CONVERSION AGREEMENT

THIS CONVERSION AGREEMENT (this "Agreement") is executed as of December 30, 1999 (the "Effective Date") by and among MTI TECHNOLOGY CORPORATION, a Delaware corporation ("MTI"), THE CANOPY GROUP, INC., a Utah corporation ("CGI") and CALDERA SYSTEMS, INC., a Utah corporation (the "Company"). Each of the capitalized terms used but not otherwise defined herein shall have the meaning assigned to such term under the Agreement (as defined below).

WHEREAS, the Company has authorized 6,596,146 shares of Series AP referred Stock (the "Series A Preferred") for issuance;

WHEREAS, MTI and CGI desire to convert the MTI Shares (as defined below) and the CGI Shares (as defined below), respectively, into an equal number of shares of the Series A Preferred all as set forth below; and

WHEREAS, in consideration for the Company granting to MTI and CGI the right to convert the MTI Shares and CGI Shares into shares of the Series AP referred, MTI and CGI have agreed to enter into the Waiver of Investor Rights agreement, the Voting Agreement and the Amended and Restated Investor Rights Agreement, all dated as of the date hereof; and

WHEREAS, MTI, CGI and the Company desire to enter into this Agreement to provide the terms and conditions upon which the MTI Shares and the CGI Shares will be converted to shares of the Series A Preferred;

NOW THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MTI, CGI and the Company agree as follows:

1. Conversion. As of the Effective Date, CGI hereby elects to convert 5,273,974 shares of the common stock of the Company (the "Common Stock") held by CGI (the "CGI Shares") into a number of shares of the Series A Preferred equal to the number of the CGI Shares and MTI hereby elects to convert 1,322,172 shares of the Common Stock held by MTI (the "MTI Shares") into the number of shares of the Series A Preferred equal to the number of the MTI Shares.

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