true and correct or to     
have been so completed would not have a Material Adverse Effect on      
Company. Company and each of its subsidiaries have timely paid all      
Taxes shown to be due on such Returns.                                  

  (ii) Company and each of its subsidiaries have withheld with respect
to their past and present employees, officers, directors and            
independent contractors, stockholders, creditors and all other third    
parties, all Taxes and other deductions required to be withheld and     
have, within the time and in the manner required by law, paid such      
withheld amounts to the property governmental authorities, except where 
the failure to pay such Taxes would not have a Material Adverse Effect  
on Company.                                                             

(iii) Except as set forth in Section 2.7 of the Company Schedule, 
neither Company nor any of its subsidiaries has been delinquent in the  
payment of any material Tax nor is there any material Tax deficiency    
outstanding, proposed or assessed against Company or any of its         
subsidiaries, nor has Company or any of its subsidiaries executed any   
unexpired waiver of any statute of limitations on or extending the      
period for the assessment or collection of any Tax.                     

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 (iv) Except as set forth in Section 2.7 of the Company Schedule, no
audit or other examination of any Return of Company or any of its       
subsidiaries by any Tax authority is presently in progress, nor has     
Company or any of its subsidiaries been notified of any request for     
such an audit or other examination which could have a Material Adverse  
Effect on Company.                                                      

(v) Except as set forth in Section 2.7 of the Company Schedule, no
adjustment relating to any Returns filed by Company or any of its       
subsidiaries (and no claim by a Tax authority in a jurisdiction in      
which Company does not file Returns that Company may be subject to      
taxation by such jurisdiction) has been proposed in writing formally or 
informally by any Tax authority to Company or any of its subsidiaries   
or any representative thereof which could have a Material Adverse       
Effect on Company.                                                      

(vi) Neither Company nor any of its subsidiaries has any liability
for any material unpaid Taxes which has not been accrued for or         
reserved on the balance sheet of the Company dated December 31, 2000 in 
accordance with GAAP, whether asserted or unasserted, contingent or     
otherwise, other than any liability for unpaid Taxes that may have      
accrued since September 30, 2000 in connection with the operation of    
the business of Company and its subsidiaries in the ordinary course.    

 (vii) Neither Company nor any of its subsidiaries (i) has ever been
a member of an affiliated group filing a consolidated federal income    
Tax Return (other than a consolidated group the common parent of which  
is Company or a subsidiary), (ii) is a party to any Tax sharing or Tax  
allocation agreement, arrangement or understanding with a person other  
than the Company and its subsidiaries, (iii) is liable for the Taxes of 
any other person other than the Company and its subsidiaries under      
Treasury Regulation 1.1502-6 (or any similar provision of state, local  
or foreign law), as a transferee or successor, by contract or           
otherwise, and (iv) is a party to any joint venture, partnership or     
other arrangement that could be treated as a partnership for income Tax 
purposes.                                                               

(viii) Neither Company nor any of its subsidiaries has constituted
either a "distributing corporation" or a "controlled corporation" in a  
distribution of stock qualifying for tax-free treatment under Section   
355 of the Code (i) in the two years prior to the date of this          
Agreement or (ii) in a distribution which could otherwise constitute    
part of a "plan" or "series of related transactions" (within the        
meaning of Section 355(e) of the Code) in conjunction with the Merger.  

(ix) Neither Company nor any of its subsidiaries has taken any    
action or knows of any fact that is reasonably likely to prevent the    
Merger from qualifying as a "reorganization" within the meaning of      
Section 368(a) of the Code.                                             

2.8 Company Intellectual Property. For the purposes of this Agreement, the
following terms have the following definitions:                                 

"Intellectual Property" shall mean any or all of the following and all    
rights in, arising out of, or associated therewith: (i) all United States,      
international and foreign patents and applications therefor and all reissues,   
divisions, renewals, extensions, provisionals, continuations and continuations- 
in-part thereof; (ii) all inventions (whether patentable or not), invention     
disclosures, improvements, trade secrets, proprietary information, know how,    
technology, technical data and customer lists; (iii) all copyrights, copyrights 
registrations and applications therefor, and all other rights corresponding     
thereto throughout the world; (iv) all industrial designs and any registrations 
and applications therefor throughout the world; (v) all trade names, logos,     
common law trademarks and service marks, trademark and service mark             
registrations and applications therefor throughout the world; (vi) all          
databases and data collections and all rights therein throughout the world; and 
(vii) all domain names.                                                         

"Company Intellectual Property" shall mean any material Intellectual      
Property that is owned by Company or any of its subsidiaries.                   

(a) To the knowledge of the Company, except as may be set forth on    
Schedule 2.8 of the Company Schedule, no Company Intellectual Property or   
product or service of Company or any of its subsidiaries is                 

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subject to any proceeding or outstanding decree, order, judgment, contract, 
license, agreement, or stipulation restricting in any manner the use,       
transfer, or licensing thereof by Company or any of its subsidiaries, other 
than in the ordinary course of business, or which may affect the validity,  
use or enforceability of such Company Intellectual Property.                

 (b) Except as may be set forth on Schedule 2.8 of the Company Schedule,
Company and its subsidiaries own and have good and exclusive title to all   
Company Intellectual Property free and clear of any material liens or       
encumbrances (excluding non-exclusive licenses). Except as may be set forth 
on Schedule 2.8 of the Company Schedule, Company has licenses (sufficient   
for the conduct of its business as currently conducted) to all other        
material Intellectual Property used by Company.                             

(c) [Intentionally left blank.]                                       

(d) To the knowledge of the Company, except as may be set forth on    
Schedule 2.8 of the Company Schedule, to the extent that any material       
Intellectual Property has been developed or created by a third party for    
Company or any of its subsidiaries, Company has obtained ownership of, and  
is the exclusive owner of, by operation of law or by valid assignment, to   
the fullest extent it is legally possible to do so, or has obtained a       
license (sufficient for the conduct of its business and the business of its 
subsidiaries) to all such third party's Intellectual Property in such work  
or material.                                                                

 (e) Except as may be set forth on Schedule 2.8 of the Company Schedule,
neither Company nor any of its subsidiaries has transferred ownership of,   
or granted any exclusive license with respect to, any Intellectual Property 
that is or was material Company Intellectual Property, to any third party   
except to customers pursuant to written agreements in the ordinary course   
of business.                                                                

 (f) To the knowledge of Company, except as may be set forth on Schedule
2.8 of the Company Schedule, the operation of the business of Company and   
its subsidiaries as such business currently is conducted has not and does   
not materially infringe or misappropriate the Intellectual Property of any  
third party or, to its knowledge, constitute unfair competition or trade    
practices under the laws of any jurisdiction.                               

 (g) Except as may be set forth on Schedule 2.8 of the Company Schedule,
to the knowledge of the Company, neither Company nor any of its             
subsidiaries has received notice from any third party that the operation of 
the business of Company or any of its subsidiaries, infringes or            
misappropriates the Intellectual Property of any third party or constitutes 
unfair competition or trade practices under the laws of any jurisdiction.   

 (h) Except as may be set forth on Schedule 2.8 of the Company Schedule,
to the knowledge of Company, no person has materially infringed or          
misappropriated or is materially infringing or misappropriating any Company 
Intellectual Property.                                                      

 (i) Company and each of its subsidiaries have taken reasonable steps to
protect Company's and its subsidiaries' rights in Company's confidential    
information and trade secrets that it wishes to protect or any trade        
secrets or confidential information of third parties provided to Company    
except where the failure to do so is not reasonably expected to be material 
to Company and its subsidiaries.                                            

2.9 Compliance; Permits; Restrictions.                                    

(a) Neither Company nor any of its subsidiaries is, in any respect, in
conflict with, or in default or violation of (i) any law, rule, regulation, 
order, judgment or decree applicable to Company or any of its subsidiaries  
or by which its or any of their respective properties is bound or affected  
(except as noted on Section 2.10 of the Company Schedule), or (ii) any      
note, bond, mortgage, indenture, contract, agreement, lease, license,       
permit, franchise or other instrument or obligation to which Company or any 
of its subsidiaries is a party or by which Company or any of its            
subsidiaries or its or any of their respective properties is bound or       
affected, except for such conflict, default or violation which would not    
reasonably be expected to have a Material Adverse Effect on Company. To the 
knowledge of Company, no investigation or review by any Governmental Entity 
which would reasonably be expected to materially                            

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impact the Company is pending or threatened against Company or its          
subsidiaries, nor has any Governmental Entity indicated in writing to       
Company or any subsidiary an intention to conduct the same. To the          
knowledge of Company, there is no material agreement, judgment, injunction, 
order or decree binding upon Company or any of its subsidiaries which has   
or could reasonably be expected to have the effect of prohibiting or        
materially impairing any business practice of Company or any of its         
subsidiaries, any acquisition of material property by Company or any of its 
subsidiaries or the conduct of business by Company as currently conducted.  

 (b) Company and its subsidiaries hold all permits, licenses, variances,
exemptions, orders and approvals from governmental authorities which are    
material to the operation of the business of Company (collectively, the     
"Company Permits"). Company and its subsidiaries are in compliance in all   
material respects with the terms of the Company Permits.                    

2.10 Litigation. As of the date of this Agreement, except as set forth in 
Section 2.10 of the Company Schedule, there is no action, suit, proceeding,     
claim, arbitration or investigation pending, and to Company's knowledge, no     
action, suit, proceeding, claim, arbitration or investigation against Company   
or any of its subsidiaries has been threatened, which, in either case, if       
decided adversely, would reasonably be expected to have a Material Adverse      
Effect on Company, or which in any manner challenges or seeks to prevent,       
enjoin, alter or delay any of the transactions contemplated by this Agreement.  

2.11 Brokers' and Finders' Fees. Except for fees payable to Salomon Smith 
Barney, Inc. pursuant to an engagement letter, a copy of which has been         
provided to Parent, Company has not incurred, nor will it incur, directly or    
indirectly, any liability for brokerage or finders' fees or agents' commissions 
or any similar charges in connection with this Agreement or any transaction     
contemplated hereby.                                                            

2.12 Employee Matters and Benefit Plans.                                  

  (a) Definitions. With the exception of the definition of "Affiliate" set
forth in Section 2.12 (a)(i) below (which definition shall apply only to    
Sections 2.12 and 5.8 hereof), for purposes of this Agreement, the          
following terms shall have the meanings set forth below:                    

(i) "Affiliate" shall mean any other person or entity under common
control with Company within the meaning of Section 414(b), (c), (m) or  
(o) of the Code and the regulations issued thereunder;                  

(ii) "COBRA" shall mean the Consolidated Omnibus Budget           
Reconciliation Act of 1985, as amended;                                 

(iii) "Code" shall mean the Internal Revenue Code of 1986, as     
amended;                                                                

 (iv) "Company Employee Plan" shall mean any material plan, program,
policy, practice, contract, agreement or other arrangement providing    
for compensation, severance, termination pay, deferred compensation,    
performance awards, stock or stock-related awards, fringe benefits or   
other employee benefits or remuneration of any kind, whether written or 
unwritten or otherwise, funded or unfunded, including without           
limitation, each "employee benefit plan," within the meaning of Section 
3(3) of ERISA which is or has been maintained, contributed to, or       
required to be contributed to, by Company or any Affiliate for the      
benefit of any Employee, or with respect to which Company or any        
Affiliate has or may have any liability or obligation;                  

(v) "DOL" shall mean the Department of Labor;                     

(vi) "Employee" shall mean any current or former or retired       
employee, consultant or director of Company or any Affiliate;           

  (vii) "Employment Agreement" shall mean each management, employment,
severance, consulting, relocation, repatriation, expatriation, visas,   
work permit or other agreement, contract or                             

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understanding relating to employment or compensation between Company or 
any Affiliate and any Employee;                                         

   (viii) "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended;                                                    

(ix) "FMLA" shall mean the Family Medical Leave Act of 1993, as   
amended;                                                                

(x) "International Employee Plan" shall mean each Company Employee
Plan that has been adopted or maintained by Company or any Affiliate,   
whether informally or formally, or with respect to which Company or any 
Affiliate will or may have any liability, for the benefit of Employees  
who perform services outside the United States;                         

(xi) "IRS" shall mean the Internal Revenue Service;               

  (xii) "Multiemployer Plan" shall mean any "Pension Plan" (as defined
below) which is a "multiemployer plan," as defined in Section 3(37) of  
ERISA;                                                                  

  (xiii) "Pension Plan" shall mean each Company Employee Plan which is
an "employee pension benefit plan," within the meaning of Section 3(2)  
of ERISA.                                                               

(b) Schedule. Section 2.12(b) of the Company Schedule contains an     
accurate and complete list of each Company Employee Plan, International     
Employee Plan, and each Employment Agreement applicable to an officer of    
the Company. Company has provided Parent with the form of employee non-     
disclosure, inventions, non-competition and non-solicitation agreement      
applicable to newly hired officers of the Company. Company does not have    
any plan or commitment to establish any new Company Employee Plan,          
International Employee Plan, or Employment Agreement, to modify any Company 
Employee Plan or Employment Agreement (except to the extent required by law 
or to conform any such Company Employee Plan or Employment Agreement to the 
requirements of any applicable law, in each case as previously disclosed to 
Parent in writing, or as required by this Agreement), or to adopt or enter  
into any Company Employee Plan, International Employee Plan, or Employment  
Agreement.                                                                  

(c) Documents. Company has provided to Parent correct and complete    
copies of: (i) all material documents embodying each Company Employee Plan, 
International Employee Plan, and each Employment Agreement applicable to an 
officer of Company including (without limitation) all amendments thereto    
and all related trust documents, group annuity contracts and group          
insurance contracts; (ii) the most recent annual actuarial valuations, if   
any, prepared for each Company Employee Plan; (iii) the three (3) most      
recent annual reports (Form Series 5500 and all schedules and financial     
statements attached thereto), if any, required under ERISA or the Code in   
connection with each Company Employee Plan; (iv) if the Company Employee    
Plan is funded, the most recent annual and periodic accounting of Company   
Employee Plan assets; (v) the most recent summary plan description together 
with the summary(ies) of material modifications thereto, if any, required   
under ERISA with respect to each Company Employee Plan; (vi) all IRS        
determination, opinion, notification and advisory letters; and (vii) the    
three (3) most recent plan years discrimination tests for each Company      
Employee Plan.                                                              

(d) Employee Plan Compliance. Except as set forth on Section 2.12(d), 
(i) Company has performed in all material respects all obligations required 
to be performed by it under, is not in default or material violation of,    
and has no knowledge of any default or material violation by any other      
party to each Company Employee Plan, and each Company Employee Plan has     
been established and maintained in all material respects in accordance with 
its terms and in compliance with all applicable laws, statutes, orders,     
rules and regulations, including but not limited to ERISA or the Code; (ii) 
each Company Employee Plan intended to qualify under Section 401(a) of the  
Code and each trust intended to qualify under Section 501(a) of the Code    
has either received a favorable determination, opinion, notification or     
advisory letter from the IRS with respect to each such Company Employee     
Plan as to its qualified status under the Code, including all amendments to 
the Code effected by the Tax Reform Act of 1986 and subsequent legislation, 
or has remaining a period of time under applicable Treasury regulations or  
IRS pronouncements in which to apply for such a letter and make any         
amendments necessary to obtain a favorable determination as to              

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the qualified status of each such Company Employee Plan; (iii) no           
"prohibited transaction," within the meaning of Section 4975 of the Code or 
Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975  
of the Code or Section 408 of ERISA (or any administrative class exemption  
issued thereunder), has occurred with respect to any Company Employee Plan; 
(iv) there are no actions, suits or claims pending, or, to the knowledge of 
Company, threatened or reasonably anticipated (other than routine claims    
for benefits) against any Company Employee Plan or against the assets of    
any Company Employee Plan which could reasonably be expected to result in a 
material liability to Company or to any Company Employee Plan; (v) each     
Company Employee Plan (other than any stock option plan) can be amended,    
terminated or otherwise discontinued after the Effective Time, without      
material liability to Parent, Company or any of its Affiliates (other than  
ordinary administration expenses); (vi) there are no audits, inquiries or   
proceedings pending or, to the knowledge of Company, threatened by the IRS  
or DOL with respect to any Company Employee Plan; and (vii) neither Company 
nor any Affiliate is subject to any penalty or Tax with respect to any      
Company Employee Plan under Section 502(i) of ERISA or Sections 4975        
through 4980 of the Code.                                                   

  (e) Pension Plan. Neither Company nor any Affiliate has ever maintained,
established, sponsored, participated in, or contributed to, any Pension     
Plan which is subject to Title IV of ERISA or Section 412 of the Code.      

(f) Collectively Bargained, Multiemployer and Multiple Employer       
Plans. At no time has Company or any Affiliate contributed to or been       
obligated to contribute to any Multiemployer Plan. Neither Company, nor any 
Affiliate has at any time ever maintained, established, sponsored,          
participated in, or contributed to any multiple employer plan, or to any    
plan described in Section 413 of the Code.                                  

(g) No Post-Employment Obligations. No Company Employee Plan provides,
or reflects or represents any liability to provide retiree health to any    
person for any reason, except as may be required by COBRA or other          
applicable statute, and Company has never represented, promised or          
contracted (whether in oral or written form) to any Employee (either        
individually or to Employees as a group) or any other person that such      
Employee(s) or other person would be provided with retiree health, except   
to the extent required by statute.                                          

  (h) Health Care Compliance. Neither Company nor any Affiliate has, prior
to the Effective Time and in any material respect, violated any of the      
health care continuation requirements of COBRA, the requirements of FMLA,   
the requirements of the Health Insurance Portability and Accountability Act 
of 1996, the requirements of the Women's Health and Cancer Rights Act of    
1998, the requirements of the Newborns' and Mothers' Health Protection Act  
of 1996, or any amendment to each such act, or any similar provisions of    
state law applicable to its Employees.                                      

  (i) Effect of Transaction. Except as set forth on Section 2.12(i) of the
Company Schedule, the execution of this Agreement and the consummation of   
the transactions contemplated hereby will not (either alone or upon the     
occurrence of any additional or subsequent events) constitute an event      
under any Company Employee Plan, Employment Agreement, trust or loan that   
will or may result in any payment (whether of severance pay or otherwise),  
acceleration, forgiveness of indebtedness, vesting, distribution, increase  
in benefits or obligation to fund benefits with respect to any Employee.    

(j) Employment Matters. Company: (i) is in compliance in all material 
respects with all applicable foreign, federal, state and local laws, rules  
and regulations respecting employment, employment practices, terms and      
conditions of employment and wages and hours, in each case, with respect to 
Employees; (ii) has in all material respects withheld and reported all      
amounts required by law or by agreement to be withheld and reported with    
respect to wages, salaries and other payments to Employees; (iii) is not    
liable for any material arrears of wages or any material Taxes or any       
material penalty for failure to comply with any of the foregoing; and (iv)  
is not liable for any material payment to any trust or other fund governed  
by or maintained by or on behalf of any Governmental Entity, with respect   
to unemployment compensation benefits, social security or other benefits or 
obligations for Employees (other than routine payments to be made in the    
normal course of business and consistent with past practice or as properly  
accrued on the                                                              

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Company's financials). There are no material pending, threatened or         
reasonably anticipated claims or actions against Company under any worker's 
compensation policy or long-term disability policy.                         

 (k) Labor. No work stoppage or labor strike against Company is pending,
threatened or reasonably anticipated. To Company's knowledge, there have    
been no activities or proceedings of any labor union to organize any        
Employees. Except as set forth in Schedule 2.12(k), there are no actions,   
suits, claims, labor disputes or grievances pending, or, to the knowledge   
of Company, threatened or reasonably anticipated relating to any labor,     
safety or discrimination matters involving any Employee, including, without 
limitation, charges of unfair labor practices or discrimination complaints, 
which, if adversely determined, would, individually or in the aggregate,    
result in any material liability to Company. Neither Company nor any of its 
subsidiaries has engaged in any unfair labor practices within the meaning   
of the National Labor Relations Act. Except as set forth in Schedule        
2.12(k), Company is not presently, nor has it been in the past, a party to, 
or bound by, any collective bargaining agreement or union contract with     
respect to Employees and no collective bargaining agreement is being        
negotiated by Company.                                                      

(l) International Employee Plan. Each International Employee Plan has 
been established, maintained and administered in all material respects in   
compliance with its terms and conditions and with the requirements          
prescribed by any and all statutory or regulatory laws that are applicable  
to such International Employee Plan. Furthermore, no International Employee 
Plan has unfunded liabilities, that as of the Effective Time, will not be   
offset by insurance or fully accrued or properly reflected on the Company's 
financials. Except as required by law, no condition exists that would       
prevent Company or Parent (after the Effective Time) from terminating or    
amending any International Employee Plan at any time for any reason without 
material liability to Company or its Affiliates (other than ordinary        
administration expenses or routine claims for benefits).                    

2.13 [Intentionally left blank.]                                          

2.14 Environmental Matters.                                               

(a) Hazardous Materials Activities. Except as would not reasonably be 
likely to result in a Material Adverse Effect to Company (in any individual 
case or in the aggregate), (i) neither Company nor any of its subsidiaries  
has transported, stored, used, manufactured, disposed of, released or       
exposed its employees or others to pollutants, contaminants, wastes, any    
toxic, radioactive or otherwise hazardous materials ("Hazardous Materials") 
in violation of any law in effect on or before the Closing Date, and (ii)   
neither Company nor any of its subsidiaries has disposed of, transported,   
sold, used, released, exposed its employees or others to or manufactured    
any product containing a Hazardous Material (collectively, "Hazardous       
Materials Activities") in violation of any rule, regulation, treaty or      
statute promulgated by any Governmental Entity in effect prior to or as of  
the date hereof to prohibit, regulate or control Hazardous Materials or any 
Hazardous Material Activity.                                                

(b) Environmental Liabilities. Except as set forth in Section 2.14 of 
the Company Schedule, no action, proceeding, revocation proceeding,         
amendment procedure, writ, injunction or claim is pending, or to Company's  
knowledge, threatened concerning any Company Permit relating to any         
environmental matter, Hazardous Material or any Hazardous Materials         
Activity of Company or any of its subsidiaries. Company is not aware of any 
fact or circumstance which could involve Company or any of its subsidiaries 
in any environmental litigation or impose upon Company or any of its        
subsidiaries any environmental liability.                                   

2.15 [Intentionally left blank.]                                          

2.16 Agreements, Contracts and Commitments. Except as set forth in Section
2.16 of the Company Schedule, neither Company nor any of its subsidiaries is a  
party to or is bound by:                                                        

 (a) any employment or consulting agreement, contract or commitment with
any executive officer or higher level employee or member of Company's Board 
of Directors, other than those that are terminable                          

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by Company or any of its subsidiaries on no more than thirty (30) days'     
notice without liability or financial obligation to Company;                

(b) any agreement or plan, including, without limitation, any stock   
option plan, stock appreciation right plan or stock purchase plan, any of   
the benefits of which will be increased, or the vesting of benefits of      
which will be accelerated, by the occurrence of any of the transactions     
contemplated by this Agreement or the value of any of the benefits of which 
will be calculated on the basis of any of the transactions contemplated by  
this Agreement;                                                             

  (c) any material agreement of indemnification or any guaranty other than
any agreement of indemnification entered into in the ordinary course of     
business;                                                                   

(d) any agreement, contract or commitment containing any covenant     
limiting in any material respect the right of Company or any of its         
subsidiaries to engage in any line of business or to compete with any       
person or granting any exclusive distribution rights;                       

(e) any agreement, contract or commitment that directly or indirectly 
prevents Company or any of its subsidiaries from providing services to or   
performing work for competitors of any customer of Company or any other     
similar restriction imposed on Company by a customer.                       

  (f) any agreement, contract or commitment currently in force relating to
the disposition or acquisition by Company or any of its subsidiaries after  
the date of this Agreement of a material amount of assets not in the        
ordinary course of business or pursuant to which Company has any material   
ownership interest in any corporation, partnership, joint venture or other  
business enterprise other than Company's subsidiaries;                      

(g) any customer, dealer, distributor, marketing or development       
agreement currently in force under which Company or any of its subsidiaries 
have continuing material obligations to provide any product, technology or  
service and which may not be canceled without penalty upon notice of ninety 
(90) days or less, or any material agreement entered into outside the       
ordinary course pursuant to which Company or any of its subsidiaries have   
continuing material obligations to develop any Intellectual Property that   
may not be canceled without penalty upon notice of ninety (90) days or      
less;                                                                       

  (h) any agreement, contract or commitment currently in force and entered
into outside the ordinary course of business to provide source code to any  
third party for any product or technology that is material to Company and   
its subsidiaries taken as a whole;                                          

(i) [Intentionally left blank.]                                       

(j) any mortgages, indentures, guarantees, loans or credit agreements,
security agreements or other agreements or instruments relating to the      
borrowing of money or extension of credit in excess of $2,000,000           
individually;                                                               

 (k) any material settlement agreement entered into within two (2) years
prior to the date of this Agreement;                                        

(l) any agreement entered into in the ordinary course of business     
providing for revenue to Company derived from North America of more than    
$3,000,000; or                                                              

(m) any other agreement, contract or commitment that has a value of   
$5,000,000 or more individually other than in the ordinary course of        
business.                                                                   

 Neither Company nor any of its subsidiaries, nor to Company's knowledge any
other party to a Company Contract (as defined below), is in breach, violation   
or default under, and neither Company nor any of its subsidiaries has received  
written notice that it has breached, violated or defaulted under, any of the    
material terms or conditions of any of the agreements, contracts or commitments 
to which Company or any of its subsidiaries is a party or by which it is bound  
that are required to be disclosed in the Company Schedule (any such agreement,  
contract or commitment, a "Company Contract") in such a manner as would permit  
any other party to cancel or terminate any such Company Contract, or would      
permit any other party to seek material damages or other remedies (for any or   
all of such breaches, violations or defaults, in the aggregate).                

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2.17 Statements; Proxy Statement/Prospectus. None of the information      
supplied or to be supplied by Company for inclusion or incorporation by         
reference in (i) the S-4 (as defined in Section 2.4(b)) will at the time it     
becomes effective under the Securities Act, contain any untrue statement of a   
material fact or omit to state any material fact required to be stated therein  
or necessary in order to make the statements therein not misleading and (ii)    
the proxy statement/prospectus to be sent to the stockholders of Company in     
connection with the meeting of Company's stockholders to consider the adoption  
of this Agreement (the "Company Stockholders' Meeting") (such proxy             
statement/prospectus as amended or supplemented is referred to herein as the    
"Proxy Statement/Prospectus") shall not, on the date the Proxy                  
Statement/Prospectus is first mailed to Company's stockholders, at the time of  
the Company Stockholders' Meeting and at the Effective Time, contain any untrue 
statement of a material fact or omit to state any material fact required to be  
stated therein or necessary in order to make the statements therein, in light   
of the circumstances under which they are made, not false or misleading, or     
omit to state any material fact necessary to correct any statement in any       
earlier communication with respect to the solicitation of proxies for the       
Company Stockholders' Meeting which has become false or misleading. The Proxy   
Statement/Prospectus will comply as to form in all material respects with the   
provisions of the Exchange Act and the rules and regulations thereunder. If at  
any time prior to the Effective Time, any event relating to Company or any of   
its affiliates, officers or directors should be discovered by Company which     
should be set forth in an amendment to the S-4 or a supplement to the Proxy     
Statement/Prospectus, Company shall promptly inform Parent. Notwithstanding the 
foregoing, Company makes no representation or warranty with respect to any      
information supplied by Parent or Merger Sub which is contained in any of the   
foregoing documents.                                                            

2.18 Board Approval. The Board of Directors of Company has, as of the date
of this Agreement, unanimously (i) determined that the Merger is consistent     
with and in furtherance of the long-term business strategy of Company and in    
the best interests of, Company and its stockholders, (ii) approved this         
Agreement, the Merger and the other transactions contemplated by this           
Agreement, (iii) adopted a resolution declaring the Merger Agreement advisable  
and (iv) determined to recommend that the stockholders of Company adopt this    
Agreement.                                                                      

  2.19 State Takeover Statutes. The Board of Directors of Company has approved
the Merger, this Agreement, the Company Voting Agreement and the transactions   
contemplated hereby and thereby, and such approval is sufficient to render      
inapplicable to the Merger, this Agreement, the Company Voting Agreement and    
the transactions contemplated hereby and thereby the provisions of Section 203  
of Delaware Law to the extent, if any, such Section is applicable to the        
Merger, this Agreement, the Company Voting Agreement and the transactions       
contemplated hereby and thereby. To the Company's knowledge, no other state     
takeover statute or similar statute or regulation applies to or purports to     
apply to the Merger, this Agreement, the Company Voting Agreement or the        
transactions contemplated hereby and thereby.                                   

2.20 Fairness Opinion. Company has received a written opinion from Salomon
Smith Barney, Inc., dated as of the date hereof, to the effect that as of the   
date hereof, the Exchange Ratio is fair to Company's stockholders from a        
financial point of view and has delivered to Parent a copy of such opinion.     

2.21 Company Rights Agreement. Company, including its Board of Directors, 
has irrevocably taken all actions necessary to render the Rights Agreement      
inapplicable to the Merger and the other transactions contemplated by this      
Agreement and a copy of the amendment to such Rights Agreement effecting such   
change has been provided to Parent.                                             

2.22 Investment Company. Company is not subject to registration as an     
"investment company" under the Investment Company Act of 1940.                  

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ARTICLE III 

Representations and Warranties of Parent and Merger Sub 

Parent and Merger Sub jointly and severally represent and warrant to      
Company, subject to such exceptions as are disclosed in writing in the          
disclosure Schedule supplied by Parent to Company dated as of the date hereof   
(the "Parent Schedule"), which disclosure shall provide an exception to or      
otherwise qualify the representations or warranties of Parent and Merger Sub    
contained in the Section of this Agreement corresponding by number to such      
disclosure and the other representations and warranties herein to the extent it 
is readily apparent on the face of such disclosure that such disclosure is      
applicable to such other representations or warranties, as follows:             

3.1 Organization of Parent.                                               

(a) Parent and each of its subsidiaries, including Merger Sub, is a   
corporation duly organized, validly existing and in good standing under the 
laws of the jurisdiction of its incorporation; has the corporate power and  
authority to own, lease and operate its assets and property and to carry on 
its business as now being conducted and as proposed to be conducted; and is 
duly qualified to do business and in good standing as a foreign corporation 
in each jurisdiction in which the failure to be so qualified would have a   
Material Adverse Effect on Parent.                                          

(b) Parent has delivered to Company a true and complete list of all of
Parent's subsidiaries, indicating the jurisdiction of incorporation of each 
subsidiary and Parent's equity interest therein (to the extent such entity  
is not wholly owned).                                                       

  (c) Parent has delivered or made available to Company a true and correct
copy of the Certificate of Incorporation and Bylaws of Parent and similar   
governing instruments of each of its material subsidiaries, including       
Merger Sub, each as amended to date, and each such instrument is in full    
force and effect. Neither Parent nor any of its subsidiaries is in          
violation of any of the provisions of its Certificate of Incorporation or   
Bylaws or equivalent governing instruments.                                 

3.2 Parent Capital Structure. The authorized capital stock of Parent      
consists of 600,000,000 shares of Common Stock, par value $0.10 per share, of   
which there were 317,653,609 shares issued and outstanding as of January 31,    
2001 and 500,000 shares of Preferred Stock, par value $0.10 per share, of which 
no shares are issued or outstanding. The authorized capital stock of Merger Sub 
consists of 100 shares of Common Stock, par value $0.10 per share, all of       
which, as of the date hereof, are issued and outstanding and are held by        
Parent. All outstanding shares of Parent Common Stock are duly authorized,      
validly issued, fully paid and non-assessable and are not subject to preemptive 
rights created by statute, the Certificate of Incorporation or Bylaws of Parent 
or any agreement or document to which Parent is a party or by which it is       
bound. As of January 31, 2001, 2001, Parent had reserved an aggregate of        
94,627,729 shares of Parent Common Stock, net of exercises, for issuance to     
employees, consultants and non-employee directors pursuant to Parent's 2000     
Stock Plan, 2000 Nonqualified Stock Option Plan, the 1991 Stock Plan, Non-      
Employee Director Plan, the 1997 Stock Plan and the 1989 Stock Purchase Plan    
(the "Parent Stock Option Plans"), under which options are outstanding for      
62,265,857 shares and under which 32,361,872 shares are available for grant as  
of January 31, 2001. All shares of Parent Common Stock subject to issuance as   
aforesaid, upon issuance on the terms and conditions specified in the           
instruments pursuant to which they are issuable, would be duly authorized,      
validly issued, fully paid and nonassessable.                                   

3.3 Obligations With Respect to Capital Stock. Except as set forth in     
Section 3.2, there are no equity securities, partnership interests or similar   
ownership interests of any class of Parent, or any securities exchangeable or   
convertible into or exercisable for such equity securities, partnership         
interests or similar ownership interests issued, reserved for issuance or       
outstanding. Except for securities Parent owns, directly or indirectly through  
one or more subsidiaries, there are no equity securities, partnership interests 
or similar ownership interests of any class of any subsidiary of Parent, or any 
security exchangeable or convertible into or                                    

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exercisable for such equity securities, partnership interests or similar        
ownership interests issued, reserved for issuance or outstanding. Except as set 
forth in Section 3.2, there are no options, warrants, equity securities,        
partnership interests or similar ownership interests, calls, rights (including  
preemptive rights), commitments or agreements of any character to which Parent  
or any of its subsidiaries is a party or by which it is bound obligating Parent 
or any of its subsidiaries to issue, deliver or sell, or cause to be issued,    
delivered or sold, or repurchase, redeem or otherwise acquire, or cause the     
repurchase, redemption or acquisition, of any shares of capital stock of Parent 
or any of its subsidiaries or obligating Parent or any of its subsidiaries to   
grant, extend, accelerate the vesting of or enter into any such option,         
warrant, equity security, partnership interest or similar ownership interest,   
call, right, commitment or agreement. There are no registration rights and, to  
the knowledge of Parent there are no voting trusts, proxies or other agreements 
or understandings with respect to any equity security of any class of Parent or 
with respect to any equity security, partnership interest or similar ownership  
interest of any class of any of its subsidiaries.                               

3.4 Authority.                                                            

(a) Parent and Merger Sub have all requisite corporate power and      
authority to enter into this Agreement and to consummate the transactions   
contemplated hereby and thereby. The execution and delivery of this         
Agreement and the consummation of the transactions contemplated hereby,     
have been duly authorized by all necessary corporate action on the part of  
Parent and Merger Sub, subject only to the filing and recordation of the    
Certificate of Merger pursuant to Delaware Law. This Agreement has been     
duly executed and delivered by Parent and Merger Sub and, assuming the due  
authorization, execution and delivery by Company constitutes the valid and  
binding obligation of Parent and Merger Sub, enforceable in accordance with 
its terms, except as enforceability may be limited by bankruptcy and other  
similar laws and general principles of equity. The execution and delivery   
of this Agreement by Parent and Merger Sub does not, and the performance of 
this Agreement by Parent and Merger Sub will not, (i) conflict with or      
violate the Certificate of Incorporation or Bylaws of Parent or the         
equivalent organizational documents of any of its subsidiaries, including   
Merger Sub (ii) subject to compliance with the requirements set forth in    
Section 3.4(b) below, conflict with or violate any law, rule, regulation,   
order, judgment or decree applicable to Parent or any of its subsidiaries,  
including Merger Sub or by which its or any of their respective properties  
is bound or affected, or (iii) result in any breach of, or constitute a     
default (or an event that with notice or lapse of time or both would become 
a default) under, or impair Parent's or Merger Sub's rights or alter the    
rights or obligations of any third party under, or give to others any       
rights of termination, amendment, acceleration or cancellation of, or       
result in the creation of a lien or encumbrance on any of the properties or 
assets of Parent or any of its subsidiaries, including Merger Sub pursuant  
to, any material note, bond, mortgage, indenture, contract, agreement,      
lease, license, permit, franchise or other instrument or obligation to      
which Parent or any of its subsidiaries, including Merger Sub is a party or 
by which Parent or any of its subsidiaries, including Merger Sub or its or  
any of their respective properties are bound or affected, except to the     
extent such conflict, violation, breach, default, impairment or other       
effect could not, in the case of clause (ii) or (iii), individually or in   
the aggregate, reasonably be expected to have a Material Adverse Effect on  
Parent.                                                                     

(b) No consent, approval, order or authorization of, or registration, 
declaration or filing with any Governmental Entity is required by or with   
respect to Parent or Merger Sub in connection with the execution and        
delivery of this Agreement or the consummation of the transactions          
contemplated hereby or thereby, except for (i) the filing of a S-4 with the 
SEC in accordance with the Securities Act, (ii) the filing of the           
Certificate of Merger with the Secretary of State of Delaware, (iii) the    
filing of the Proxy Statement/Prospectus with the SEC in accordance with    
the Securities Act, (iv) such consents, approvals, orders, authorizations,  
registrations, declarations and filings as may be required under applicable 
federal and state securities laws and the HSR Act and the laws of any       
foreign country and (v) such other consents, authorizations, filings,       
approvals and registrations which, if not obtained or made, would not be    
material to Parent or Company or have a material adverse effect on the      
ability of the parties to consummate the Merger.                            

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3.5 SEC Filings; Parent Financial Statements.                             

(a) Parent has filed all forms, reports and documents required to be  
filed with the SEC since January 1, 1998. All such required forms, reports  
and documents (including those that Parent may file subsequent to the date  
hereof) are referred to herein as the "Parent SEC Reports." As of their     
respective dates, the Parent SEC Reports (i) were prepared in accordance    
with the requirements of the Securities Act or the Exchange Act, as the     
case may be, and the rules and regulations of the SEC thereunder applicable 
to such Parent SEC Reports, and (ii) did not at the time they were filed    
(or if amended or superseded by a filing prior to the date of this          
Agreement, then on the date of such filing) contain any untrue statement of 
a material fact or omit to state a material fact required to be stated      
therein or necessary in order to make the statements therein, in the light  
of the circumstances under which they were made, not misleading. None of    
Parent's subsidiaries is required to file any forms, reports or other       
documents with the SEC.                                                     

(b) Each of the consolidated financial statements (including, in each 
case, any related notes thereto) contained in the Parent SEC Reports (the   
"Parent Financials"), (i) complied as to form in all material respects with 
the published rules and regulations of the SEC with respect thereto, (ii)   
was prepared in accordance with GAAP applied on a consistent basis          
throughout the periods involved (except as may be indicated in the notes    
thereto or, in the case of unaudited interim financial statements, as may   
be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii)      
fairly presented the consolidated financial position of Parent and its      
subsidiaries at the respective dates thereof and the consolidated results   
of its operations and cash flows for the periods indicated, except that the 
unaudited interim financial statements were or are subject to normal and    
recurring year-end adjustments which were not, or are not expected to be,   
material in amount. The balance sheet of Parent contained in the Parent SEC 
Reports as of October 31, 2000 is hereinafter referred to as the "Parent    
Balance Sheet." Except as disclosed in the Parent Financials, neither       
Parent nor any of its subsidiaries has any liabilities (absolute, accrued,  
contingent or otherwise) of a nature required to be disclosed on a balance  
sheet or in the related notes to the consolidated financial statements      
prepared in accordance with GAAP which are, individually or in the          
aggregate, material to the business, results of operations or financial     
condition of Parent and its subsidiaries taken as a whole, except           
liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred  
since the date of the Parent Balance Sheet in the ordinary course of        
business consistent with past practices.                                    

(c) Parent has heretofore furnished to Company a complete and correct 
copy of any amendments or modifications, which have not yet been filed with 
the SEC but which are required to be filed, to agreements, documents or     
other instruments which previously had been filed by Parent with the SEC    
pursuant to the Securities Act or the Exchange Act.                         

3.6 Absence of Certain Changes or Events. Since the date of the Parent    
Balance Sheet, there has not been: (i) any Material Adverse Effect on Parent,   
(ii) any declaration, setting aside or payment of any dividend on, or other     
distribution (whether in cash, stock or property) in respect of, any of the     
Parent's capital stock, (iii) any split, combination or reclassification of any 
of Parent's capital stock, (iv) any material change by Parent in its accounting 
methods, principles or practices, except as required by concurrent changes in   
GAAP, or (v) any revaluation by Parent of any of its assets, including, without 
limitation, writing down the value of capitalized inventory or writing off      
notes or accounts receivable other than in the ordinary course of business.     

3.7 Compliance; Permits; Restrictions.                                    

(a) Neither Parent nor any of its subsidiaries is, in any respect, in 
conflict with, or in default or violation of (i) any law, rule, regulation, 
order, judgment or decree applicable to Parent or any of its subsidiaries   
or by which its or any of their respective properties is bound or affected, 
or (ii) any note, bond, mortgage, indenture, contract, agreement, lease,    
license, permit, franchise or other instrument or obligation to which       
Parent or any of its subsidiaries is a party or by which Parent or any of   
its subsidiaries or its or any of their respective properties is bound or   
affected, except for such conflict default or violation which would not     
reasonably be expected to have a Material Adverse Effect on Parent. To the  
knowledge of Parent, no investigation or review by any Governmental Entity  
is pending or threatened against Parent                                     

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or its subsidiaries, nor has any Governmental Entity indicated in writing   
to Parent or any subsidiary an intention to conduct the same. To the        
knowledge of Parent, there is no material agreement, judgment, injunction,  
order or decree binding upon Parent or any of its subsidiaries which has or 
could reasonably be expected to have the effect of prohibiting or           
materially impairing any business practice of Parent or any of its          
subsidiaries, any acquisition of material property by Parent or any of its  
subsidiaries or the conduct of business by Parent as currently conducted.   

(b) Parent and its subsidiaries hold all permits, licenses, variances,
exemptions, orders and approvals from governmental authorities which are    
material to the operation of the business of Parent (collectively, the      
"Parent Permits"). Parent and its subsidiaries are in compliance in all     
material respects with the terms of the Parent Permits.                     

 3.8 Litigation. As of the date of this Agreement, there is no action, suit,
proceeding, claim, arbitration or investigation pending, or as to which Parent  
or any of its subsidiaries has received any notice of assertion nor, to         
Parent's knowledge, is there a threatened action, suit, proceeding, claim,      
arbitration or investigation against Parent or any of its subsidiaries which    
reasonably would be likely to be material to Parent, or which in any manner     
challenges or seeks to prevent, enjoin, alter or delay any of the transactions  
contemplated by this Agreement.                                                 

3.9 Environmental Matters.                                                

  (a) Hazardous Materials Activities. Except as would not reasonably be likely
to result in a Material Adverse Effect to Parent (in any individual case or in  
the aggregate), (i) neither Parent nor any of its subsidiaries has transported, 
stored, used, manufactured, disposed of, released or exposed its employees or   
others to Hazardous Materials in violation of any law in effect on or before    
the Closing Date, and (ii) neither Parent nor any of its subsidiaries has       
engaged in Hazardous Materials Activities in violation of any rule, regulation, 
treaty or statute promulgated by any Governmental Entity in effect prior to or  
as of the date hereof to prohibit, regulate or control Hazardous Materials or   
any Hazardous Material Activity.                                                

  (b) Environmental Liabilities. No action, proceeding, revocation proceeding,
amendment procedure, writ, injunction or claim is pending, or to Parent's       
knowledge, threatened concerning any Parent Permit relating to any              
environmental matter, Hazardous Material or any Hazardous Materials Activity of 
Parent or any of its subsidiaries. Parent is not aware of any fact or           
circumstance which could involve Parent or any of its subsidiaries in any       
environmental litigation or impose upon Parent or any of its subsidiaries any   
environmental liability.                                                        

3.10 Labor Matters. (i) There are no controversies pending or, to the     
knowledge of each of Parent and its respective subsidiaries, threatened,        
between Parent or any of its subsidiaries and any of their respective employees 
which controversies have had, or would reasonably be expected to have a         
Material Adverse Effect on Parent; (ii) as of the date of this Agreement,       
neither Parent nor any of its subsidiaries is a party to any collective         
bargaining agreement or other labor union contract applicable to persons        
employed by Parent or its subsidiaries nor does Parent or its subsidiaries know 
of any activities or proceedings of any labor union to organize any such        
employees; and (iii) as of the date of this Agreement, neither Parent nor any   
of its subsidiaries has any knowledge of any strikes, slowdowns, work stoppages 
or lockouts, or threats thereof, by or with respect to any employees of Parent  
or any of its subsidiaries.                                                     

3.11 Statements; Proxy Statement/Prospectus. None of the information      
supplied or to be supplied by Parent for inclusion or incorporation by          
reference in (i) the S-4 will at the time it becomes effective under the        
Securities Act, contain any untrue statement of a material fact or omit to      
state any material fact required to be stated therein or necessary in order to  
make the statements therein not misleading and (ii) the Proxy                   
Statement/Prospectus shall not, on the date the Proxy Statement/Prospectus is   
first mailed to Company's stockholders, at the time of the Company              
Stockholders' Meeting and at the Effective Time, contain any untrue statement   
of a material fact or omit to state any material fact required to be stated     
therein or necessary in order to make the statements therein, in light of the   
circumstances under which they are made, not false or                           

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misleading, or omit to state any material fact necessary to correct any         
statement in any earlier communication with respect to the solicitation of      
proxies for the Company Stockholders' Meeting which has become false or         
misleading. The Proxy Statement/Prospectus will comply as to form in all        
material respects with the provisions of the Securities Act and the rules and   
regulations thereunder. If at any time prior to the Effective Time, any event   
relating to Parent or any of its affiliates, officers or directors should be    
discovered by Parent which should be set forth in an amendment to the S-4 or a  
supplement to the Proxy Statement/Prospectus, Parent shall promptly inform      
Company. Notwithstanding the foregoing, Parent makes no representation or       
warranty with respect to any information supplied by Company which is contained 
in any of the foregoing documents.                                              

 3.12 Board Approval. The Boards of Directors of Parent and Merger Sub have,
as of the date of this Agreement, (i) determined that the Merger is consistent  
with and in furtherance of the long-term business strategy of Parent or Merger  
Sub, as the case may be, and fair to, and in the best interests of, Parent or   
Merger Sub, as the case may be, and (ii) duly approved the Merger, this         
Agreement and the other transactions contemplated hereby and (iii) adopted a    
resolution declaring the Merger Agreement advisable and approving the Share     
Issuance (in the case of Parent).                                               

  3.13 Parent Intellectual Property. To the knowledge of Parent, the operation
of the business of Parent and its subsidiaries as such business currently is    
conducted does not materially infringe or misappropriate the Intellectual       
Property of any third party where such infringement would have a Material       
Adverse Effect on Parent.                                                       

3.14 Taxes. Parent and each of its subsidiaries have timely filed all     
Returns relating to Taxes required to be filed by Parent and each of its        
subsidiaries with any Tax authority, except such Returns which are not material 
to Company, and such Returns are true and correct in all material respects and  
have been completed in accordance with applicable law. Parent and each of its   
subsidiaries have timely paid all Taxes shown to be due on such Returns.        
Neither Parent nor any of its subsidiaries has been delinquent in the payment   
of any material Tax nor is there any material Tax deficiency outstanding,       
proposed or assessed against Parent or any of its subsidiaries. Neither Parent  
nor any of its subsidiaries has any liability for any material unpaid Taxes     
which has not been accrued for or reserved on the Parent Balance Sheet in       
accordance with GAAP, whether asserted or unasserted, contingent or otherwise,  
other than any liability for unpaid Taxes that may have accrued since October   
31, 2000 in connection with the operation of the business of Parent and its     
subsidiaries in the ordinary course. Neither Parent nor any of its subsidiaries 
has taken any action or knows of any fact that is reasonably likely to prevent  
the Merger from qualifying as a "reorganization" within the meaning of Section  
368(a) of the Code.                                                             

ARTICLE IV

Conduct of Business Prior to the Effective Time 

4.1 Conduct of Business by Company.                                       

(a) Except as set forth on Schedule 4.1(a), during the period from the
date of this Agreement and continuing until the earlier of the termination  
of this Agreement pursuant to its terms or the Effective Time, Company and  
each of its subsidiaries shall, except to the extent that Parent shall      
otherwise consent in writing, which consent shall not be unreasonably       
withheld, carry on its business in the ordinary course substantially        
consistent with past practice and in substantial compliance with all        
applicable laws and regulations, and use its commercially reasonable        
efforts substantially consistent with past practices and policies to (i)    
preserve intact its present business organization, (ii) keep available the  
services of its present executive officers and employees, and (iii)         
preserve its relationships with customers, suppliers, distributors,         
licensors, licensees and others with which it has material business         
dealings.                                                                   

(b) In addition, without the prior written consent of Parent, which   
shall not be unreasonably withheld, during the period from the date of this 
Agreement and continuing until the earlier of the                           

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termination of this Agreement pursuant to its terms or the Effective Time,  
Company shall not, except as set forth on Schedule 4.1(a), do any of the    
following and shall not permit its subsidiaries to do any of the following: 

 (i) Except as required by law or pursuant to the terms of a Plan in
effect as of the date hereof, waive any stock repurchase rights,        
accelerate, amend or change the period of exercisability of options or  
restricted stock, or reprice options granted under any employee,        
consultant, director or other stock plans or authorize cash payments in 
exchange for any options granted under any of such plans;               

(ii) Grant any severance or termination pay to any officer or a   
higher level employee except pursuant to written agreements             
outstanding, or policies or practices existing, on the date hereof and  
as previously disclosed in writing or made available to Parent, or      
adopt any new severance plan, or amend or modify or alter in any manner 
any severance plan, agreement or arrangement existing on the date       
hereof;                                                                 

(iii) Other than in the ordinary course of business substantially 
consistent with past practices, transfer or license to any person or    
entity or otherwise extend, amend or modify any rights to the Company   
Intellectual Property, or enter into grants to transfer or license to   
any person future patent rights;                                        

 (iv) Except as described in Schedule 4.1(b)(iv) hereto (x) declare,
set aside or pay any dividends on or make any other distributions       
(whether in cash, stock, equity securities or property) in respect of   
any capital stock or (y) split, combine or reclassify any capital stock 
or issue or authorize the issuance of any other securities in respect   
of, in lieu of or in substitution for any capital stock;                

(v) Except as described in Schedule 4.1(b)(v) hereto, purchase,   
redeem or otherwise acquire, directly or indirectly, any shares of      
capital stock of Company or its subsidiaries, except repurchases of     
unvested shares in connection with the termination of the employment    
relationship with any employee pursuant to stock option or purchase     
agreements in effect on the date hereof (or any such agreements entered 
into in the ordinary course consistent with past practice by Company    
with employees hired after the date hereof);                            

 (vi) Issue, deliver, sell, authorize, pledge or otherwise encumber,
or propose any of the foregoing, with respect to any shares of capital  
stock or any securities convertible into shares of capital stock, or    
subscriptions, rights, warrants or options to acquire any shares of     
capital stock or any securities convertible into shares of capital      
stock, or enter into other agreements or commitments of any character   
obligating it to issue any such shares or convertible securities, other 
than (x) the issuance, delivery and/or sale of (A) shares of Company    
Common Stock pursuant to the exercise of stock options or warrants      
outstanding as of the date of this Agreement and (B) shares of Company  
Common Stock in accordance with the Earn-Out Agreement, and (y) the     
granting of stock options in the ordinary course of business in such    
amounts and in all other respects substantially consistent with past    
practices.                                                              

(vii) Cause, permit or submit to a vote of Company's stockholders 
any amendments to the Company Charter Documents (or similar governing   
instruments of any of its subsidiaries);                                

(viii) Acquire, or agree to acquire, by merging or consolidating  
with, or by purchasing any equity interest in or a portion of the       
assets of, or by any other manner, any business or any corporation,     
partnership, association or other business organization or division     
thereof, or otherwise acquire or agree to enter into any joint ventures 
or strategic partnerships except, in each instance, any such            
acquisition which is (x) in the ordinary course of business of Company  
or its subsidiaries or (y) not material to Company and its subsidiaries 
taken as a whole;                                                       

(ix) Sell, lease, license, encumber or otherwise dispose of any   
assets (including capital stock of subsidiaries) which are material,    
individually or in the aggregate, to Company, except (i) internal       
reorganizations or consolidations involving existing subsidiaries, (ii) 
other dispositions of assets if the                                     

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fair market value of such assets does not exceed in the aggregate       
$1,000,000 and (iii) in the ordinary course of business;                

(x) Incur any indebtedness for borrowed money in excess of        
$1,000,000, or guarantee any such indebtedness of another person (other 
than indebtedness of owned subsidiaries), issue or sell any debt        
securities or options, warrants, calls or other rights to acquire any   
debt securities of Company, enter into any agreement to maintain any    
financial statement condition or enter into any arrangement having the  
economic effect of any of the foregoing other than in connection with   
the financing of working capital consistent with past practice or enter 
into any transaction involving more than $500,000 in capital            
expenditures, other than ordinary capital expenditures;                 

(xi) Adopt or amend any Plan or any employee stock purchase or    
employee stock option plan; or enter into any employment contract or    
collective bargaining agreement (other than offer letters and letter    
agreements entered into in the ordinary course of business consistent   
with past practice with employees who are terminable "at will"); pay    
any special bonus or special remuneration to any director or employee;  
or increase the salaries or wage rates or fringe benefits (including    
rights to severance or indemnification) of its directors, officers,     
employees or consultants except, in each case, in the ordinary course   
of business or as may be required by law;                               

 (xii) (A) pay, discharge, settle or satisfy any material litigation
(whether or not commenced prior to the date of this Agreement) or any   
material claims, liabilities or obligations (absolute, accrued,         
asserted or unasserted, contingent or otherwise), other than the        
payment, discharge, settlement or satisfaction, in the ordinary course  
of business substantially consistent with past practice or payment or   
satisfaction of liabilities recognized or disclosed in the most recent  
financial statements (or the notes thereto) of Company included in the  
Company SEC Reports or incurred since the date of such financial        
statements or disclosed in Section 2.9 or 2.10 of the Company Schedule  
in accordance with their terms, provided, that the settlement of any    
material litigation shall require the written consent of Parent, or (B) 
waive the benefits of, agree to modify in any material manner,          
terminate, release any person from or knowingly fail to enforce the     
confidentiality or nondisclosure provisions of any material agreement   
to which Company or any of its subsidiaries is a party or of which      
Company or any of its subsidiaries is a beneficiary;                    

(xiii) Except in the ordinary course of business consistent with  
past practice, modify, amend or terminate any Company Contract          
disclosed in Section 2.16 of the Company Schedule or waive, delay the   
exercise of, release or assign any material rights or claims            
thereunder;                                                             

  (xiv) Except as required by GAAP, revalue any of its material assets
or make any change in accounting methods, principles or practices;      

  (xv) Engage in any action that would reasonably be expected to cause
the Merger to fail to qualify as a "reorganization" under Section       
368(a) of the Code, whether or not, otherwise permitted by the          
provisions of this Article IV;                                          

(xvi) Make any Tax election or accounting method change (except as
required by GAAP or applicable Tax law) inconsistent with past practice 
that, individually or in the aggregate, is reasonably likely to affect  
the Tax liability or Tax attributes of Company or any of its            
subsidiaries, settle or compromise any Tax liability or consent to any  
extension or waiver of any limitation period with respect to Taxes that 
is reasonably likely to have a Material Adverse Effect on Company;      

 (xvii) Redeem the Rights Plan or amend, modify (other than to delay
any "distribution date" therein until immediately prior to the          
expiration of a tender or exchange offer) or terminate the Rights Plan  
prior to the Effective Time unless required to do so by a court of      
competent jurisdiction; or                                              

(xviii) Agree in writing or otherwise to take any of the actions  
described in paragraphs (i) through (xvii) above.                       

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4.2 Conduct of Business by Parent. During the period from the date of this
Agreement and continuing until the earlier of the termination of this Agreement 
pursuant to its terms or the Effective Time, Parent shall not, except to the    
extent that Company shall otherwise consent in writing:                         

(a) Declare, set aside or pay any extraordinary non-stock dividend or 
distribution;                                                               

(b) Cause, permit or submit to a vote of Parent's stockholders any    
amendments to the Parent Certificate of Incorporation or bylaws or permit   
Merger Sub to amend its Certificate of Incorporation or bylaws, except as   
specifically contemplated in Article I hereof, which amendments would       
adversely affect the rights of Parent Common Stock;                         

 (c) Engage in any action that would reasonably be expected to cause the
Merger to fail to qualify as a "reorganization" under Section 368(a) of the 
Code, whether or not, otherwise permitted by the provisions of this Article 
IV;                                                                         

(d) Agree in writing or otherwise to take any of the actions described
in paragraphs (a) through (c) above.                                        

ARTICLE V 

Additional Agreements 

5.1 Proxy Statement/Prospectus; S-4; Other Filings; Board Recommendations.

(a) As promptly as practicable after the execution of this Agreement, 
Parent and Company shall jointly prepare and Parent shall file with the SEC 
the S-4, which shall include a document or documents that will constitute   
(i) the prospectus forming part of the registration statement on the S-4    
and (ii) the Proxy Statement/Prospectus. Each of the parties hereto shall   
use all commercially reasonable efforts to cause the S-4 to become          
effective as promptly as practicable after the date hereof, and, prior to   
the effective date of the S-4. Each of Parent and Company shall provide     
promptly to the other such information concerning its business and          
financial statements and affairs as, in the reasonable judgment of the      
providing party as advised by its counsel, may be required or appropriate   
for inclusion in the Proxy Statement/Prospectus and the S-4, or in any      
amendments or supplements thereto, and cause its counsel and auditors to    
reasonably cooperate with the other's counsel and auditors in the           
preparation of the Proxy Statement/Prospectus and the S-4. As promptly as   
practicable after the effective date of the S-4, the Proxy                  
Statement/Prospectus shall be mailed to the stockholders of Company. Each   
of the parties hereto shall cause the Proxy Statement/Prospectus to comply  
in all material respects as to form and substance with respect to such      
party with the applicable requirements of (i) the Exchange Act, (ii) the    
Securities Act, and (iii) the rules and regulations of the Nasdaq. As       
promptly as practicable after the date of this Agreement, each of Company   
and Parent will prepare and file any other filings required to be filed by  
it under the Exchange Act, the Securities Act or any other Federal, foreign 
or Blue Sky or related laws relating to the Merger and the transactions     
contemplated by this Agreement (the "Other Filings"). Prior to the          
Effective Time, Parent shall use its commercially reasonable efforts to     
obtain all regulatory approvals needed to ensure that the Parent Common     
Stock to be issued in the Merger will be registered or qualified under the  
securities law of every jurisdiction in the United States in which any      
registered holder of Company Common Stock has an address of record on the   
record date for determining the stockholders entitled to notice of and to   
vote at the Company Stockholders' Meeting; provided that Parent shall not   
be required to consent to the service of process in any jurisdiction in     
which it is not so subject. Each of Company and Parent will notify the      
other promptly upon the receipt of any comments from the SEC or its staff   
or any other government officials of the receipt of notice that the S-4 has 
become effective, of the issuance of any stop order, of the suspension of   
the qualification of the Parent Common Stock issuable in connection with    
the Merger for offering or sale in any jurisdiction, or of any request by   
the SEC or its staff or any other government officials for amendments or    
supplements to the S-4, the Proxy Statement/Prospectus or any Other Filing  
or for additional information and, except as may be prohibited by any       
Governmental Entity or                                                      

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by any law applicable to such party, will supply the other with copies of   
all correspondence between such party or any of its representatives, on the 
one hand, and the SEC or its staff or any other government officials, on    
the other hand, with respect to the S-4, the Proxy Statement/Prospectus,    
the Merger or any Other Filing. Each of Company and Parent will cause all   
documents that it is responsible for filing with the SEC or other           
regulatory authorities under this Section 5.2(a) to comply in all material  
respects with all applicable requirements of law and the rules and          
regulations promulgated thereunder.                                         

(b) The Proxy Statement/Prospectus shall (i) solicit the approval of  
this Agreement and the Merger and include the recommendation of the Board   
of Directors of Company to Company's stockholders that they vote in favor   
of approval of this Agreement and the Merger, subject to the right of the   
Board of Directors of the Company to withdraw its recommendation pursuant   
to Section 5.2(c) of this Agreement, and (ii) include the opinion of        
Salomon Smith Barney, Inc. referred to in Section 2.20; provided, however,  
that the Board of Directors of Company shall submit this Agreement to       
Company's stockholders whether or not at any time subsequent to the date    
hereof such board determines that it can no longer make such                
recommendation.                                                             

(c) Each of Parent and Company shall promptly inform the other of any 
event which is required to be set forth in an amendment or supplement to    
the Proxy Statement/Prospectus, the S-4 or any Other Filing and each of     
Parent and Company shall amend or supplement the Proxy Statement/Prospectus 
to the extent required by law to do so. No amendment or supplement to the   
Proxy Statement/Prospectus or the S-4 shall be made without the approval of 
Parent and Company, which approval shall not be unreasonably withheld or    
delayed.                                                                    

5.2 Stockholder Meetings.                                                 

(a) Company shall call and hold the Company Stockholders' Meeting as  
promptly as practicable after the date hereof for the purpose of voting     
upon the approval of this Agreement and the Merger, pursuant to the Proxy   
Statement/Prospectus. Nothing herein shall prevent Company from adjourning  
or postponing the Company Stockholders' Meeting if there are insufficient   
shares of Company Common Stock necessary to conduct business at its meeting 
of the stockholders. Unless Company's Board of Directors has withdrawn its  
recommendation of this Agreement and the Merger in compliance with Section  
5.2(c), Company shall use commercially reasonable efforts to solicit from   
its stockholders proxies in favor of the approval of this Agreement and the 
Merger pursuant to the Proxy Statement/Prospectus. Company's obligation to  
call, give notice of, convene and hold the Company Stockholders' Meeting in 
accordance with this Section 5.2(a) shall not be limited to or otherwise    
affected by the commencement, disclosure, announcement or submission to     
Company of any Acquisition Proposal or any change in the Board of Directors 
recommendation regarding the Merger.                                        

(b) Subject to Section 5.2(c): (i) the Board of Directors of Company  
shall recommend that Company's stockholders vote in favor of and adopt and  
approve this Agreement and the Merger at the Company Stockholders' Meeting; 
(ii) the Proxy Statement/Prospectus shall include a statement to the effect 
that the Board of Directors of Company has recommended that Company's       
stockholders vote in favor of and adopt and approve this Agreement and the  
Merger at the Company Stockholders' Meeting; and (iii) neither the Board of 
Directors of Company nor any committee thereof shall withdraw, amend or     
modify, or propose or resolve to withdraw, amend or modify in a manner      
adverse to Parent, the recommendation of the Board of Directors of Company  
that Company's stockholders vote in favor of and adopt and approve this     
Agreement and the Merger.                                                   

(c) Nothing in this Agreement shall prevent the Board of Directors of 
Company from withholding, withdrawing, amending or modifying its            
recommendation in favor of the Merger if the Board of Directors of Company  
reasonably concludes in good faith, after consultation with its outside     
counsel, that the failure to withhold, withdraw, amend or modify such       
recommendation would be inconsistent with its fiduciary obligations under   
applicable law. Nothing contained in this Section 5.2 shall limit Company's 
obligation to hold and convene the Company Stockholders' Meeting            
(regardless of whether the recommendation of the Board of Directors of      
Company shall have been withdrawn, amended or modified).                    

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5.3 Confidentiality; Access to Information.                               

 (a) Confidentiality Agreement. The parties acknowledge that Company and
Parent have previously executed Confidentiality Agreements, each dated as   
of March 1, 2001 (the "Confidentiality Agreements"), which Confidentiality  
Agreements will continue in full force and effect in accordance with their  
respective terms.                                                           

(b) Access to Information. Each of Company and Parent will afford the 
other and the other's accountants, counsel and other representatives        
reasonable access during normal business hours, upon reasonable notice, to  
its properties, books, records and personnel during the period prior to the 
Effective Time to obtain all information concerning its business, including 
the status of product development efforts, properties, results of           
operations and personnel, as the other may reasonably request. No           
information or knowledge obtained by Company or Parent in any investigation 
pursuant to this Section 5.3 will affect or be deemed to modify any         
representation or warranty contained herein or the conditions to the        
obligations of the parties to consummate the Merger.                        

5.4 No Solicitation.                                                      

(a) From and after the date of this Agreement until the Effective Time
or termination of this Agreement pursuant to Article VII, Company and its   
subsidiaries will not, nor will they authorize or permit any of their       
respective officers, directors, affiliates or employees or any investment   
banker, attorney or other advisor or representative retained by any of them 
to, directly or indirectly (i) solicit, initiate, encourage or induce the   
making, submission or announcement of any Acquisition Proposal (as defined  
below), (ii) participate in any discussions or negotiations regarding, or   
furnish to any person any non-public information with respect to, or take   
any other action to facilitate any inquiries or the making of any proposal  
that constitutes or may reasonably be expected to lead to, any Acquisition  
Proposal, (iii) engage in discussions with any person with respect to any   
Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition    
Proposal or (v) enter into any letter of intent or similar document or any  
contract, agreement or commitment contemplating or otherwise relating to    
any Acquisition Transaction (as defined below); provided, however, this     
Section 5.4(a) shall not prohibit Company from (A) furnishing information   
regarding Company and its subsidiaries to, entering into a confidentiality  
agreement with or entering into discussions with, any person or group in    
response to a Superior Offer submitted by such person or group (and not     
withdrawn) if (1) neither Company nor any representative of Company and its 
subsidiaries shall have violated any of the restrictions set forth in this  
Section 5.4, (2) the Board of Directors of Company concludes in good faith, 
after consultation with its outside legal counsel, that the failure to take 
such action would be inconsistent with its fiduciary duties under           
applicable law, (3) (x) at least two business days prior to furnishing any  
such nonpublic information to, or entering into discussions or negotiations 
with, such person or group, Company gives Parent written notice of the      
identity of such person or group and of Company's intention to furnish      
nonpublic information to, or enter into discussions or negotiations with,   
such person or group and (y) Company receives from such person or group an  
executed confidentiality agreement containing customary limitations on the  
use and disclosure of all written and oral information furnished to such    
person or group by or on behalf of Company, and (4) contemporaneously with  
furnishing such information to any such person or group, Company furnishes  
such information to Parent (to the extent such information has not been     
previously furnished by Company to Parent) (B) approving, endorsing or      
recommending any Superior Offer in the event that (i) a Superior Offer (as  
defined below) is made to Company and not withdrawn, (ii) neither Company   
nor any of its representatives shall have violated any of the restrictions  
set forth in this Section 5.4 with respect to such Superior Offer, and      
(iii) the Board of Directors of Company reasonably concludes in good faith, 
after consultation with its outside counsel, that the failure, in light of  
such Superior Offer, to withhold, withdraw, amend or modify such            
recommendation would be inconsistent with its fiduciary obligations under   
applicable law or (C) complying with Rule 14e-2 promulgated under the       
Exchange Act with regard to an Acquisition Proposal with respect to which   
no violation of this Section 5.4 shall have occurred. Company and its       
subsidiaries will immediately cease any and all existing activities,        
discussions or                                                              

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negotiations with any parties conducted heretofore with respect to any      
Acquisition Proposal. Without limiting the foregoing, it is understood that 
any violation of the restrictions set forth in the preceding two sentences  
by any officer or director of Company or any of its subsidiaries or any     
investment banker, attorney or other advisor or representative of Company   
or any of its subsidiaries shall be deemed to be a violation of this        
Section 5.4 by Company. In addition to the foregoing, Company shall (i)     
provide Parent with at least forty-eight (48) hours prior notice (or such   
lesser prior notice as provided to the members of Company's Board of        
Directors) of any meeting of Company's Board of Directors at which          
Company's Board of Directors is reasonably expected to consider a Superior  
Offer together with the material terms of such Superior Offer (including    
the identity of the offeror) and (ii) provide Parent with at least three    
(3) business days prior written notice (or such lesser prior notice as      
provided to the members of Company's Board of Directors) of a meeting of    
Company's Board of Directors at which Company's Board of Directors is       
reasonably expected to recommend a Superior Offer to its stockholders and   
together with such notice a copy of the definitive documentation relating   
to such Superior Offer.                                                     

 For purposes of this Agreement, "Superior Offer" shall mean an unsolicited,
bona fide written offer made by a third party to consummate any of the          
following transactions: (i) a merger, consolidation, business combination,      
recapitalization, liquidation, dissolution or similar transaction involving     
Company pursuant to which the stockholders of Company immediately preceding     
such transaction hold less than 51% of the equity interest in the surviving or  
resulting entity of such transaction; (ii) a sale or other disposition by       
Company of all or substantially all of its assets, or (iii) the acquisition by  
any person or group (including by way of a tender offer or an exchange offer or 
issuance by Company), directly or indirectly, of beneficial ownership or a      
right to acquire beneficial ownership of shares representing in excess of 51%   
of the voting power of the then outstanding shares of capital stock of Company, 
in each case on terms that the Board of Directors of Company determines, in its 
reasonable judgment (based on advice of its outside financial advisor) to be    
more favorable to Company's stockholders than the terms of the Merger;          
provided, however, that any such offer shall not be deemed to be a "Superior    
Offer" if any financing required to consummate the transaction contemplated by  
such offer is not committed or is not likely in the good faith judgment of      
Company's Board of Directors (after consultation with its outside financial     
advisor) to be obtained by such third party on a timely basis.                  

 For purposes of this Agreement, "Acquisition Proposal" shall mean any offer
or proposal (other than an offer or proposal by Parent) relating to any         
Acquisition Transaction. For the purposes of this Agreement, "Acquisition       
Transaction" shall mean any transaction or series of related transactions other 
than the transactions contemplated by this Agreement involving: (A) any         
acquisition or purchase from Company by any person or "group" (as defined under 
Section 13(d) of the Exchange Act and the rules and regulations thereunder) of  
more than a 15% interest in the total outstanding voting securities of Company  
or any of its subsidiaries or any tender offer or exchange offer that if        
consummated would result in any person or "group" (as defined under Section     
13(d) of the Exchange Act and the rules and regulations thereunder)             
beneficially owning 15% or more of the total outstanding voting securities of   
Company or any of its subsidiaries or any merger, consolidation, business       
combination or similar transaction involving Company pursuant to which the      
stockholders of Company immediately preceding such transaction hold less than   
85% of the equity interests in the surviving or resulting entity of such        
transaction; (B) any sale, lease (other than in the ordinary course of          
business), exchange, transfer, license (other than in the ordinary course of    
business), acquisition or disposition of more than 15% of the assets of         
Company; or (C) any liquidation or dissolution of Company.                      

  (b) In addition to the obligations of Company set forth in paragraph (a)
of this Section 5.4, Company as promptly as practicable shall advise Parent 
orally and in writing of any request received by Company for nonpublic      
information which Company reasonably believes would lead to an Acquisition  
Proposal or of any Acquisition Proposal, or any inquiry received by Company 
with respect to, or which Company reasonably believes would lead to any     
Acquisition Proposal, the material terms and conditions of such request,    
Acquisition Proposal or inquiry, and the identity of the person or group    
making any such request, Acquisition Proposal or inquiry. Company will keep 
Parent informed in all material respects of the status and details          
(including material amendments or proposed amendments) of any such request, 
Acquisition Proposal or inquiry.                                            

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 5.5 Public Disclosure. Parent and Company will consult with each other, and
to the extent practicable, agree, before issuing any press release or otherwise 
making any public statement with respect to the Merger, this Agreement or an    
Acquisition Proposal and will not issue any such press release or make any such 
public statement prior to such consultation, except as may be required by law   
or any listing agreement with a national securities exchange or Nasdaq, in      
which case reasonable efforts to consult with the other party will be made      
prior to such release or public statement. The parties have agreed to the text  
of the joint press release announcing the signing of this Agreement.            

5.6 Commercially Reasonable Efforts; Notification.                        

(a) Upon the terms and subject to the conditions set forth in this    
Agreement, each of the parties agrees to use commercially reasonable        
efforts to take, or cause to be taken, all actions, and to do, or cause to  
be done, and to assist and cooperate with the other parties in doing, all   
things necessary, proper or advisable to consummate and make effective, in  
the most expeditious manner practicable, the Merger and the other           
transactions contemplated by this Agreement, including to accomplish the    
following: (i) causing the conditions precedent set forth in Article VI to  
be satisfied; (ii) obtaining all necessary actions or nonactions, waivers,  
consents, approvals, orders and authorizations from Governmental Entities;  
(iii) making all necessary registrations, declarations and filings          
(including registrations, declarations and filings with Governmental        
Entities, if any); (iv) avoiding any suit, claim, action, investigation or  
proceeding by any Governmental Entity challenging the Merger or any other   
transaction contemplated by this Agreement; (v) obtaining all consents,     
approvals or waivers from third parties required as a result of the         
transactions contemplated in this Agreement; (vi) defending any suits,      
claims, actions, investigations or proceedings, whether judicial or         
administrative, challenging this Agreement or the consummation of the       
transactions contemplated hereby, including seeking to have any stay or     
temporary restraining order entered by any court or other Governmental      
Entity vacated or reversed; (vii) executing or delivering any additional    
instruments reasonably necessary to consummate the transactions             
contemplated by, and to fully carry out the purposes of, this Agreement and 
(viii) to cause the Merger to qualify as a "reorganization" under Section   
368(a) of the Code. In connection with and without limiting the foregoing,  
subject to the other terms and conditions hereof, Company and its Board of  
Directors shall, if any state takeover statute or similar statute or        
regulation is or becomes applicable to the Merger, this Agreement or any of 
the transactions contemplated by this Agreement, use commercially           
reasonable efforts to ensure that the Merger and the other transactions     
contemplated by this Agreement may be consummated as promptly as            
practicable on the terms contemplated by this Agreement and otherwise to    
minimize the effect of such statute or regulation on the Merger, this       
Agreement and the transactions contemplated hereby.                         

 (b) Company shall give prompt notice to Parent upon becoming aware that
any representation or warranty made by it contained in this Agreement has   
become untrue or inaccurate, or of any failure of Company to comply with or 
satisfy in any material respect any covenant, condition or agreement to be  
complied with or satisfied by it under this Agreement, in each case, where  
the conditions set forth in Section 6.3(a) or Section 6.3(b) would not be   
satisfied as a result thereof; provided, however, that no such notification 
shall affect the representations, warranties, covenants or agreements of    
the parties or the conditions to the obligations of the parties under this  
Agreement.                                                                  

 (c) Parent shall give prompt notice to Company upon becoming aware that
any representation or warranty made by it or Merger Sub contained in this   
Agreement has become untrue or inaccurate, or of any failure of Parent or   
Merger Sub to comply with or satisfy in any material respect any covenant,  
condition or agreement to be complied with or satisfied by it under this    
Agreement, in each case, where the conditions set forth in Section 6.2(a)   
or Section 6.2(b) would not be satisfied as a result thereof; provided,     
however, that no such notification shall affect the representations,        
warranties, covenants or agreements of the parties or the conditions to the 
obligations of the parties under this Agreement.                            

 5.7 Third Party Consents. As soon as practicable following the date hereof,
Parent and Company will each use its commercially reasonable efforts to obtain  
any consents, waivers and approvals under any of its or its subsidiaries'       
respective material agreements, contracts, licenses or leases required to be    
obtained in                                                                     

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connection with the consummation of the transactions contemplated hereby and    
necessary to enable the business of Company or Parent, as the case may be, to   
be operated following the Closing in substantially the same matter as currently 
conducted.                                                                      

5.8 [Intentionally left blank.]                                           

5.9 Stock Options; Employee Benefits.                                     

(a) Stock Options. At the Effective Time, each outstanding option to  
purchase shares of Company Common Stock (each, a "Company Stock Option")    
under the Company Option Plans, whether or not vested, shall be assumed by  
Parent. Each Company Stock Option so assumed by Parent under this Agreement 
will continue to have, and be subject to, the same terms and conditions of  
such Company Stock Options immediately prior to the Effective Time          
(including, without limitation, any repurchase rights or vesting provisions 
and provisions regarding the acceleration of vesting on certain             
transactions, other than the transactions contemplated by this Agreement),  
except that (i) each Company Stock Option will be exercisable (or will      
become exercisable in accordance with its terms) for that number of whole   
shares of Parent Common Stock equal to the product of the number of shares  
of Company Common Stock that were issuable upon exercise of such Company    
Stock Option immediately prior to the Effective Time multiplied by the      
Exchange Ratio, rounded down to the nearest whole number of shares of       
Parent Common Stock and (ii) the per share exercise price for the shares of 
Parent Common Stock issuable upon exercise of such assumed Company Stock    
Option will be equal to the quotient determined by dividing the exercise    
price per share of Company Common Stock at which such Company Stock Option  
was exercisable immediately prior to the Effective Time by the Exchange     
Ratio, rounded up to the nearest whole cent. Parent shall comply with the   
terms of all such Company Stock Options and use its best efforts to ensure, 
to the extent required by and subject to the provisions of, the Company     
Option Plans, and to the extent permitted under the Code, that any Company  
Stock Options that qualified for tax treatment as incentive stock options   
under Section 422 of the Code prior to the Effective Time continue to so    
qualify after the Effective Time. Parent shall take all corporate actions   
necessary to reserve for issuance a sufficient number of shares of Parent   
Common Stock for delivery upon exercise of assumed Company Stock Options on 
the terms set forth in this Section 5.8(a). As soon as practicable after    
the Effective Time, Parent shall deliver to each holder of a Company Stock  
Option a document evidencing the foregoing assumption of such Company Stock 
Option by Parent.                                                           

(b) [Intentionally left blank.]                                       

(c) [Intentionally left blank.]                                       

  (d) Comparability of Employee Benefits. Following the Effective Time and
for one year thereafter, Parent shall provide continuing employees of       
Company and its Affiliates (the "Continuing Employees") with: (a)           
substantially similar compensation, employee benefits, and terms and        
conditions of employment, in the aggregate, as Parent provides to           
similarly-situated employees of Parent; or (b) compensation, employee       
benefits, and terms and conditions of employment that are substantially-    
similar in the aggregate, to those of Company as in effect immediately      
prior to Closing; or (c) a combination of clauses (a) and (b); provided     
that compensation, employee benefits, and terms and conditions of           
employment, in the aggregate, are substantially-similar to those in effect  
for Continuing Employees immediately prior to Closing. Each Continuing      
Employee shall--following the Closing Date, to the extent permitted by law  
and applicable tax qualification requirements, and subject to any generally 
applicable break in service or similar rule, and the approval of any        
insurance carrier, third party provider or the like with reasonable efforts 
of the Parent--receive service credit for purposes of eligibility to        
participate and vesting (but not for benefit accrual purposes) for          
employment, compensation, and employee benefit plan purposes with the       
Company and its Affiliates or its subsidiaries prior to the Closing Date.   
Notwithstanding any of the foregoing to the contrary, none of the           
provisions contained herein shall operate to duplicate any benefit provided 
to any Continuing Employee or the funding of any such benefit.              

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  (e) Earn-Out Rights. At the Effective Time, each right to acquire shares
of Company Common Stock under the Earn-Out Agreement (the "Earn-Out         
Rights") shall become a right to acquire shares of Parent Common Stock      
pursuant to the formula set forth in Section 4.4 of the Earn-Out Agreement, 
and for purposes of such calculation, the term "Share" shall mean Parent    
Common Stock. Parent shall take all corporate actions necessary to reserve  
for issuance a sufficient number of shares of Parent Common Stock for       
delivery upon exercise of the Earn-Out Rights on the terms set forth in     
this Section 5.8(d).                                                        

5.10 Form S-8. As soon as practicable after the Effective Time but, in no 
event, later than five (5) business days following the Closing Date, Parent     
shall file a registration statement on Form S-8 (or any successor or other      
appropriate form), or another appropriate form with respect to the shares of    
Parent Common Stock subject to Company Stock Options and restricted stock and   
shall use its reasonable efforts to maintain the effectiveness of such          
registration statement (and maintain the current status of the prospectus or    
prospectuses contained therein) for so long as such Company Stock Options and   
restricted stock remain outstanding. With respect to those individuals who      
subsequent to the Merger will be subject to the reporting requirements under    
Section 16(a) of the Exchange Act, where applicable, Parent shall administer    
the Company Option Plans assumed pursuant to this Agreement in a manner that    
complies with Rule 16b-3 promulgated by the SEC under the Exchange Act.         

5.11 Indemnification.                                                     

(a) From and after the Effective Time, Parent will cause the Surviving
Corporation to fulfill and honor in all respects the obligations of Company 
(or any predecessor corporation) pursuant to (i) each indemnification       
agreement between Company and its directors or officers in effect           
immediately prior to the Effective Time (the "Indemnified Parties") and     
(ii) any indemnification provision under the Company Charter Documents as   
in effect on the date hereof. The Certificate of Incorporation and Bylaws   
of the Surviving Corporation will contain provisions with respect to        
exculpation and indemnification that are at least as favorable to the       
Indemnified Parties as those contained in the Company Charter Documents as  
in effect on the date hereof, which provisions will not be amended,         
repealed or otherwise modified for a period of six (6) years from the       
Effective Time in any manner that would adversely affect the rights         
thereunder of any Indemnified Party or of individuals who, immediately      
prior to the Effective Time, were employees or agents of Company, unless    
such modification is required by law.                                       

(b) For a period of six (6) years following the Effective Time, Parent
shall maintain in effect a policy of directors' and officers' insurance     
covering those persons who are currently covered by Company's directors'    
and officers' insurance policy in effect as of the date hereof for actions  
or omissions occurring on or prior to the Effective Time, which insurance   
policy shall contain terms and conditions (including, without limitation,   
coverage amounts) that are substantially the same as the terms and          
conditions of Company's directors' and officers' insurance policy in effect 
as of the date hereof; provided, however, that notwithstanding the          
foregoing, Parent shall not be required to pay an annual premium on such    
insurance policy that is greater than one hundred fifty percent (150%) of   
the annual premium payable under the Company's directors' and officers'     
insurance policy in effect as of the date hereof; and provided further,     
however, that notwithstanding the foregoing, Parent may satisfy its         
obligations under this Section 5.11(b) by purchasing a "tail" policy under  
Company's existing directors' and officers' insurance policy which (i) has  
an effective term of six (6) years from the Effective Time, (ii) covers     
those persons who are currently covered by Company's directors' and         
officers' insurance policy in effect as of the date hereof for actions and  
omissions occurring on or prior to the Effective Time, and (iii) contains   
terms and conditions (including, without limitation, coverage amounts) that 
are substantially the same as the terms and conditions of Company's         
directors' and officers' insurance policy in effect as of the date hereof.  
The provisions of this Section are intended to be in addition to the rights 
otherwise available to the officers or directors of Company by law,         
charter, statute, bylaw or agreement and shall operate for the benefit of,  
and shall be enforceable by, each of the Indemnified Parties, therein,      
their heirs and their representatives.                                      

(c) In the event Company or the Surviving Corporation or any of their 
respective successors or assigns (i) consolidates with or merges into any   
other person and shall not be the continuing or surviving                   

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corporation or entity of such consolidation or merger or (ii) transfers a   
material amount of its properties and assets to any person in a single      
transaction or a series of transactions, then, and in each such case,       
Parent will either guarantee or otherwise remain liable for the             
indemnification obligations referred to in this Section 5.10 or will make   
or cause to be made proper provision so that the successors and assigns of  
Company or the Surviving Corporation, as the case may be, assume the        
indemnification obligations described herein for the benefit of the         
Indemnified Parties.                                                        

(d) The provisions of this Section 5.10 are (i) intended to be for the
benefit of, and will be enforceable by, each of the Indemnified Parties and 
(ii) in addition to, and not in substitution for, any other rights to       
indemnification or contribution that any such Indemnified Party may have by 
contract or otherwise.                                                      

5.12 Affiliate Agreements.                                                

(a) Set forth in Section 5.12(a) of the Company Schedule is a list of 
those persons who may be deemed to be, in Company's reasonable judgment,    
affiliates of Company within the meaning of Rule 145 promulgated under the  
Securities Act (each, a "Company Affiliate"). Company will provide Parent   
with such information and documents as Parent reasonably requests for       
purposes of reviewing such list. Company will use its commercially          
reasonable efforts to deliver or cause to be delivered to Parent, on or as  
promptly as practicable following the date hereof, from each Company        
Affiliate that has not delivered a Company Affiliate Agreement on or prior  
to the date hereof, an executed Company Affiliate Agreement. Parent will be 
entitled to place appropriate legends on the certificates evidencing any    
Parent Common Stock to be received by a Company Affiliate pursuant to the   
terms of this Agreement, and to issue appropriate stop transfer             
instructions to the transfer agent for the Parent Common Stock, consistent  
with the terms of the Company Affiliate Agreement.                          

5.13 Regulatory Filings; Reasonable Efforts. As soon as may be reasonably 
practicable, Company and Parent each shall file with the United States Federal  
Trade Commission (the "FTC") and the Antitrust Division of the United States    
Department of Justice ("DOJ") Notification and Report Forms relating to the     
transactions contemplated herein as required by the HSR Act, as well as         
comparable pre-merger notification forms required by the merger notification or 
control laws and regulations of any other applicable jurisdiction, as agreed to 
by the parties. Company and Parent each shall each use all reasonable efforts   
to obtain early termination of any waiting period under HSR and Company and     
Parent shall each promptly (a) supply the other with any information which may  
be required in order to effectuate such filings and (b) supply any additional   
information which reasonably may be required by the FTC, the DOJ or the         
competition or merger control authorities of any other jurisdiction and which   
the parties may reasonably deem appropriate.                                    

  5.14 Action by Board of Directors. Prior to the Effective Time, the Board of
Directors of Parent, or an appropriate committee of non-employee directors      
thereof, shall adopt a resolution consistent with the interpretative guidance   
of the SEC so that (i) the assumption of Company Stock Options by Company       
Insiders (as defined below) pursuant to this Agreement, and (ii) the receipt by 
Company Insiders of Parent Common Stock in exchange for Company Common Stock    
pursuant to the Merger, shall in each case be an exempt transaction for         
purposes of Section 16 of the Exchange Act by any officer or director of        
Company who may become a covered person of Parent for purposes of Section 16 of 
the Exchange Act (a "Company Insider").                                         

5.15 Nasdaq Listing. Parent shall use commercially reasonable efforts to  
cause the Parent Common Stock issuable under Section 1.6, the Company Option    
Plans and the Earn-Out Agreement to be approved for listing on the Nasdaq       
National Market, subject to official notice of issuance, as promptly as         
practicable after the date hereof, and in any event prior to the Closing Date.  

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ARTICLE VI

Conditions To The Merger

6.1 Conditions to Obligations of Each Party to Effect the Merger. The     
respective obligations of each party to this Agreement to effect the Merger     
shall be subject to the satisfaction at or prior to the Closing Date of the     
following conditions, any of which may be waived if waived in writing by both   
Parent and Company:                                                             

  (a) Stockholder Approval. This Agreement shall have been adopted and the
Merger shall have been duly approved by the requisite vote under applicable 
law by the stockholders of Company.                                         

 (b) S-4 Effective; Proxy Statement. The SEC shall have declared the S-4
effective. No stop order suspending the effectiveness of the S-4 or any     
part thereof shall have been issued and no proceeding for that purpose, and 
no similar proceeding in respect of the Proxy Statement/Prospectus, shall   
have been initiated or threatened in writing by the SEC.                    

(c) No Order; HSR Act. No Governmental Entity shall have enacted,     
issued, promulgated, enforced or entered any statute, rule, regulation,     
executive order, decree, injunction or other order (whether temporary,      
preliminary or permanent) which is in effect and which has the effect of    
making the Merger illegal or otherwise prohibiting consummation of the      
Merger. All waiting periods, if any, under the HSR Act relating to the      
transactions contemplated hereby will have expired or terminated early and  
all foreign antitrust approvals required to be obtained prior to the Merger 
in connection with the transactions contemplated hereby shall have been     
obtained.                                                                   

(d) Tax Opinions. Each of Company and Parent shall have received a    
written opinion from its respective tax counsel, in form and substance      
reasonably satisfactory to Company or Parent, as the case may be, to the    
effect that the Merger will constitute a reorganization within the meaning  
of Section 368(a) of the Code and such opinion shall not have been          
withdrawn. The parties to this Agreement agree to make reasonable           
representations as requested by such counsel for the purpose of rendering   
such opinions.                                                              

6.2 Additional Conditions to Obligations of Company. The obligation of    
Company to effect the Merger shall be subject to the satisfaction at or prior   
to the Closing Date of each of the following conditions, any of which may be    
waived, in writing, exclusively by Company:                                     

 (a) Representations and Warranties. Each representation and warranty of
Parent and Merger Sub contained in this Agreement (i) shall have been true  
and correct in all material respects as of the date of this Agreement and   
(ii) shall be true and correct in all respects on and as of the Closing     
Date with the same force and effect as if made on the Closing Date except,  
with respect to clause (ii), (A) in each case, or in the aggregate, as does 
not constitute a Material Adverse Effect on Parent and (B) for those        
representations and warranties which address matters only as of a           
particular date (which representations shall have been true and correct     
(subject to the qualification as set forth in the preceding clause (A)) as  
of such particular date) (it being understood that, for purposes of         
determining the accuracy of such representations and warranties, (i) all    
"Material Adverse Effect" qualifications and other qualifications based on  
the word "material" contained in such representations and warranties shall  
be disregarded and (ii) any update of or modification to the Parent         
Schedule made or purported to have been made after the date of this         
Agreement shall be disregarded). Company shall have received a certificate  
with respect to the foregoing signed on behalf of Parent by an authorized   
officer of Parent.                                                          

  (b) Agreements and Covenants. Parent and Merger Sub shall have performed
or complied with, in all material respects, all agreements and covenants    
required by this Agreement to be performed or complied with by them on or   
prior to the Closing Date, and Company shall have received a certificate to 
such effect signed on behalf of Parent by an authorized officer of Parent.  

(c) Nasdaq Listing. The shares of Parent Common Stock issuable to the 
stockholders of Company as contemplated by Section 1.6 hereof, the Company  
Options and the Earn-Out Agreement shall have been approved for listing on  
the Nasdaq National Market, subject to official notice of issuance.         

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(d) Election of Director Nominees. The Board of Directors of Parent   
shall have taken appropriate action to cause the number of directors        
comprising the full Board of Directors of Parent to be increased by two     
persons, from eight to 10, and two members of the Board of Directors of     
Company, designated by Company (the "Company Designees"), shall be          
appointed to fill the newly created vacancies on the Board of Directors of  
Parent, effective upon the Effective Time, and shall serve as directors of  
Parent until their successors, if any, are duly elected and qualified or    
until their earlier death, resignation or removal.                          

 (e) Employment Agreement. Parent shall have offered Jack L. Messman the
positions of President and Chief Executive Officer of Parent effective on   
the Effective Time on terms substantially similar to those of Mr. Messman's 
current employment agreement with the Company.                              

6.3 Additional Conditions to the Obligations of Parent and Merger Sub. The
obligations of Parent and Merger Sub to effect the Merger shall be subject to   
the satisfaction at or prior to the Closing Date of each of the following       
conditions, any of which may be waived, in writing, exclusively by Parent:      

 (a) Representations and Warranties. Each representation and warranty of
Company contained in this Agreement (i) shall have been true and correct in 
all material respects as of the date of this Agreement and (ii) shall be    
true and correct in all respects on and as of the Closing Date with the     
same force and effect as if made on and as of the Closing Date except, with 
respect to clause (ii), (A) in each case, or in the aggregate, as does not  
constitute a Material Adverse Effect on Company and (B) for those           
representations and warranties which address matters only as of a           
particular date (which representations shall have been true and correct     
(subject to the qualification as set forth in the preceding clause (A)) as  
of such particular date) (it being understood that, for purposes of         
determining the accuracy of such representations and warranties, (i) all    
"Material Adverse Effect" qualifications and other qualifications based on  
the word "material" contained in such representations and warranties shall  
be disregarded and (ii) any update of or modification to the Company        
Schedule made or purported to have been made after the date of this         
Agreement shall be disregarded). Parent shall have received a certificate   
with respect to the foregoing signed on behalf of Company by an authorized  
officer of Company.                                                         

(b) Agreements and Covenants. Company shall have performed or complied
with, in all material respects, all agreements and covenants required by    
this Agreement to be performed or complied with by it at or prior to the    
Closing Date, and Parent shall have received a certificate to such effect   
signed on behalf of Company by an authorized officer of Company.            

(c) Offer of Position of Chief Executive Officer to Jack L.           
Messman. Jack L. Messman shall have accepted and not withdrawn his          
acceptance of the positions of President and Chief Executive Officer of     
Parent to be effective upon the Effective Time.                             

ARTICLE VII 

Termination, Amendment and Waiver 

7.1 Termination. This Agreement may be terminated at any time prior to the
Effective Time, whether before or after the requisite approval of the           
stockholders of Company and Parent:                                             

  (a) by mutual written consent duly authorized by the Boards of Directors
of Parent and Company;                                                      

(b) by either Company or Parent if the Merger shall not have been     
consummated by September 30, 2001 (such date, or such other date that may   
be agreed by mutual written consent, being the "Outside Date") for any      
reason; provided, however, that the right to terminate this Agreement under 
this Section 7.1(b) shall not be available to any party whose action or     
failure to act has been a principal cause of or resulted in the failure of  
the Merger to occur on or before such date if such action or failure to act 
constitutes a breach of this Agreement;                                     

(c) by either Company or Parent if a Governmental Entity shall have   
issued an order, decree or ruling or taken any other action, in any case    
having the effect of permanently restraining, enjoining or otherwise        

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prohibiting the Merger, which order, decree, ruling or other action shall   
have become final and nonappealable;                                        

  (d) by either Company or Parent if either: (i) the Company Stockholders'
Meeting (including any adjournments thereof) shall have been held and       
completed and the stockholders of Company shall have taken a final vote on  
a proposal to adopt this Agreement and (ii) the required approval of the    
stockholders of Company contemplated by this Agreement shall not have been  
obtained; provided, however, that the right to terminate this Agreement     
under this Section 7.1(d) shall not be available to Company or Parent where 
the failure to obtain Company stockholder approval shall have been caused   
by the action or failure to act of Company or Parent, respectively, and     
such action or failure to act constitutes a breach by Company or Parent,    
respectively, of this Agreement;                                            

(e) by Company, upon a breach of any covenant or agreement on the part
of Parent set forth in this Agreement, or if any representation or warranty 
of Parent shall have been untrue when made or shall have become untrue, in  
either case such that the conditions set forth in Section 6.2(a) or Section 
6.2(b) would not be satisfied as of the time of such breach or as of the    
time such representation or warranty shall have become untrue, provided,    
that if such inaccuracy in Parent's representations and warranties or       
breach by Parent is curable by Parent through exercise of its commercially  
reasonable efforts, then Company may not terminate this Agreement pursuant  
to this Section 7.1(e) for thirty (30) days after delivery of written       
notice from Company to Parent of such breach, provided that Parent          
continues to exercise commercially reasonable efforts to cure such breach   
(it being understood that Company may not terminate this Agreement pursuant 
to this Section 7.1(e) if such breach by Parent is cured during such        
thirty-day period);                                                         

  (f) by Parent, upon a breach of any covenant or agreement on the part of
Company set forth in this Agreement, or if any representation or warranty   
of Company shall have been untrue when made or shall have become untrue, in 
either case such that the conditions set forth in Section 6.3(a) or Section 
6.3(b) would not be satisfied as of the time of such breach or as of the    
time such representation or warranty shall have become untrue, provided,    
that if such inaccuracy in Company's representations and warranties or      
breach by Company is curable by Company through exercise of its             
commercially reasonable efforts, then Parent may not terminate this         
Agreement pursuant to this Section 7.1(f) for thirty (30) days after        
delivery of written notice from Parent to Company of such breach, provided  
that Company continues to exercise commercially reasonable efforts to cure  
such breach (it being understood that Parent may not terminate this         
Agreement pursuant to this Section 7.1(f) if such breach by Company is      
cured during such thirty-day period);                                       

(g) by Parent if a Triggering Event (as defined below) shall have     
occurred.                                                                   

 For the purposes of this Agreement, a "Triggering Event" shall be deemed to
have occurred if: (i) the Board of Directors of Company or any committee        
thereof shall for any reason have withheld, withdrawn or refrained from making  
or shall have modified, amended or changed in a manner adverse to Parent its    
recommendation in favor of the adoption of this Agreement or the approval of    
the Merger; (ii) Company shall have failed to include in the Proxy              
Statement/Prospectus the recommendation of the Board of Directors of Company in 
favor of the adoption of this Agreement and the approval of the Merger; (iii)   
the Board of Directors of Company fails to reaffirm its recommendation in favor 
of the adoption of this Agreement within ten (10) business days after Parent    
requests in writing that such recommendation be reaffirmed at any time          
following the public announcement and during the pendency of an Acquisition     
Proposal; (iv) the Board of Directors of Company or any committee thereof shall 
have approved or recommended any Acquisition Proposal; (v) Company shall have   
entered into any letter of intent or similar document or any agreement,         
contract or commitment accepting any Acquisition Proposal; (vi) Company shall   
have breached any of the provisions of Section 5.4 of this Agreement or (vii) a 
tender or exchange offer relating to not less than 15% of the then outstanding  
shares of capital stock of Company shall have been commenced by a person        
unaffiliated with Parent and Company shall not have sent to its securityholders 
pursuant to Rule 14e-2 promulgated under the Securities Act, within ten (10)    
business days after such tender or exchange offer is first published sent or    
given, a statement disclosing that Company recommends rejection of such tender  
or exchange offer.                                                              

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7.2 Notice of Termination; Effect of Termination. Any termination of this 
Agreement under Section 7.1 will be effective immediately upon (or if the       
termination is pursuant to Section 7.1(e) or 7.1(f) and the proviso therein is  
applicable, thirty (30) days after) the delivery of written notice thereof by   
the terminating party to the other parties hereto. In the event of the          
termination of this Agreement as provided in Section 7.1, this Agreement shall  
be of no further force or effect, except (i) as set forth in this Section 7.2,  
Section 7.3 and Article 8 (General Provisions), each of which shall survive the 
termination of this Agreement, and (ii) nothing herein shall relieve any party  
from liability for any intentional or willful breach of this Agreement. No      
termination of this Agreement shall affect the obligations of the parties       
contained in the Confidentiality Agreements, all of which obligations shall     
survive termination of this Agreement in accordance with their terms.           

7.3 Fees and Expenses.                                                    

(a) General. Except as set forth in this Section 7.3, all fees and    
expenses incurred in connection with this Agreement and the transactions    
contemplated hereby shall be paid by the party incurring such fees and      
expenses whether or not the Merger is consummated; provided, however, that  
Parent and Company shall share equally all fees and expenses, other than    
attorneys' and accountants fees and expenses, incurred in connection with   
the printing and filing (with the SEC) of the Proxy Statement/Prospectus    
(including any preliminary materials related thereto) and the S-4           
(including financial statements and exhibits) and any amendments or         
supplements thereto and any fees required to be paid under the HSR Act.     

(b) Company Payments.                                                 

(i) Company shall pay to Parent in immediately available funds,   
within two (2) business days after demand by Parent, an amount equal to 
seven million three hundred thousand dollars ($7,300,000) (the          
"Termination Fee") if this Agreement is terminated by Parent pursuant   
to Section 7.1(g).                                                      

(ii) If (A) this Agreement is terminated by Parent or Company, as 
applicable, pursuant to Sections 7.1(b) or (d)(i), (B) prior to such    
termination a third party shall have delivered an Acquisition Proposal  
and (C) within twelve (12) months following the termination of this     
Agreement a Company Acquisition (as defined below) is consummated or    
Company enters into an agreement or letter of intent providing for a    
Company Acquisition, then Company shall pay Parent in immediately       
available funds at or prior to consummating such Company Acquisition an 
amount equal to the Termination Fee.                                    

(iii) Company acknowledges that the agreements contained in this  
Section 7.3(b) are an integral part of the transactions contemplated by 
this Agreement, and that, without these agreements, Parent would not    
enter into this Agreement; accordingly, if Company fails to pay in a    
timely manner the amounts due pursuant to this Section 7.3(b) and, in   
order to obtain such payment, Parent makes a claim that results in a    
judgment against Company for the amounts set forth in this Section      
7.3(b), Company shall pay to Parent its reasonable costs and expenses   
(including reasonable attorneys' fees and expenses) in connection with  
such suit, together with interest on the amounts set forth in this      
Section 7.3(b) at the prime rate of The Chase Manhattan Bank (or any    
successor thereto) in effect on the date such payment was required to   
be made. Payment of the fees described in this Section 7.3(b) shall not 
be in lieu of damages incurred in the event of breach of this           
Agreement. For the purposes of this Agreement, "Company Acquisition"    
shall mean any of the following transactions (other than the            
transactions contemplated by this Agreement): (i) a merger,             
consolidation, business combination, recapitalization, liquidation,     
dissolution or similar transaction involving Company pursuant to which  
the stockholders of Company immediately preceding such transaction hold 
less than 60% of the aggregate equity interests in the surviving or     
resulting entity of such transaction, (ii) a sale or other disposition  
by Company of assets representing in excess of 60% of the aggregate     
fair market value of Company's business immediately prior to such sale  
or (iii) the acquisition by any person or group (including by way of a  
tender offer or an exchange offer or issuance by Company), directly or  

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indirectly, of beneficial ownership or a right to acquire beneficial    
ownership of shares representing in excess of 40% of the voting power   
of the then outstanding shares of capital stock of Company.             

7.4 Amendment. Subject to applicable law, this Agreement may be amended by
the parties hereto at any time by execution of an instrument in writing signed  
on behalf of each of Parent and Company.                                        

7.5 Extension; Waiver. At any time prior to the Effective Time, any party 
hereto may, to the extent legally allowed, (i) extend the time for the          
performance of any of the obligations or other acts of the other parties        
hereto, (ii) waive any inaccuracies in the representations and warranties made  
to such party contained herein or in any document delivered pursuant hereto and 
(iii) waive compliance with any of the agreements or conditions for the benefit 
of such party contained herein. Any agreement on the part of a party hereto to  
any such extension or waiver shall be valid only if set forth in an instrument  
in writing signed on behalf of such party. Delay in exercising any right under  
this Agreement shall not constitute a waiver of such right.                     

ARTICLE VIII

General Provisions

 8.1 Non-Survival of Representations and Warranties. The representations and
warranties of Company, Parent and Merger Sub contained in this Agreement or in  
any certificate or instrument delivered pursuant to Article VI shall terminate  
at the Effective Time, and only the covenants that by their terms survive the   
Effective Time shall survive the Effective Time.                                

8.2 Notices. All notices and other communications hereunder shall be in   
writing and shall be deemed given on the day of delivery if delivered           
personally or sent via telecopy (receipt confirmed) or overnight courier        
(delivery confirmed), to the parties at the following addresses or telecopy     
numbers (or at such other address or telecopy numbers for a party as shall be   
specified by like notice):                                                      

(a) if to Parent or Merger Sub, to:                                 

Novell, Inc.                                                      
1800 Novell Place                                                 
ORM-M-301                                                         
Provo, UT 84606                                                   
Attention: Josephine T. Parry, General Counsel                    
Telecopy No.: (801)222-5677                                       

with a copy to:                                                   

Wilson Sonsini Goodrich & Rosati                                  
Professional Corporation                                          
650 Page Mill Road                                                
Palo Alto, CA 94304                                               
Attention: John L. Donahue, Esq.                                  
Steve L. Camahort, Esq.                     
Telecopy No.: (650) 493-9300                                      

(b) if to Company, to:                                              

Cambridge Technology Partners (Massachusetts), Inc.               
Eight Cambridge Center                                            
Cambridge, Massachusetts 02142                                    
Attention: Joseph LaSala, Esq., General Counsel                   
Telecopy No.: (617)551-5101                                       

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with a copy to:                                                   

Morgan Lewis & Bockius LLP                                        
101 Park Avenue                                                   
New York, NY 10178                                                
Attention: Howard L. Shecter, Esq.                                
Telecopy No.: (212) 309-7044                                      

8.3 Interpretation.                                                       

(a) When a reference is made in this Agreement to Exhibits, such      
reference shall be to an Exhibit to this Agreement unless otherwise         
indicated. When a reference is made in this Agreement to a Section, such    
reference shall be to a Section of this Agreement. Unless otherwise         
indicated the words "include," "includes" and "including" when used herein  
shall be deemed in each case to be followed by the words "without           
limitation." The table of contents and headings contained in this Agreement 
are for reference purposes only and shall not affect in any way the meaning 
or interpretation of this Agreement. Reference to the subsidiaries of an    
entity shall be deemed to include all direct and indirect subsidiaries of   
such entity.                                                                

(b) For purposes of this Agreement, the term "person" shall mean any  
individual, corporation (including any non-profit corporation), general     
partnership, limited partnership, limited liability partnership, joint      
venture, estate, trust, company (including any limited liability company or 
joint stock company), firm or other enterprise, association, organization,  
entity or Governmental Entity.                                              

(c) For purposes of this Agreement, the term "Material Adverse Effect"
when used in connection with an entity means any change, event,             
circumstance or effect, individually or when aggregated with other changes, 
events, circumstances or effects, that is materially adverse to the         
business, financial condition or results of operations of such entity and   
its subsidiaries taken as a whole; provided, however that (i) no change,    
event, circumstance or effect directly attributable to (A) changes in       
general economic conditions or changes affecting the information technology 
industry generally or (B) the loss of current or prospective customers or   
other adverse event that such entity successfully bears the burden of       
proving arose from such entity entering into this Agreement shall           
constitute a Material Adverse Effect and (ii) in no event shall a decrease  
in the trading price of such entity's common stock in and of itself         
constitute a Material Adverse Effect.                                       

(d) For purposes of this Agreement, an "agreement," "arrangement,"    
"contract," "commitment" or "plan" shall mean a legally binding, written    
agreement, arrangement, contract, commitment or plan, as the case may be.   

 (e) For purposes of this Agreement, the term "knowledge of the Company"
shall mean the knowledge of the Company's officers, directors and key       
employees, assuming that such persons have made due and diligent inquiry of 
the matters represented.                                                    

(f) For purposes of this Agreement, a "subsidiary" of any person means
another person 50% or more of the total combined voting power of all        
classes of capital stock or other voting interests of which, or 50% or more 
of the equity securities of which, is owned directly or indirectly by such  
first person.                                                               

(g) For purposes of this Agreement, a "business day" means any day on 
which banks are not required or authorized to close in the City of New      
York.                                                                       

8.4 Counterparts. This Agreement may be executed in one or more           
counterparts, all of which shall be considered one and the same agreement and   
shall become effective when one or more counterparts have been signed by each   
of the parties and delivered to the other party, it being understood that all   
parties need not sign the same counterpart.                                     

8.5 Entire Agreement; Third Party Beneficiaries. This Agreement and the   
documents and instruments and other agreements among the parties hereto as      
contemplated by or referred to herein, including the Company Schedule and the   
Parent Schedule (a) constitute the entire agreement among the parties with      
respect to the                                                                  

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subject matter hereof and supersede all prior agreements and understandings,    
both written and oral, among the parties with respect to the subject matter     
hereof, it being understood, however, that the Confidentiality Agreement shall  
continue in full force and effect until the Closing and shall survive any       
termination of this Agreement; and (b) except with respect to the Indemnified   
Parties under Section 5.10, are not intended to confer upon any other person    
any rights or remedies hereunder.                                               

 8.6 Severability. In the event that any provision of this Agreement, or the
application thereof, becomes or is declared by a court of competent             
jurisdiction to be illegal, void or unenforceable, the remainder of this        
Agreement will continue in full force and effect and the application of such    
provision to other persons or circumstances will be interpreted so as           
reasonably to effect the intent of the parties hereto. The parties further      
agree to replace such void or unenforceable provision of this Agreement with a  
valid and enforceable provision that will achieve, to the extent possible, the  
economic, business and other purposes of such void or unenforceable provision.  

8.7 Other Remedies; Specific Performance. Except as otherwise provided    
herein, any and all remedies herein expressly conferred upon a party will be    
deemed cumulative with and not exclusive of any other remedy conferred hereby,  
or by law or equity upon such party, and the exercise by a party of any one     
remedy will not preclude the exercise of any other remedy. The parties hereto   
agree that irreparable damage would occur in the event that any of the          
provisions of this Agreement were not performed in accordance with their        
specific terms or were otherwise breached. It is accordingly agreed that the    
parties shall be entitled to seek an injunction or injunctions to prevent       
breaches of this Agreement and to enforce specifically the terms and provisions 
hereof in any court of the United States or any state having jurisdiction, this 
being in addition to any other remedy to which they are entitled at law or in   
equity. In any action at law or suit in equity to enforce this Agreement or the 
rights of any of the parties hereunder, the prevailing party in such action or  
suit shall be entitled to receive a reasonable sum for its attorneys' fees and  
all other reasonable costs and expenses incurred in such action or suit.        

8.8 Governing Law. This Agreement shall be governed by and construed in   
accordance with the laws of the State of Delaware, regardless of the laws that  
might otherwise govern under applicable principles of conflicts of law thereof. 

8.9 Rules of Construction. The parties hereto agree that they have been   
represented by counsel during the negotiation and execution of this Agreement   
and, therefore, waive the application of any law, regulation, holding or rule   
of construction providing that ambiguities in an agreement or other document    
will be construed against the party drafting such agreement or document.        

8.10 Assignment. No party may assign either this Agreement or any of its  
rights, interests, or obligations hereunder without the prior written approval  
of the other parties. Subject to the preceding sentence, this Agreement shall   
be binding upon and shall inure to the benefit of the parties hereto and their  
respective successors and permitted assigns.                                    

8.11 Waiver of Jury Trial. EACH OF PARENT, COMPANY AND MERGER SUB HEREBY  
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR      
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR   
RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT, COMPANY OR MERGER SUB IN   
THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.            

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be   
executed by their duly authorized respective officers as of the date first      
written above.                                                                  

                Novell, Inc.

                                          /s/ Eric Schmidt
                                         By: _________________________________

                                          Eric Schmidt
                                         Name: _______________________________

                                           Chief Executive Officer
                                         Title: ______________________________

                                   Ceres Neptune Acquisition Corp.

                                          /s/ Eric Schmidt
                                         By: _________________________________

                                          Eric Schmidt
                                         Name: _______________________________

                                           Chief Executive Officer
                                         Title: ______________________________

                                 Cambridge Technology Partners
                         (Massachusetts), Inc.

                                           /s/ Jack L. Messman
                                         By: _________________________________

                                           Jack L. Messman
                                         Name: _______________________________

                                           President and Chief Executive
                                           Officer
                                         Title: ______________________________

**** REORGANIZATION AGREEMENT ****

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                                                                       EXHIBIT A

FORM OF VOTING AGREEMENT

THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of   
, among NOVELL, INC., a Delaware corporation ("Parent"), and the  
undersigned stockholder (the "Stockholder") of CAMBRIDGE TECHNOLOGY PARTNERS    
(MASSACHUSETTS), INC., a Delaware corporation ("Company").                      

Recitals

A. The Company, Merger Sub (as defined below) and Parent have entered into
an Agreement and Plan of Reorganization of even date herewith (the              
"Reorganization Agreement"), which provides for the merger (the "Merger") of    
Ceres Neptune Acquisition Corp., a wholly-owned subsidiary of Parent ("Merger   
Sub"), with and into the Company. Pursuant to the Merger, all outstanding       
capital stock of the Company shall be converted into common stock of Parent, as 
set forth in the Reorganization Agreement;                                      

B. Stockholder is the beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such       
number of shares of the outstanding capital stock of the Company and shares     
subject to outstanding options as is indicated on the signature page of this    
Agreement; and                                                                  

C. In consideration of the execution of the Reorganization Agreement by   
Parent, Stockholder (in his or her or its capacity as such) agrees to vote the  
Shares (as defined below) and other such shares of capital stock of the Company 
over which Stockholder has voting power so as to facilitate consummation of the 
Merger.                                                                         

NOW, THEREFORE, intending to be legally bound, the parties hereto agree as
follows:                                                                        

 1. Certain Definitions. Capitalized terms not defined herein shall have the
meanings ascribed to them in the Reorganization Agreement. For purposes of this 
Agreement:                                                                      

(a) "Expiration Date" shall mean the earlier to occur of (i) such date
and time as the Reorganization Agreement shall have been terminated         
pursuant to Article VII thereof, or (ii) such date and time as the Merger   
shall become effective in accordance with the terms and provisions of the   
Reorganization Agreement.                                                   

(b) "Person" shall mean any (i) individual, (ii) corporation, limited 
liability company, partnership or other entity, or (iii) governmental       
authority.                                                                  

(c) "Shares" shall mean: (i) all securities of the Company (including 
all shares of Company Common Stock and all options, warrants and other      
rights to acquire shares of Company Common Stock) owned by Stockholder as   
of the date of this Agreement; and (ii) all additional securities of the    
Company (including all additional shares of Company Common Stock and all    
additional options, warrants and other rights to acquire shares of Company  
Common Stock) of which Stockholder acquires ownership during the period     
from the date of this Agreement through the Expiration Date.                

 (d) Transfer. A Person shall be deemed to have effected a "Transfer" of
a security if such person directly or indirectly: (i) sells, pledges,       
encumbers, grants an option with respect to, transfers or disposes of such  
security or any interest in such security; or (ii) enters into an agreement 
or commitment providing for the sale of, pledge of, encumbrance of, grant   
of an option with respect to, transfer of or disposition of such security   
or any interest therein.                                                    

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2. Transfer of Shares.                                                    

(a) Transferee of Shares to be Bound by this Agreement. Stockholder   
agrees that, during the period from the date of this Agreement through the  
Expiration Date, Stockholder shall not cause or permit any Transfer of any  
of the Shares to be effected unless each Person to which any of such        
Shares, or any interest in any of such Shares, is or may be transferred     
shall have: (i) executed a counterpart of this Agreement and a proxy in the 
form attached hereto as Exhibit A (with such modifications as Parent may    
reasonably request); and (ii) agreed in writing to hold such Shares (or     
interest in such Shares) subject to all of the terms and provisions of this 
Agreement.                                                                  

(b) Transfer of Voting Rights. Stockholder agrees that, during the    
period from the date of this Agreement through the Expiration Date,         
Stockholder shall not deposit (or permit the deposit of) any Shares in a    
voting trust or grant any proxy or enter into any voting agreement or       
similar agreement in contravention of the obligations of Stockholder under  
this Agreement with respect to any of the Shares.                           

 3. Agreement to Vote Shares. Until the Expiration Date, at every meeting of
stockholders of the Company called with respect to any of the following, and at 
every adjournment or postponement thereof, and on every action or approval by   
written consent of stockholders of the Company with respect to any of the       
following, the Stockholder shall vote, to the extent not voted by the person(s) 
appointed under the Proxy (as defined in Section 4 hereof), the Shares:         

 (a) in favor of approval of the Merger and the adoption and approval of
the Reorganization Agreement, and in favor of each of the other actions     
contemplated by the Reorganization Agreement and the Proxy and any action   
required in furtherance thereof;                                            

(b) against approval of any proposal made in opposition to, or in     
competition with, consummation of the Merger and the transactions           
contemplated by the Reorganization Agreement;                               

 (c) against any of the following actions (other than those actions that
relate to the Merger and the transactions contemplated by the               
Reorganization Agreement): (A) any merger, consolidation, business          
combination, sale of assets, reorganization or recapitalization of the      
Company or any subsidiary of the Company with any party, (B) any sale,      
lease or transfer of any significant part of the assets of the Company or   
any subsidiary of the Company, (C) any reorganization, recapitalization,    
dissolution, liquidation or winding up of the Company or any subsidiary of  
the Company, (D) any material change in the capitalization of the Company   
or any subsidiary of the Company, or the corporate structure of the Company 
or any subsidiary of the Company, or (E) any other action that is intended, 
or could reasonably be expected to, impede, interfere with, delay,          
postpone, discourage or adversely affect the Merger or any of the other     
transactions contemplated by the Reorganization Agreement; and              

  (d) in favor of waiving any notice that may have been or may be required
relating to any reorganization of the Company or any subsidiary of the      
Company, any reclassification or recapitalization of the capital stock of   
the Company or any subsidiary of the Company, or any sale of assets, change 
of control, or acquisition of the Company or any subsidiary of the Company  
by any other person, or any consolidation or merger of the Company or any   
subsidiary of the Company with or into any other person.                    

Prior to the Expiration Date, the Stockholder shall not enter into any          
agreement or understanding with any person to vote or give instructions in any  
manner inconsistent with the terms of this Section 3.                           

4. Irrevocable Proxy. Concurrently with the execution of this Agreement,  
Stockholder agrees to deliver to Parent a proxy in the form attached hereto as  
Exhibit A (the "Proxy"), which shall be irrevocable to the fullest extent       
permissible by law, with respect to the Shares.                                 

  5. Representations and Warranties of the Stockholder. Stockholder (i) is the
beneficial owner of the shares of Company Common Stock and the options to       
purchase shares of Company Common Stock indicated on the signature page of this 
Agreement, which are free and clear of any liens, adverse claims, charges or    
other                                                                           

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encumbrances (except any such encumbrances arising under securities laws); (ii) 
does not beneficially own any securities of the Company other than the shares   
of Company Common Stock and options to purchase shares of Company Common Stock  
indicated on the signature page of this Agreement; and (iii) has full power and 
authority to make, enter into and carry out the terms of this Agreement and the 
Proxy.                                                                          

6. Termination. This Agreement and the Proxy delivered in connection      
herewith shall terminate and shall have no further force or effect as of the    
Expiration Date.                                                                

7. Miscellaneous.                                                         

(a) Severability. If any term, provision, covenant or restriction of  
this Agreement is held by a court of competent jurisdiction to be invalid,  
void or unenforceable to any extent, then the remainder of the terms,       
provisions, covenants and restrictions of this Agreement shall remain in    
full force and effect and shall in no way be affected, impaired or          
invalidated.                                                                

(b) Binding Effect and Assignment. This Agreement and all of the      
provisions hereof shall be binding upon and inure to the benefit of the     
parties hereto and their respective successors and permitted assigns, but,  
except as otherwise specifically provided herein, neither this Agreement    
nor any of the rights, interests or obligations of the parties hereto may   
be assigned by either of the parties without prior written consent of the   
other.                                                                      

(c) Amendments and Modification. This Agreement may not be modified,  
amended, altered or supplemented except upon the execution and delivery of  
a written agreement executed by the parties hereto.                         

(d) Specific Performance; Injunctive Relief. The parties hereto       
acknowledge that Parent shall be irreparably harmed and that there shall be 
no adequate remedy at law for a violation of any of the covenants or        
agreements of Stockholder set forth herein. Therefore, it is agreed that,   
in addition to any other remedies that may be available to Parent upon any  
such violation, Parent shall have the right to enforce such covenants and   
agreements by specific performance, injunctive relief or by any other means 
available to Parent at law or in equity.                                    

(e) Notices. All notices and other communications pursuant to this    
Agreement shall be in writing and deemed to be sufficient if contained in a 
written instrument and shall be deemed given if delivered personally,       
telecopied, sent by nationally-recognized overnight courier or mailed by    
registered or certified mail (return receipt requested), postage prepaid,   
to the parties at the following address (or at such other address for a     
party as shall be specified by like notice):                                

If to Parent:                                                             

Novell, Inc.                                                      
2211 North First Street                                           
San Jose, CA 95131                                                
Attention: Bill Smith, Director--Corporate Development            
Telecopy No.: (408) 967-5055                                      

with a copy to:                                                   

Wilson Sonsini Goodrich & Rosati, Professional Corporation        
650 Page Mill Road                                                
Palo Alto, CA 94304-1050                                          
Attention: John Donahue, Esq.                                     
Telecopy No.: (650) 493-9300                                      

  If to Stockholder: To the address for notice set forth on the signature page
hereof.                                                                         

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(f) Governing Law. This Agreement shall be governed by the laws of the
State of Delaware, without reference to rules of conflicts of law.          

(g) Entire Agreement. This Agreement and the Proxy contain the entire 
understanding of the parties in respect of the subject matter hereof, and   
supersede all prior negotiations and understandings between the parties     
with respect to such subject matter.                                        

(h) Effect of Headings. The section headings are for convenience only 
and shall not affect the construction or interpretation of this Agreement.  

(i) Counterparts. This Agreement may be executed in several           
counterparts, each of which shall be an original, but all of which together 
shall constitute one and the same agreement.                                

 (j) No Obligation to Exercise Options. Notwithstanding any provision of
this Agreement to the contrary, nothing in this Agreement shall obligate    
Stockholder to exercise any option, warrant or other right to acquire       
shares of Company Common Stock.                                             

[The remainder of this page has been intentionally left blank]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly     
executed on the day and year first above written.                               

Novell, Inc.                              Stockholder                           

By: _________________________________     By: _________________________________ 
Signature of Authorized Signatory                    Signature            

Name: _______________________________     Name: _______________________________ 

Title: ______________________________     Print Address: ______________________ 

                                         _____________________________________
             Telephone

                                         _____________________________________
                 Facsimile No.

                             Share beneficially owned:

                                         ______ shares of Company Common Stock

                                         ______ shares of Company Common Stock
                             issuable upon exercise of
                                     outstanding options, warrants and
                other rights

[Signature Page to Company Voting Agreement]

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IRREVOCABLE PROXY 

The undersigned stockholder (the "Stockholder") of Cambridge Technology   
Partners (Massachusetts), Inc., a Delaware corporation (the "Company"), hereby  
irrevocably (to the fullest extent permitted by law) appoints the directors on  
the Board of Directors of Novell, Inc., a Delaware corporation ("Parent"), and  
each of them, as the sole and exclusive attorneys and proxies of the            
undersigned, with full power of substitution and resubstitution, to vote and    
exercise all voting and related rights (to the full extent that the undersigned 
is entitled to do so) with respect to all of the shares of capital stock of the 
Company that now are or hereafter may be beneficially owned by the undersigned, 
and any and all other shares or securities of the Company issued or issuable in 
respect thereof on or after the date hereof (collectively, the "Shares") in     
accordance with the terms of this Proxy until the Expiration Date (as defined   
below). Upon the undersigned's execution of this Proxy, any and all prior       
proxies given by the undersigned with respect to any Shares are hereby revoked  
and the undersigned agrees not to grant any subsequent proxies with respect to  
the Shares until after the Expiration Date.                                     

This Proxy is irrevocable (to the fullest extent permitted by law), is    
coupled with an interest and is granted pursuant to that certain Voting         
Agreement of even date herewith by and among Parent and the undersigned         
stockholder (the "Voting Agreement"), and is granted in consideration of Parent 
entering into that certain Agreement and Plan of Reorganization of even date    
herewith (the "Reorganization Agreement"), among Parent, Ceres Neptune          
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of      
Parent ("Merger Sub"), and the Company. The Reorganization Agreement provides   
for the merger of Merger Sub with and into the Company in accordance with its   
terms (the "Merger"). As used herein, the term "Expiration Date" shall mean the 
earlier to occur of (i) such date and time as the Reorganization Agreement      
shall have been validly terminated pursuant to Article VII thereof or (ii) such 
date and time as the Merger shall become effective in accordance with the terms 
and provisions of the Reorganization Agreement.                                 

The attorneys and proxies named above, and each of them, are hereby       
authorized and empowered by the undersigned, at any time prior to the           
Expiration Date, to act as the undersigned's attorney and proxy to vote the     
Shares, and to exercise all voting, consent and similar rights of the           
undersigned with respect to the Shares (including, without limitation, the      
power to execute and deliver written consents) at every annual, special or      
adjourned meeting of stockholders of the Company and in every written consent   
in lieu of such meeting:                                                        

 (i) in favor of approval of the Merger and the adoption and approval of
the Reorganization Agreement, and in favor of each of the other actions     
contemplated by the Reorganization Agreement and any action required in     
furtherance thereof;                                                        

(ii) against approval of any proposal made in opposition to, or in    
competition with, consummation of the Merger and the transactions           
contemplated by the Reorganization Agreement;                               

(iii) against any of the following actions (other than those actions  
that relate to the Merger and the transactions contemplated by the          
Reorganization Agreement): (A) any merger, consolidation, business          
combination, sale of assets, reorganization or recapitalization of the      
Company or any subsidiary of the Company with any party, (B) any sale,      
lease or transfer of any significant part of the assets of the Company or   
any subsidiary of the Company, (C) any reorganization, recapitalization,    
dissolution, liquidation or winding up of the Company or any subsidiary of  
the Company, (D) any material change in the capitalization of the Company   
or any subsidiary of the Company, or the corporate structure of the Company 
or any subsidiary of the Company, or (E) any other action that is intended, 
or could reasonably be expected to, impede, interfere with, delay,          
postpone, discourage or adversely affect the Merger or any of the other     
transactions contemplated by the Reorganization Agreement, and              

(iv) in favor of waiving any notice that may have been or may be      
required relating to any reorganization of the Company or any subsidiary of 
the Company, any reclassification or recapitalization of the capital stock  
of the Company or any subsidiary of the Company, or any sale of assets,     
change of control, or acquisition of the Company or any subsidiary of the   
Company by any other person, or any consolidation or merger of the Company  
or any subsidiary of the Company with or into any other person.             

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The attorneys and proxies named above may not exercise this Proxy on any  
other matter. The undersigned stockholder may vote the Shares on all other      
matters.                                                                        

Any obligation of the undersigned hereunder shall be binding upon the     
successors and assigns of the undersigned.                                      

This Proxy is irrevocable (to the fullest extent permitted by law). This  
Proxy shall terminate, and be of no further force and effect, automatically     
upon the Expiration Date.                                                       

Dated: ______________________________                                           

                                         Signature of Stockholder: ___________

                                         Print Name of Stockholder: __________

[Signature Page to Irrevocable Proxy] 

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                                                                       EXHIBIT B

FORM OF COMPANY AFFILIATE AGREEMENT 

  THIS COMPANY AFFILIATE AGREEMENT (this "Agreement") is made and entered into
as of March [ ], 2001, between Neptune, Inc., a Delaware corporation            
("Parent"), and the undersigned stockholder ("Affiliate") of Ceres, Inc., a     
Delaware corporation ("Company"). Capitalized terms used but not otherwise      
defined herein shall have the meanings ascribed to them in the Reorganization   
Agreement (as defined below).                                                   

Recitals

 A. The Company, Parent and Merger Sub (as defined below), have entered into
an Agreement and Plan of Reorganization (the "Reorganization Agreement") which  
provides for the merger (the "Merger") of Ceres Acquisition Corp., a wholly-    
owned subsidiary of Parent ("Merger Sub"), with and into the Company. Pursuant  
to the Merger, all issued and outstanding common stock, par value $.01 per      
share, of the Company (the "Company Common Stock"), as of the Effective Time    
(as defined in the Reorganization Agreement) will be converted into common      
stock, par value $.10 per share, of Parent ("Parent Common Stock") upon the     
terms and conditions set forth in the Reorganization Agreement;                 

B. The execution and delivery of this Agreement by Affiliate is a material
inducement to Parent to enter into the Reorganization Agreement; and            

C. Affiliate has been advised that Affiliate may be deemed to be an       
"affiliate" of Parent after the Merger as such term is defined in Rule 144 of   
the Rules and Regulations of the Securities and Exchange Commission (the        
"Commission").                                                                  

NOW, THEREFORE, intending to be legally bound, the parties hereto agree as
follows:                                                                        

1. Acknowledgments by Affiliate. The Affiliate understands and hereby     
acknowledges that the representations, warranties and covenants by the          
Affiliate set forth herein shall be relied upon by Parent, the Company and      
their respective legal counsel, and that substantial losses and damages may be  
incurred by such persons if the representations and warranties of the Affiliate 
contained herein are inaccurate or if the convenants of the Affiliate contained 
herein are breached. Affiliate has carefully read this Agreement and the        
Reorganization Agreement and has had the opportunity to discuss the             
requirements of this Agreement with Affiliate's professional advisors, who      
Affiliate believes are qualified to advise Affiliate with regard to such        
matters.                                                                        

2. Beneficial Ownership of Company Common Stock. The Affiliate is the sole
beneficial owner of the number of shares of Company Common Stock and options,   
warrants and rights to purchase Company Common Stock set forth next to its name 
on the signature page hereto (the "Affiliate Securities"). The Affiliate has    
the sole right to transfer such Affiliate Securities. The Affiliate Securities  
constitute all Securities of Company owned, beneficially or of record, by the   
Affiliate. The Affiliate has not engaged in any sale or other transfer of the   
Affiliate Securities in contemplation of the Merger. All shares of Company      
Common Stock and "Parent Common Stock" acquired by Affiliate subsequent to the  
date hereof (including shares of Parent Common Stock acquired in the Merger)    
shall be subject to the provisions of this Agreement, to the extent such        
provisions are then still applicable, as if held by Affiliate as of the date    
hereof.                                                                         

3. Compliance with Rule 145 and the Securities Act.                       

  (a) Affiliate has been advised that (i) the issuance of shares of Parent
Common Stock in connection with the Merger is expected to be effected       
pursuant to a registration statement on Form S-4 filed with the Commission  
in accordance with the Securities Act of 1933, as amended (the "Securities  
Act"), and the resale of such shares shall be subject to restrictions set   
forth in Rule 145 under the Securities Act                                  

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("Rule 145"), and (ii) Affiliate may be deemed to be an affiliate of the    
Company. Affiliate accordingly agrees not to sell, transfer or otherwise    
dispose of any Parent Common Stock issued to Affiliate in the Merger unless 
(i) such sale, transfer or other disposition is made in conformity with the 
requirements of Rule 145(d) promulgated under the Securities Act, (ii) such 
sale, transfer or other disposition is made pursuant to an effective        
registration statement under the Securities Act or an appropriate exemption 
from registration, (iii) Affiliate delivers to Parent a written opinion of  
counsel, reasonably acceptable to Parent in form and substance, that such   
sale, transfer or other disposition is otherwise exempt from registration   
under the Securities Act or (iv) an authorized representative of the        
Commission shall have rendered written advice to Affiliate to the effect    
that the Commission would take no action, or that the staff of the          
Commission would not recommend that the Commission take any action, with    
respect to the proposed disposition if consummated (the "No Action          
Correspondence").                                                           

(b) Parent shall give stop transfer instructions to its transfer agent
with respect to any Parent Common Stock received by Affiliate in the Merger 
and there shall be placed on the certificates representing such Parent      
Common Stock, a legend stating in substance:                                

"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A            
TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED (A)   
IN CONFORMITY WITH RULE 145(d), OR (B) PURSUANT TO AN EFFECTIVE         
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR 
(C) IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY         
ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS   
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED." 

The legend set forth above shall be removed (by delivery of a substitute        
certificate without such legend) and Parent shall instruct its transfer agent   
to remove such legend, if Affiliate delivers to Parent (i) satisfactory written 
evidence that the shares have been sold in compliance with Rule 145 (in which   
case, the substitute certificate shall be issued in the name of the             
transferee), (ii) the No Action Correspondence, or (iii) an opinion of counsel, 
in form and substance reasonably satisfactory to Parent, to the effect that     
public sale of the shares by the holder thereof is no longer subject to Rule    
145.                                                                            

4. Termination. This Agreement shall be terminated and shall be of no     
further force and effect in the event of the termination of the Reorganization  
Agreement pursuant to Article VII of the Reorganization Agreement.              

5. Miscellaneous.                                                         

  (a) Waiver; Severability. No waiver by any party hereto of any condition
or of any breach of any provision of this Agreement shall be effective      
unless in writing and signed by each party hereto. In the event that any    
provision of this Agreement, or the application of any such provision to    
any person, entity or set of circumstances, shall be determined to be       
invalid, unlawful, void or unenforceable to any extent, the remainder of    
this Agreement, and the application of such provision to persons, entities  
or circumstances other than those as to which it is determined to be        
invalid, unlawful, void or unenforceable, shall not be impaired or          
otherwise affected and shall continue to be valid and enforceable to the    
fullest extent permitted by law.                                            

(b) Binding Effect and Assignment. This Agreement and all of the      
provisions hereof shall be binding upon and inure to the benefit of the     
parties hereto and their respective successors and permitted assigns, but,  
except as otherwise specifically provided herein, neither this Agreement    
nor any of the rights, interests or obligations of the parties hereto may   
be assigned by either of the parties without prior written consent of the   
other party hereto.                                                         

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(c) Amendments and Modification. This Agreement may not be modified,  
amended, altered or supplemented except upon the execution and delivery of  
a written agreement executed by the parties hereto.                         

(d) Injunctive Relief. Each of the parties acknowledge that (i) the   
covenants and the restrictions contained in this Agreement are necessary,   
fundamental, and required for the protection of Parent and the Company and  
to preserve for Parent the benefits of the Merger; (ii) such covenants      
relate to matters which are of a special, unique, and extraordinary         
character that gives each of such covenants a special, unique, and          
extraordinary value; and (iii) a breach of any such covenants or any other  
provision of this Agreement shall result in irreparable harm and damages to 
Parent and the Company which cannot be adequately compensated by a monetary 
award. Accordingly, it is expressly agreed that in addition to all other    
remedies available at law or in equity, Parent and the Company shall be     
entitled to the immediate remedy of a temporary restraining order,          
preliminary injunction, or such other form of injunctive or equitable       
relief as may be used by any court of competent jurisdiction to restrain or 
enjoin any of the parties hereto from breaching any such covenant or        
provision or to specifically enforce the provisions hereof.                 

(e) Governing Law. This Agreement shall be governed by and construed, 
interpreted and enforced in accordance with the internal laws of the State  
of Delaware without giving effect to any choice or conflict of law          
provision or rule (whether of the State of Delaware or any other            
jurisdiction) that would cause the application of the laws of any           
jurisdiction other than the State of Delaware.                              

  (f) Entire Agreement. This Agreement sets forth the entire understanding
of Affiliate and Parent relating to the subject matter hereof and           
supersedes all prior agreements and understandings between Affiliate and    
Parent relating to the subject matter hereof.                               

 (g) Attorneys' Fees. In the event of any legal actions or proceeding to
enforce or interpret the provisions hereof, the prevailing party shall be   
entitled to reasonable attorneys' fees, whether or not the proceeding       
results in a final judgment.                                                

(h) Further Assurances. Affiliate shall execute and/or cause to be    
delivered to Parent such instruments and other documents and shall take     
such other actions as Parent may reasonably request to effectuate the       
intent and purposes of this Agreement.                                      

(i) Third Party Reliance. Counsel to Parent and the Company shall be  
entitled to rely upon this Affiliate Agreement.                             

(j) Survival. The representations, warranties, covenants and other    
provisions contained in this Agreement shall survive the Merger.            

(k) Notices. All notices and other communications pursuant to this    
Agreement shall be in writing and deemed to be sufficient if contained in a 
written instrument and shall be deemed given if delivered personally,       
telecopied, sent by nationally-recognized overnight courier or mailed by    
registered or certified mail (return receipt requested), postage prepaid,   
to the parties at the following address (or at such other address for a     
party as shall be specified by like notice):                                

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If to Parent:                                                             

Neptune, Inc.                                                     

Attention:                                                        
Telecopy No.:                                                     

with a copy to:                                                   

Wilson Sonsini Goodrich & Rosati Professional Corporation         
650 Page Mill Road                                                
Palo Alto, California 94304-1050                                  
Attention: John Donahue, Esq.                                     
Telecopy No.: (650) 493-6811                                      

If to Affiliate: To the address for notice set forth on the signature page
hereof.                                                                         

(l) Counterparts. This Agreement shall be executed in one or more     
counterparts, each of which shall be deemed an original, and all of which   
together shall constitute one and the same instrument.                      

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly     
executed on the day and year first above written.                               

Neptune, Inc.                             Affiliate                             

By: _________________________________     By: _________________________________ 

Name: _______________________________     Affiliate's Address for Notice:       

Title: ______________________________     _____________________________________ 

                                         _____________________________________

                                         _____________________________________

                              Shares beneficially owned:

                                         ______ shares of Company Common Stock

                                         ______ shares of Company Common Stock
                             issuable upon exercise of
                                     outstanding options, warrants and
                other rights

                                         _______ shares of Parent Common Stock

[Signature Page to Company Affiliate Agreement] 

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                                                                         Annex B

OPINION OF SALOMON SMITH BARNEY INC.

March 12, 2001                                                                  

The Board of Directors                                                          
Cambridge Technology Partners (Massachusetts) Inc.                              
8 Cambridge Center                                                              
Cambridge, MA 02142                                                             

Ladies and Gentlemen:                                                           

  You have requested our opinion as to the fairness, from a financial point of
view, to the holders of the common stock of Cambridge Technology Partners       
(Massachusetts), Inc. (the "Company"), par value $0.01 per share ("Company      
Common Stock"), of the Exchange Ratio (as defined below) in connection with the 
Merger (as defined below) contemplated by the Agreement and Plan of             
Reorganization (the "Reorganization Agreement") to be entered into by and among 
the Company, Novell, Inc. ("Parent") and Ceres Neptune Acquisition Corp., a     
wholly-owned subsidiary of Parent ("Merger Sub").                               

As more fully described in the Reorganization Agreement, Merger Sub will  
merge with and into the Company (the "Merger") and each outstanding share of    
Company Common Stock (other than certain shares specified in the Agreement)     
will be converted into the right to receive 0.668 (the "Exchange Ratio") of a   
share of the common stock of Parent, par value $0.10 per share ("Parent Common  
Stock").                                                                        

In arriving at our opinion, we reviewed a draft of the Reorganization     
Agreement, dated March 10, 2001, and held discussions with certain senior       
officers and other representatives and advisors of each of the Company and      
Parent concerning the businesses, operations and prospects of the Company and   
Parent. We examined certain publicly available business and financial           
information relating to the Company and Parent as well as certain financial     
forecasts and other information and data for the Company and Parent which were  
provided to or otherwise discussed with us by the managements of the Company    
and Parent. We reviewed the financial terms of the Merger as set forth in the   
Reorganization Agreement in relation to, among other things, current and        
historical market prices and trading volumes of Company Common Stock and Parent 
Common Stock; the historical and projected earnings and other operating data of 
the Company and Parent; and the historical and projected capitalization and     
financial condition of the Company and Parent. We considered, to the extent     
publicly available, the financial terms of certain other similar transactions   
recently effected which we considered relevant in evaluating the Merger and     
analyzed certain financial, stock market and other publicly available           
information relating to the businesses of other companies whose operations we   
considered relevant in evaluating those of the Company and Parent. In addition  
to the foregoing, we conducted such other analyses and examinations and         
considered such other information and financial, economic and market criteria   
as we deemed appropriate in arriving at our opinion.                            

In rendering our opinion, we have assumed and relied, without independent 
verification, upon the accuracy and completeness of all financial and other     
information and data publicly available or furnished to or otherwise reviewed   
by or discussed with us. With respect to financial forecasts and other          
information and data provided to or otherwise reviewed by or discussed with us, 
we have been advised by the managements of the Company and Parent that such     
forecasts and other information and data were reasonably prepared on bases      
reflecting the best currently available estimates and judgments of the          
managements of the Company and Parent as to the future financial performance of 
the Company and Parent. We express no view with respect to such forecasts and   
other information and data or the assumptions on which they were based. We have 
assumed, with your consent, that the Merger will be treated as a tax-free       
reorganization for United States federal income tax purposes. We have not made  
or been provided with an independent evaluation or appraisal of the assets or   
liabilities (contingent or otherwise) of the Company or Parent, nor have we     
made any physical inspection of the properties or assets of                     

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the Company or Parent. You have advised us, and we have assumed, that the final 
terms of the Reorganization Agreement will not vary materially from those set   
forth in the draft reviewed by us. We have further assumed that the Merger will 
be consummated in accordance with the terms of the Reorganization Agreement     
without waiver of any of the conditions precedent to the Merger contained in    
the Reorganization Agreement.                                                   

Our opinion, as set forth herein, relates to the relative values of the   
Parent and the Company. We are not expressing any opinion as to what the value  
of the Parent Common Stock actually will be when issued in the Merger or the    
price at which Parent Common Stock will trade subsequent to the Merger. We were 
not requested to consider, and our opinion does not address, the relative       
merits of the Merger as compared to any alternative business strategies that    
might exist for the Company or the effect of any other transaction in which the 
Company might engage. Our opinion necessarily is based upon information         
available to us and financial, stock market and other conditions and            
circumstances existing and disclosed to us as of the date hereof.               

Salomon Smith Barney Inc. is acting as financial advisor to the Company in
connection with the Merger and will receive a fee for our services, a           
significant portion of which is payable only upon the consummation of the       
Merger. We have in the past and currently are providing investment banking      
services to the Company unrelated to the Merger, for which we have received and 
may receive compensation. In the ordinary course of business, we and our        
affiliates may actively trade or hold the securities of the Company and Parent  
for our own account or for the account of our customers and, accordingly, may   
at any time hold a long or short position in such securities. Salomon Smith     
Barney Inc. and its affiliates (including Citigroup Inc. and its affiliates)    
may maintain other relationships with the Company, Parent and their respective  
affiliates.                                                                     

 Our advisory services and the opinion expressed herein are provided for the
information of Board of Directors of the Company in its evaluation of the       
Merger, and our opinion is not intended to be and does not constitute a         
recommendation of the Merger to the Company or its stockholders, nor does it    
constitute a recommendation to any stockholder as to how such stockholder       
should vote on any matter relating to the Merger. Our opinion and any           
additional materials provided in connection with the opinion may not be         
published or otherwise used or referred to, nor shall any public reference be   
made to Salomon Smith Barney, Inc., without our prior written consent.          

Based upon and subject to the foregoing, our experience as investment     
bankers, our work as described above and other factors we deemed relevant, we   
are of the opinion that, as of the date hereof, the Exchange Ratio is fair,     
from a financial point of view, to the holders of Company Common Stock.         

                     Very truly yours,

                             SALOMON SMITH BARNEY INC.

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of directors and officers.                             

Section 145(a) of the General Corporation Law of the State of Delaware    
("Delaware Corporation Law") provides, in general, that a corporation shall     
have the power to indemnify any person who was or is a party or is threatened   
to be made a party to any threatened, pending or completed action, suit or      
proceeding, whether civil, criminal, administrative or investigative (other     
than an action by or in the right of the corporation), by reason of the fact    
that the person is or was a director or officer of the corporation, or is or    
was serving at the request of the corporation as a director, officer, employee  
or agent of another corporation, partnership, joint venture, trust or other     
enterprise. Such indemnity may be against expenses (including attorneys' fees), 
judgments, fines and amounts paid in settlement actually and reasonably         
incurred by the person in connection with such action, suit or proceeding, if   
the person acted in good faith and in a manner the person reasonably believed   
to be in or not opposed to the best interests of the corporation and if, with   
respect to any criminal action or proceeding, the person did not have           
reasonable cause to believe the person's conduct was unlawful.                  

 Section 145(b) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to indemnify any person who was or is a party  
or is threatened to be made a party to any threatened, pending or completed     
action or suit by or in the right of the corporation to procure a judgment in   
its favor because the person is or was a director or officer of the             
corporation, or is or was serving at the request of the corporation as a        
director, officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise, against any expenses (including attorneys'  
fees) actually and reasonably incurred by the person in connection with the     
defense or settlement of such action or suit if the person acted in good faith  
and in a manner the person reasonably believed to be in or not opposed to the   
best interests of the corporation.                                              

 Section 145(g) of the Delaware Corporation Law provides, in general, that a
corporation shall have the power to purchase and maintain insurance on behalf   
of any person who is or was a director or officer of the corporation, or is or  
was serving at the request of the corporation as a director, officer, employee  
or agent of another corporation, partnership, joint venture, trust or other     
enterprise, against any liability asserted against such person in any such      
capacity, or arising out of such person's status as such, whether or not the    
corporation would have the power to indemnify such person against such          
liability under the provisions of Section 145.                                  

  Article Eighth of the Restated Certificate of Incorporation, as amended, and
Article VII of the Bylaws of the Registrant provide in effect that, subject to  
certain limited exceptions, the Registrant may indemnify its directors and      
officers to the extent authorized or permitted by the Delaware Corporation Law. 
The directors and officers of the Registrant are insured under policies of      
insurance maintained by the Registrant, subject to the limits of the policies,  
against certain losses arising from any claims made against them by reason of   
being or having been such directors or officers. In addition, the Registrant    
has entered into contracts with certain of its directors providing for          
indemnification of such persons by the Registrant to the full extent authorized 
or permitted by law, subject to certain limited exceptions.                     

Item 21. Exhibits and financial statement schedules                             

(a) Exhibits.                                                             

                                                                [Download Table]

  Exhibit                                                                     
   Number                               Description                           
  -------                               -----------                           
                                                                              
     2.1     Agreement and Plan of Reorganization, dated as of March 12, 2001,
             by and among Novell, Inc., Ceres Neptune Acquisition Corp. and   
             Cambridge Technology Partners (Massachusetts), Inc. (included as 
             Annex A to the proxy statement-prospectus forming a part of this 
             Registration Statement and incorporated herein by reference).    

    3(i)     Registrant's Restated Certificate of Incorporation, as amended.  

    3(ii)(1) Registrant's Bylaws, as amended and restated September 21, 1998. 

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                                                                [Download Table]

Exhibit                                                                       
Number                                Description                             
-------                               -----------                             
                                                                              
 4.1    Reference is made to Exhibit 3(i).                                    

 4.2(2) Form of Stock Certificate of Registrant.                              

 4.3(3) Preferred Shares Rights Agreement, dated as of December 7, 1988, as   
        amended and restated effective September 20, 1999, by and between the 
        Registrant and Mellon Investor Services, L.L.C., filed on December 12,
        1999.                                                                 

 5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation,
        regarding validity of securities being registered.                    

 8.1*   Form of opinion of Wilson Sonsini Goodrich & Rosati, Professional     
        Corporation, regarding certain tax aspects of the merger.             

 8.2*   Form of opinion of Morgan, Lewis & Bockius LLP, regarding certain tax 
        aspects of the merger.                                                

23.1    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation 
        (included as part of its opinion filed as Exhibit 5.1 and incorporated
        herein by reference.)                                                 

23.2    Consent of Ernst & Young LLP, Independent Auditors.                   

23.3    Consent of PricewaterhouseCoopers LLP, Independent Accountants.       

24.1    Power of Attorney (included on the signature page of this Form S-4 and
        incorporated herein by reference).                                    

99.1    Opinion of Salomon Smith Barney Inc. (included as Annex B to the proxy
        statement-prospectus forming a part of this Registration Statement and
        incorporated herein by reference.)                                    

99.2    Form of Proxy of Cambridge Technology Partners (Massachusetts), Inc.  

--------                                                                        
(1)  Incorporated by reference to the Registrant's Current Report on Form 8-K,  
dated November 20, 1998.                                              

(2)  Incorporated by reference to Registrant's Registration Statement on Form   
S-1 filed November 30, 1984, and all amendments thereto (File No. 2-  
94613).                                                               

(3)  Incorporated by reference to Registrant's Report on Form 8-A, filed        
December 13, 1999.                                                    

* To be filed by amendment.                                                   

(b) Financial Statement Schedules.                                        

The information required to be set forth herein is incorporated by        
reference.                                                                      

Item 22. Undertakings.                                                          

The undersigned Registrant hereby undertakes:                             

  (1) that, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section      
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where       
applicable, each filing of an employee benefit plan's annual report pursuant to 
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by   
reference in this registration statement shall be deemed to be a new            
registration statement relating to the securities offered therein, and the      
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof;                                                          

(2) that prior to any public reoffering of the securities registered      
hereunder through use of a prospectus which is a part of this registration      
statement, by any person or party who is deemed to be an underwriter within the 
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus   
will contain the information called for by the applicable registration form     
with respect to reofferings by persons who may be deemed underwriters, in       
addition to the information called for by the other items of the applicable     
form;                                                                           

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(3) that every prospectus (i) that is filed pursuant to paragraph (2)     
immediately preceding, or (ii) that purports to meet the requirements of        
Section 10(a)(3) of the Securities Act and is used in connection with an        
offering of securities subject to Rule 415, will be filed as a part of an       
amendment to the registration statement and will not be used until such         
amendment is effective, and that, for purposes of determining any liability     
under the Securities Act, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the initial  
bona fide offering thereof;                                                     

  (4) to respond to requests for information that is incorporated by reference
into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within   
one business day of receipt of such request, and to send the incorporated       
documents by first class mail or other equally prompt means. This includes      
information contained in documents filed after the effective date of the        
registration statement through the date of responding to the request; and       

(5) to supply by means of a post-effective amendment all information      
concerning a transaction, and the company being acquired involved therein, that 
was not the subject of and included in the registration statement when it       
became effective.                                                               

 Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the          
registrant pursuant to the provisions described in Item 20 above, or otherwise, 
the registrant has been advised that in the opinion of the Securities and       
Exchange Commission such indemnification is against public policy as expressed  
in the Securities Act and is therefore unenforceable. If a claim of             
indemnification against such liabilities (other than the payment by the         
registrant of expenses incurred or paid by a director, officer or controlling   
person of the registrant in a successful defense of any action, suit or         
proceeding) is asserted by such director, officer, or controlling person in     
connection with the securities being registered, the registrant will, unless in 
the opinion of its counsel the matter has been settled by controlling           
precedent, submit to a court of appropriate jurisdiction the question whether   
such indemnification by it is against public policy as expressed in the         
Securities Act and will be governed by the final adjudication of such issue.    

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SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its      
behalf by the undersigned, thereunto duly authorized, in the City of San Jose,  
California, on April 20, 2001.                                                  

                NOVELL, INC.

                                         /s/ Eric E. Schmidt
                                         By: _________________________________
                         Name: Eric E. Schmidt
                                     Title:  Chairman of the Board and
                                           Chief Executive Officer

POWER OF ATTORNEY 

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature  
appears below constitutes and appoints Eric E. Schmidt and Dennis R. Raney and  
each of them, his or her true and lawful attorneys-in-fact and agents with full 
power of substitution and resubstitution, for him or her and in his or her      
name, place and stead, in any and all capacities, to sign any and all           
amendments (including post-effective amendments) to this registration statement 
and to file the same with all exhibits thereto, and all documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said      
attorneys-in-fact and agents, and each of them, full power and authority to do  
and perform each and every act and thing requisite and necessary to be done, as 
fully to all intents and purposes as he or she might or could do in person,     
hereby ratifying and confirming all that said attorneys-in-fact and agents or   
any of them, or their or his substitute or substitutes, may lawfully do or      
cause to be done by virtue hereof. This power of attorney may be executed in    
counterparts.                                                                   

Pursuant to the requirements of the Securities Act of 1933, this          
registration statement has been signed by the following persons in the          
capacities and on the dates indicated.                                          

                                                                [Download Table]

             Signature                           Title                  Date     
             ---------                           -----                  ----     

                                                                                 
      /s/ Eric E. Schmidt            Chairman of the Board, Chief  April 20, 2001
____________________________________  Executive Officer and                      
          Eric E. Schmidt             Director (Principal                        
                                      Executive Officer)                         

      /s/ Dennis R. Raney            Executive Vice President,     April 20, 2001
____________________________________  Chief Financial Officer                    
          Dennis R. Raney             (Principal Financial and                   
                                      Accounting Officer)                        

       /s/ John A. Young             Director                      April 20, 2001
____________________________________                                             
           John A. Young                                                         

       /s/ Elaine R. Bond            Director                      April 20, 2001
____________________________________                                             
           Elaine R. Bond                                                        

                                     Director                      April   , 2001
____________________________________                                             
           Reed E. Hundt                                                         

II-4

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                                                                [Download Table]

             Signature                         Title       Date     
             ---------                         -----       ----     

                                                                    
                                     Director         April  , 2001 
____________________________________                                
           William N. Joy                                           

      /s/ Jack L. Messman            Director         April 20, 2001
____________________________________                                
          Jack L. Messman                                           

      /s/ Richard L. Nolan           Director         April 20, 2001
____________________________________                                
          Richard L. Nolan                                          

      /s/ Larry W. Sonsini           Director         April 20, 2001
____________________________________                                
          Larry W. Sonsini                                          

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EXHIBIT INDEX 

                                                                [Download Table]

 Exhibit                                                                      
  Number                               Description                            
 -------                               -----------                            
                                                                              
  2.1      Agreement and Plan of Reorganization, dated as of March 12, 2001,  
           by and among Novell, Inc., Ceres Neptune Acquisition Corp. and     
           Cambridge Technology Partners (Massachusetts), Inc. (included as   
           Annex A to the proxy statement-prospectus forming a part of this   
           Registration Statement and incorporated herein by reference).      

  3(i)     Registrant's Restated Certificate of Incorporation, as amended.    

  3(ii)(1) Registrant's Bylaws, as amended and restated September 21, 1998.   

  4.1      Reference is made to Exhibit 3(i).                                 

  4.2(2)   Form of Stock Certificate of Registrant.                           

  4.3(3)   Preferred Shares Rights Agreement, dated as of December 7, 1988, as
           amended and restated effective September 20, 1999, by and between  
           the Registrant and Mellon Investor Services, L.L.C., filed on      
           December 12, 1999.                                                 

  5.1      Opinion of Wilson Sonsini Goodrich & Rosati, Professional          
           Corporation, regarding validity of securities being registered.    

  8.1*     Form of opinion of Wilson Sonsini Goodrich & Rosati, Professional  
           Corporation, regarding certain tax aspects of the merger.          

  8.2*     Form of opinion of Morgan, Lewis & Bockius LLP, regarding certain  
           tax aspects of the merger.                                         

 23.1      Consent of Wilson Sonsini Goodrich & Rosati, Professional          
           Corporation (included as part of its opinion filed as Exhibit 5.1  
           and incorporated herein by reference.)                             

 23.2      Consent of Ernst & Young LLP, Independent Auditors.                

 23.3      Consent of PricewaterhouseCoopers LLP, Independent Accountants.    

 24.1      Power of Attorney (included on the signature page of this Form S-4 
           and incorporated herein by reference).                             

 99.1      Opinion of Salomon Smith Barney Inc. (included as Annex B to the   
           proxy statement-prospectus forming a part of this Registration     
           Statement and incorporated herein by reference.)                   

 99.2      Form of Proxy of Cambridge Technology Partners (Massachusetts),    
           Inc.                                                               

--------                                                                        
(1)  Incorporated by reference to the Registrant's Current Report on Form 8-K,  
dated November 20, 1998.                                              

(2)  Incorporated by reference to Registrant's Registration Statement on Form   
S-1 filed November 30, 1984, and all amendments thereto (File No. 2-  
94613).                                                               

(3)  Incorporated by reference to Registrant's Report on Form 8-A, filed        
December 13, 1999.                                                    

* To be filed by amendment.                                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
		6/23/07		78
		11/21/06		78
		1/1/02		49
		12/31/01		49
		9/30/01		11		119
Filed on:		4/20/01		1		144
		4/17/01		1					DEF 14A
		4/6/01		9
		4/2/01		80					10-K405
		3/31/01		24					10-Q
		3/28/01		65		73
		3/16/01		81					8-K
		3/15/01		81					10-Q,  DEFA14A
		3/13/01		80					425,  8-K,  DEFA14A
		3/12/01		2		145			8-K
		3/11/01		35		91
		3/10/01		39		138
		3/9/01		35		45
		3/8/01		35
		3/6/01		35
		3/5/01		81					DEF 14A
		3/2/01		35					DEF 14A
		3/1/01		91		112
		2/28/01		35
		2/27/01		35
		2/26/01		35					SC 13G/A
		2/25/01		35
		2/21/01		44
		2/14/01		34					SC 13G/A
		2/13/01		34					SC 13G/A
		2/12/01		34
		2/10/01		34
		2/9/01		34					SC 13G,  SC 13G/A
		2/7/01		34		39
		2/6/01		34		81			8-K
		2/2/01		34
		2/1/01		34
		1/31/01		14		103			10-Q
		1/26/01		81					10-K
		1/19/01		33					SC 13G/A
		1/13/01		44
		1/1/01		46
		12/31/00		14		95			10-K405,  10-K405/A
		12/14/00		44
		11/13/00		81					8-K
		11/3/00		88
		11/1/00		15		70
		10/31/00		14		107			10-K
		10/27/00		44
		10/16/00		44
		9/30/00		43		95			10-Q
		7/31/00		20					10-Q
		6/20/00		44
		4/30/00		20					10-Q
		4/28/00		80					DEF 14A
		3/22/00		44
		1/31/00		14		20			10-Q
		12/31/99		14					10-K
		12/29/99		44
		12/13/99		81		145			8-A12G
		12/12/99		141		145
		11/1/99		17		66
		10/31/99		14		80			10-K
		9/20/99		141		145
		7/31/99		20					10-Q
		4/30/99		20					10-Q
		1/31/99		20					10-Q
		12/31/98		14					10-K
		11/20/98		141		145			8-K
		10/31/98		14					10-K
		9/30/98		81					10-Q,  8-A12G/A,  S-3
		9/21/98		140		145
		1/1/98		93		105
		12/31/97		14					10-K
		10/31/97		14					10-K
		6/23/97		92					8-K
		12/31/96		14					10-K
		10/31/96		14
		4/12/93		20
		12/24/92		80
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