SOFTWARE DISTRIBUTION AGREEMENT
                                     BETWEEN
                       TECH DATA PRODUCT MANAGEMENT, INC.
                                       AND
                             RED HAT SOFTWARE, INC.


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                         SOFTWARE DISTRIBUTION AGREEMENT

THIS AGREEMENT, DATED AS OF THIS 29TH DAY OF APRIL, 1999, IS BETWEEN TECH DATA
PRODUCT MANAGEMENT, INC., A FLORIDA CORPORATION ("TECH DATA"), WITH ITS
PRINCIPAL CORPORATE ADDRESS AT 5350 TECH DATA DRIVE, CLEARWATER, FLORIDA 33760
AND RED HAT SOFTWARE, INC., A DELAWARE CORPORATION ("RED HAT" OR "VENDOR"), WITH
ITS PRINCIPAL CORPORATE ADDRESS AT 5350 TECH DATA DRIVE, CLEARWATER, FLORIDA
33760 AND RED HAT SOFTWARE, INC., A DELAWARE CORPORATION ("RED HAT" OR
"VENDOR"), WITH ITS PRINCIPAL CORPORATE ADDRESS AT: 2600 MERIDIAN PARKWAY,
DURHAM, NC 27713.

                                    RECITALS

         A. Tech Data desires to purchase certain Products from Red Hat from
time to time and Red Hat desires to sell certain Products to Tech Data in
accordance with the terms and conditions set forth in this Agreement.

         B. Red Hat desires to appoint Tech Data as its non-exclusive
distributor to market Products within the Territory (as hereinafter defined) and
Tech Data accepts such appointment on these terms set forth in this Agreement.

         NOW, THEREFORE, in consideration of the Recitals, the mutual covenants
contained in this Agreement and other good and valuable consideration, Tech Data
and Red Hat hereby agree as follows:

                                    ARTICLE I
                 DEFINITIONS, APPOINTMENT AND TERM OF AGREEMENT

1.1      DEFINITIONS. The following definitions shall apply to this Agreement.

         (a) "Customers" of Tech Data shall include dealers, resellers, value
         added resellers, direct resellers and other entities that acquire the
         Products from Tech Data.

         (b) "DOA" shall mean Product, or any portion thereof, which fails to
         operate properly on initial installation, boot, or use, as applicable.

         (c) "Documentation" shall mean user manuals, training materials,
         Product descriptions and specifications, brochures, technical manuals,
         license agreements,


                        Tech Data /s/ SML Red Hat /s/ TS

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         supporting materials and other information relating to the Products and
         included with the Products, whether distributed in print, electronic,
         or video format.

         (d) "Effective Date" shall mean the date on which this Agreement is
         signed and dated by a duly authorized representative of Tech Data.

         (e) "End Users" shall mean the final purchasers or licensees who have
         acquired Products for their own use and not for resale, remarketing or
         redistribution.

         (f) "Non-Saleable Products" shall mean any Product that has been
         returned to Tech Data by its Customers that has had the outside shrink
         wrapping or other packaging seal broken; any components of the original
         package are missing, damaged or modified; or is otherwise not fit for
         resale.

         (g) "Products" shall mean, individually or collectively, the software
         licenses, electronic products, the sealed software packages comprised
         of the computer programs encoded on media together with manuals,
         materials and other contents of the packages associated therewith, if
         any, as more fully described in Schedule 1.1(g) attached hereto.

         (h) "Return Credit" shall mean a credit to Tech Data in an amount equal
         to the price paid by Tech Data for Products less any price protection
         credits but not including any early payment, prepayment or other
         discounts.

         (i) "Services" means any warrant, maintenance, advertising, marketing
         or technical support and any other services performed or to be
         performed by Red Hat.

         (j) "Territory" shall mean the United States, its territories and
         possessions, and Canada.

1.2      TERM OF AGREEMENT. The term of this Agreement shall commence on the
         Effective Date and, unless terminated by either party as set forth in
         this Agreement, shall remain in full force and effect for a term of
         one (1) year, and will be automatically renewed for successive
         one (1) year terms unless prior written notification of termination
         or non-renewal is delivered by one of the parties in accordance with
         the notice Agreement.


                        Tech Data /s/ SML Red Hat /s/ TS

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1.3      APPOINTMENT AS DISTRIBUTOR. Red Hat hereby grants to Tech Data the
         non-exclusive right and license to distribute Products during the term
         of this Agreement within the Territory, together with any updates or
         enhancements to the Products and any new releases related to the
         Products. This license includes the right to order, possess and
         distribute the Products. This license includes the right to order,
         possess and distribute the Products to Customers and to provide the
         Products to Customers for use on demonstration units. Red Hat and Tech
         Data acknowledge and agree that the license to use the Product is
         solely between Red Hat and the End User and is governed by the terms of
         the Vendor's standard use license enclosed with the Product. This
         Agreement does not grant Red Hat or Tech Data an exclusive right to
         purchase or sell Products and shall not prevent either party from
         developing or acquiring other vendors or customers or competing
         Products. Tech Data will use commercially reasonable efforts to promote
         distribution of the Products. Red Hat agrees that Tech Data may obtain
         Products in accordance with this Agreement for the benefit of its
         parent, affiliates and subsidiaries. Said parent, affiliates and
         subsidiaries of Tech Data shall be entitled to order Products directly
         from Red Hat pursuant to this Agreement.

                           ARTICLE II. PURCHASE ORDERS

2.1      ISSUANCE AND ACCEPTANCE OF PURCHASE ORDER.

         (a) This Agreement shall not obligate Tech Data to purchase any
         Products or Services except as specifically set forth in a written
         purchase order.

         (b) Tech Data may issue to Red Hat one or more purchase orders
         identifying the Products Tech Data desires to purchase from Red Hat.
         The terms and conditions of this Agreement shall govern all purchase
         orders, except that purchase orders may include other terms and
         conditions which are consistent with the terms and conditions of this
         Agreement, or which are mutually agreed to in writing by Tech Data and
         Red Hat. Purchase orders will be placed by Tech Data by fax or
         electronically transferred.

         (c) A purchase order shall be deemed accepted by Red Hat unless Red Hat
         notifies Tech Data in writing within five (5) business days of the date
         of the purchase order that Red Hat does not accept the purchase order.

2.2      PURCHASE ORDER ALTERATIONS OR CANCELLATIONS. Up to five (5) calendar
         days prior to shipment of Products, Red Hat shall accept alterations to
         a purchase order in order to: (i) change a location for delivery, (ii)
         modify the quantity or type of Products


                        Tech Data /s/ SML Red Hat /s/ TS

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         to be delivered or (iii) correct typographical or clerical errors.
         Red Hat shall accept the cancellation of purchase order up to
         [CONFIDENTIAL TREATMENT REQUESTED]** prior to shipment of Products.

2.3      EVALUATION OR DEMONSTRATION PURCHASE ORDERS. Red Hat shall provide to
         Tech Data a reasonable number of demonstration or evaluation Products
         at no charge.

2.4      PRODUCT SHORTAGES. If for any reason Red Hat's production is not on
         schedule, Red Hat may allocate available inventory to Tech Data and
         make shipments based upon a fair and reasonable percentage allocation
         among Red Hat's customers. Such allocations shall not impact the
         [CONFIDENTIAL TREATMENT REQUESTED]** which were mutually agreed upon
         in writing if Tech Data has scheduled orders which Red Hat cannot
         fulfill and Tech Data has already reached
         [CONFIDENTIAL TREATMENT REQUESTED]** or greater of the required
         performance goal.

2.5      PROOF OF DELIVERY ("POD"). Vendor shall provide to Tech Data, at no
         charge, a hard copy Proof of Delivery for any drop shipment requested
         by Tech Data. The POD shall be faxed to Tech Data within [CONFIDENTIAL
         TREATMENT REQUESTED]** of the initial request. If the POD is not
         received within the specified time, the invoice will be considered
         disputed and no payment shall be made to vendor on that invoice.

                            ARTICLE III. DELIVERY AND
                             ACCEPTANCE OF PRODUCTS

3.1      ACCEPTANCE OF PRODUCTS. Tech Data shall, after a reasonable time to
         inspect each shipment, accept Products (the "Acceptance Date") if the
         Products and all necessary documentation delivered to Tech Data are in
         accordance with the purchase order. Any products not ordered or not
         otherwise in accordance with the purchase order. Any Products not
         ordered or not otherwise in accordance with the purchase order (e.g.
         mis-shipments, overshipments) may be returned to Red Hat's expense
         (including reasonable costs of shipment or storage). Red Hat shall
         refund to Tech Data within [CONFIDENTIAL TREATMENT REQUESTED]**
         following notice thereof, all monies paid in respect to such rejected
         Products. Tech Data shall not be required to accept partial shipment
         unless Tech Data agrees prior to shipment.

3.2      TITLE AND RISK OF LOSS [CONFIDENTIAL TREATMENT REQUESTED]** Title
         and risk of loss or damage to Products shall pass to Tech Data at
         the time the Products are [CONFIDENTIAL TREATMENT REQUESTED]** Red
         Hat and Tech Data agree that no title or ownership of the
         proprietary rights to any software code is transferred by virtue of
         this Agreement notwithstanding the use of terms such as "purchase,"
         "sale" or the like within this Agreement. Red Hat retains all
         ownership rights and title to any software code within the Products.

3.3      TRANSPORTATION OF PRODUCTS. Red Hat shall deliver the Products
         clearly marked on the Products' package with product description and
         machine readable bar code (employing UPC or other industry standard
         bar code) to Tech Data at the location shown and on the delivery
         date set forth in the applicable purchase order or as otherwise
         agreed upon by the parties. Charges for transportation of the
         Products shall be paid by [CONFIDENTIAL TREATMENT REQUESTED]** Red
         Hat shall use only those common carriers preapproved by Tech Data or
         listed in Tech Data's published routing instructions, unless prior
         written approval of Tech Data is received.


                        Tech Data /s/ SML Red Hat /s/ TS

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                               ARTICLE IV. RETURNS

4.1      INVENTORY ADJUSTMENT. Red Hat and Tech Data will work together to
         maintain reasonable inventory levels. Notwithstanding, Red Hat agrees
         to accept return of overstocked Products [CONFIDENTIAL TREATMENT
         REQUESTED]**. Shipments of Products being returned shall be new, unused
         and in sealed cartons. Vendor shall credit Tech Data's account in the
         amount of the Return Credit. Tech Data shall bear all costs of shipping
         and risk of loss of those Products returned under this Section 4.1 to
         Red Hat's location.

4.2      DEFECTIVE PRODUCTS/DEAD ON ARRIVAL (DOA). Tech Data shall have the
         right to return to Red Hat for Return Credit any DOA Product or any
         Product that fails to perform in accordance with Red Hat's Product
         warranty that is returned to Tech Data within thirty (30) days after
         Tech Data receives the RMA. Red Hat shall bear all costs of shipping
         and risk of loss of DOA and in-warranty Products to Red Hat's location
         and back to Tech Data or Tech Data's Customer.

4.3      OBSOLETE OR OUTDATED PRODUCT. Tech Data shall have the right to return
         for Return Credit [CONFIDENTIAL TREATMENT REQUESTED]** all Products
         that become obsolete or Red Hat continues, updates, revises or are
         removed from Red Hat's current price list. Tech Data is to return all
         such Products in its inventory within [CONFIDENTIAL TREATMENT
         REQUESTED]** after Tech Data receives written notice from Red Hat that
         such Products are obsolete, superseded by a newer version, discontinued
         or are removed from Red Hat's price list. Within [CONFIDENTIAL
         TREATMENT REQUESTED]** of Tech Data's receipt of written notice, Tech
         Data will use best efforts to provide Red Hat with reports indicating
         current Customer inventory levels. These reports are intended to give
         Red Hat a realistic expectation of the Customer returns that Red Hat
         will be expected to accept following the expiration of the
         aforementioned [CONFIDENTIAL TREATMENT REQUESTED]** return period.
         [CONFIDENTIAL TREATMENT REQUESTED]** shall bear all costs of ground
         shipping and risk of loss of Obsolete or Outdated Products to Red
         Hat's location.

4.4      NON-SALEABLE. Tech Data shall have the right to return to Red Hat for
         Return Credit Non-Saleable Products. [CONFIDENTIAL TREATMENT
         REQUESTED]** shall bear all costs of shipping and risk of loss of
         Non-Saleable Products to Red Hat's location.


                        Tech Data /s/ SML Red Hat /s/ TS

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4.5      CONDITION PRECEDENT TO RETURNS. As a condition precedent to returning
         Products, Tech Data shall request and Red Hat shall issue a Return
         Material Authorization Number (RMA) in accordance with and subject to
         Section 8.9 of this Agreement.

                          ARTICLE V. PAYMENT TO RED HAT

5.1      CHARGES, PRICES AND FEES FOR PRODUCTS. Charges, prices, quantities and
         discounts, if any, for Products shall be determined as set forth in
         Schedule 1.1(g), or as otherwise mutually agreed upon by the parties in
         writing, and may be confirmed at the time order. In no event shall
         charges exceed Red Hat's then current established charges. Tech Data
         shall not be bound by any of Red Hat's suggested prices.

5.2      PAYMENT. Except as otherwise set forth in this Agreement, any
         undisputed sum due to Red Hat pursuant to this Agreement shall be
         payable as follows: [CONFIDENTIAL TREATMENT REQUESTED]** after the
         invoice receipt. Red Hat shall invoice Tech Data no earlier than the
         applicable shipping date for the Products covered by such invoice.
         Products which are shipped from outside the United States, shall not
         be invoiced to Tech Data prior to the Products being placed on a
         common carrier within the United States for final delivery to Tech
         Data. The due date for payment shall be extended during any time the
         parties have a bona fide dispute concerning such payment.
         Notwithstanding anything herein to the contrary, for the inital
         order only, payment shall be [CONFIDENTIAL TREATMENT REQUESTED]**
         and Tech Data may return [CONFIDENTIAL TREATMENT REQUESTED]** of the
         Products delivered under the initial order for Return Credit.

5.3      INVOICES. A "correct" invoice shall contain (i) Red Hat's name and
         invoice date, (ii) a reference to the purchase order or other
         authorizing document, (iii) separate descriptions, unit prices and
         quantities of the Products actually delivered, (iv) credits (if
         applicable), (v) shipping charges (if applicable) (vi) name (where
         applicable), title, phone number and complete mailing address as to
         where payment is to be sent, and (vii) other substantiating
         documentation or information as may reasonably be required by Tech Data
         from time to time. Notwithstanding any pre-printed terms or conditions
         on Red Hat's invoices, the terms and conditions of this Agreement shall
         apply to and govern all invoices issued by Red Hat hereunder, except
         that invoices may include other terms and conditions which are
         consistent with the terms and conditions of this Agreement, or which
         are mutually agreed to in writing by Tech Data and Red Hat.

                        Tech Data /s/ SML Red Hat /s/ TS

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5.4      TAXES. Tech Data shall be responsible for franchise taxes, sales or use
         taxes or shall provide Red Hat with an appropriate exemption
         certificate. [CONFIDENTIAL TREATMENT REQUESTED]** shall be
         responsible for all other taxes, assessments, permits and fees,
         however designated, which are levied upon this Agreement or the
         Products, except for taxes based upon [CONFIDENTIAL TREATMENT
         REQUESTED]** No taxes of any type shall be added to invoices without
         the prior written approval of Tech Data before shipping.

5.5      [CONFIDENTIAL TREATMENT REQUESTED]** PRICING AND TERMS. Red Hat
         [CONFIDENTIAL TREATMENT REQUESTED]**.

5.6      PRICE ADJUSTMENTS.

         (a) PRICE INCREASES. Red Hat shall have the right to increase prices
         from time to time, upon written notice to Tech Data not less than
         [CONFIDENTIAL TREATMENT REQUESTED]** to the effective date of such
         increase. All orders placed prior to the effective date of the
         increase, for shipment prior to the effective date, shall be
         invoiced by Red Hat at the lower price.

         (b) PRICE DECREASES. Red Hat shall have the right to decrease prices
         from time to time, upon written notice to Tech Data. Red Hat shall
         grant to Tech Data, its parent, affiliates and subsidiaries and Tech
         Data's Customers a price credit for [CONFIDENTIAL TREATMENT
         REQUESTED]** of any Red Hat price decrease or all products on order,
         in transit and in their inventory on the effective date of such
         price decrease. Tech Data and its Customers shall, after receiving
         written notice of the effective date of the price decrease, provide
         a list of all Products for which they claim a credit. Red Hat shall
         have the right to a reasonable audit at Red Hat's expense.

5.7      ADVERTISING.

         (a) MARKET DEVELOPMENT FUNDS. Red Hat may offer advertising credits, or
         other promotional programs or incentives to Tech Data as it offers to
         its other distributors or customers. Tech Data shall have the right, at
         Tech Data's option, to participate in such programs.

         (b) ADVERTISING SUPPORT. Red Hat shall provide [CONFIDENTIAL TREATMENT
         REQUESTED]** to Tech Data and the Customers of Tech Data, reasonable
         marketing support, and advertising materials in limited quantities in
         connection with the resale of Products as are currently offered or
         that may be offered by Red Hat. Tech Data reserves the right to charge
         Red Hat for advertising, marketing and training services which are
         preapproved by the Red Hat.

         (c) LAUNCH FUNDS. Prior to receipt of the initial purchase order, Red
         Hat shall pay Tech Data for all launch funds expenditures to which Red
         Hat and Tech Data have agreed.

         (d) [CONFIDENTIAL TREATMENT REQUESTED]**.

                             ARTICLE VI. WARRANTIES,
                  INDEMNITIES AND OTHER OBLIGATIONS OF RED HAT

6.1      WARRANTY. Red Hat hereby represents and warrants that Red Hat has
         all right, title, ownership interest and marketing rights necessary
         to provide the Products to Tech Data. Red Hat further represents and
         warrants that it has not entered into any agreements or commitments
         which are inconsistent with or in conflict with the rights granted
         to Tech Data in this Agreement; the Products are new and shall be
         free and clear of all liens and encumbrances; Tech Data and its
         Customers and End Users shall be entitled to use the Products
         without disturbance; the Products meet all applicable FCC
         requirements; the Products do and will conform to all codes, laws or
         regulations; to the best of Red Hat's knowledge the Products
         have the ability to accurately recognize and process date data
         related to the 20th and 21st centuries and leap year, without error or
         interruption (are Year 2000 compliant); and the Products conform in
         all respects to the Product warranties. Red Hat agrees that Tech Data
         shall be entitled to pass through to Customers of Tech Data and End
         Users of the Products all Product warranties granted by Red Hat.
         Tech Data shall have no authority to alter or extend any of the
         warranties of Red Hat expressly contained or referred to in this
         Agreement without prior approval of Red Hat. Red Hat has made
         express warranties in this Agreement and in Documentation,
         promotional and advertising materials.


                        Tech Data /s/ SML Red Hat /s/ TS

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         EXCEPT AS SET FORTH HEREIN OR THEREIN, RED HAT DISCLAIMS ALL
         WARRANTIES WITH REGARD TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION,
         THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
         PARTICULAR PURPOSE. THIS SECTION SHALL SURVIVE TERMINATION OR
         EXPIRATION OF THIS AGREEMENT.

6.2      PROPRIETARY RIGHTS Indemnification. Red Hat hereby
         represents and warrants that the Products and the sale and use of
         the Products do not infringe on any copyright, patent, trademark,
         trade secret, or other proprietary or intellectual property right of
         any third party, and that there are no suits or proceedings pending
         or threatened alleging any such infringement Red Hat shall
         indemnify and hold Tech Data, Tech Data's parent, affiliates and
         subsidiaries and their respective officers, directors, employees
         and agents harmless from and against any and all actions, claims,
         losses, damages, liabilities, awards, costs and expenses, which they
         or any of them incur or become obligated to pay resulting from or
         arising out of any breach or claimed breach of the foregoing
         warranty. Tech Data shall, as soon as reasonably possible, inform
         Red Hat of any such suit or proceeding filed against Tech Data and
         shall have the right, but not the obligation, to participate in the
         defense of any such suit or proceeding at Tech Data's expense. Tech
         Data will provide its reasonable assistance in the defense of any
         claim, suit or proceeding, at Red Hat's expense. Red Hat shall, at
         its option and expense, either (i) procure for Tech Data, its
         Customers and End Users the right to continue to use the Product as
         set forth in this Agreement, or (ii) replace, to the extent Products
         are available, or modify the Product to make its use non-infringing
         while being capable of performing the same function without
         degradation of performance. If neither of the foregoing alternatives
         (i) or (ii) is reasonably available, Red Hat shall accept a return
         of the Products from Tech Data, at Red Hat's sole loss and expense,
         and shall refund to Tech Data the full amount of the price paid by
         Tech Data for said returned Products, less any price protection
         credits, but not including any early payment or prepayment discounts.
         Red Hat shall have no liability under this Section 6.2 for any
         infringement based on the use of any Product, if the Product is used
         in a manner or with equipment for which it was not reasonably
         intended. Red Hat's obligations under this Section 6.2 shall survive
         termination or expiration of this Agreement.

6.3      INDEMNIFICATION.

         (a) VENDOR. Red Hat shall be solely responsible for the design,
         development, supply, production and performance of the Products. Red
         Hat agrees to indemnify and hold Tech Data, its parent, affiliates
         and subsidiaries and their officers, directors and employees
         harmless from and against any and all claims, damages, costs,
         expenses (including, but not limited to, reasonable attorney's fees
         and costs) or liabilities that may result, in whole or in part, from
         any warranty or Product liability claim, or any claim for
         infringement, or for claims for violation of any of the warranties
         contained in this Agreement, or for claims that the Products are
         Year 2000 compliant provided that Tech Data provides notice to Red Hat
         of any and all such claims and provides reasonable assistance to Red
         Hat in the defense of such claims at Red Hat's expense.

         (b) TECH DATA. Tech Data agrees to indemnify and hold Red Hat, its
         officers, directors and employees harmless from and against any and
         all claims, damages, costs, expenses (including, but not limited,
         reasonable attorney's fees and costs) or liabilities that may
         result, in whole or in part from any warranty or Product liability
         claim, or any claim for infringement, or for claims for violation of
         any of the warranties made by Tech Data related to the Products in
         excess of the warranties of Red Hat provided that Red Hat provides
         notice to Tech Data of any all such claims and provides reasonable
         assistance to Tech Data in the defense of such claims at Tech Data's
         expense.

6.4      INSURANCE.

         (a) The parties shall be responsible or providing Worker's Compensation
         insurance in the statutory amounts required by the applicable state
         laws.

         (b) Without in any way limiting Red Hat's indemnification obligation
         as set forth in this Agreement, Red Hat shall maintain Commercial
         General Liability or Comprehensive General Liability Insurance in such
         amounts as is reasonable and standard for the industry. Either policy
         form should contain the following coverages: Personal and
         Advertising Injury, Broad Form Property Damage, Products and
         Completed Operations, Contractual Liability, employees as Insured
         and Fire Legal Liability.

         (c) Red Hat will provide evidence of the existence of insurance
         coverages referred to in this Section 6.4 by certificates of
         insurance which should also provide for at least thirty (30) days
         notice of cancellation, non-renewal or material change of coverage
         to Tech Data. The certificates of insurance shall name Tech Data
         Product Management, Inc., its parent, affiliates and subsidiaries as
         Additional Insureds for the limited purpose of claims arising
         pursuant to this Agreement.


6.5      LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER
         PURSUANT TO THIS AGREEMENT FOR AMOUNTS REPRESENTING INDIRECT, SPECIAL,
         INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF THE OTHER PARTY
         ARISING FROM THE


                        Tech Data /s/ SML Red Hat /s/ TS

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         PERFORMANCE OR BREACH OF ANY TERMS OF THIS AGREEMENT.

6.6      ECCN/EXPORT. Red Hat agrees to provide Tech Data, upon signing this
         Agreement and at any time thereafter that Red Hat modifies or adds
         Products distributed or to be distributable by Tech Data, with the
         Export Control Classification Number (ECCN) for each of Red Hat's
         Products, and information as to whether or not any of such Products are
         classified under the U.S. Munitions List.

6.7      This section was intentionally deleted.

6.8      This section was intentionally deleted.

6.9      TECH DATA REPORTS. Tech Data shall, if requested, render [CONFIDENTIAL
         TREATMENT REQUESTED]** sales out reports on Tech Data's BBS system.
         Information provided will include: month and year sales activity
         occurred, internal product number (assigned by Tech Data), written
         description, Customer name, state and zip-code of Customers location,
         unit cost (distributor's cost at quantity 1), quantity and extended
         cost (cost times quantity). Red Hat agrees that any such information
         provided by Tech Data shall be received and held by Red Hat in strict
         confidence and shall be used solely for sell through or compensation
         reporting information and shall not be used for purpose related to Red
         Hat's sales activities.

6.10     TRADEMARK USAGE. Tech Data is hereby authorized to use trademarks and
         tradenames of Red Hat and third parties who have licensed their
         trademarks or tradenames to Red Hat, if any, used in connection with
         advertising, promoting or distribution the Products. Tech Data
         recognizes Red Hat or other third parties may have rights or ownership
         of certain trademarks, tradenames and patents associated with the
         Products. Tech Data will act consistent with such rights, and Tech Data
         shall comply with any reasonable written guidelines when provided by
         Red Hat or third parties who have licensed their trademarks or
         tradenames Red Hat related to such trademark or trade name usage. Tech
         Data will notify Red Hat of any infringement of which Tech Data has
         actual knowledge. Tech Data shall discontinue use of Red Hat's
         trademarks or trade names upon termination o this Agreement, except as
         may be necessary to sell or liquidate any Product remaining in Tech
         Data's inventory.


                        Tech Data /s/ SML Red Hat /s/ TS

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**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>


                     ARTICLE VII. TERMINATION OR EXPIRATION

7.1      TERMINATION.

         (a) TERMINATION WITH OR WITHOUT CAUSE. Either party may terminate this
         Agreement, with or without cause, upon giving the other party thirty
         (30) days prior written notice. In the event that either party
         materially or repeatedly defaults in the performance of any of its
         duties or obligations set forth in this Agreement, and such default is
         not substantially cured within thirty (30) days after written notice is
         given to the defaulting party specifying the default, then the party
         not in default may, by giving written notice thereof to the defaulting
         party, terminate this Agreement or the applicable purchase order
         relating to such default as of the date specified in such notice of
         termination.

         (b) TERMINATION FOR INSOLVENCY OR BANKRUPTCY. Either party may
         immediately terminate this Agreement and any purchase orders by giving
         written notice to the other party in the event of (i) the liquidation
         or insolvency of the other party, (ii) the appointment of a receiver or
         similar officer for the other party, (iii) an assignment by the other
         party for the benefit of all or substantially all of its creditors,
         (iv) entry by the other party into an agreement for the composition,
         extension, or readjustment of all or substantially all of its
         obligations, or (v) the filing of a petition in bankruptcy by or
         against a party under any bankruptcy or debtor's law for its relief of
         reorganization which is not dismissed within ninety (90) days.

7.2      RIGHTS UPON TERMINATION OR EXPIRATION.

         (a) Termination or expiration of this Agreement shall not affect Red
         Hat's right to be paid for undisputed invoices for Products already
         shipped and accepted by Tech Data or Tech Data's rights to any credits
         or payments owed or accrued to the date of termination or expiration.
         Tech Data's rights to credits upon termination or expiration shall
         include credits against which Tech Data would, but for termination or
         expiration, be required under this Agreement to apply to future
         purchases.

         (b) Red Hat shall accept purchase orders from Tech Data for
         additional Products which Tech Data is contractually obligated to
         furnish to its Customers and does not have in its inventory upon the
         termination or expiration of this Agreement; provided Tech Data
         notifies Red Hat of any and all such transactions within [CONFIDENTIAL
         TREATMENT REQUESTED]** following the termination or expiration date.

         (c) Upon termination or expiration of this Agreement, Tech Data shall
         discontinue holding itself out as a distributor of the Products.

7.3      REPURCHASE OF PRODUCTS UPON TERMINATION OR EXPIRATION. Upon the
         effective date of termination or expiration of this Agreement for any
         reason, Red Hat agrees to


                        Tech Data /s/ SML Red Hat /s/ TS

Page 11


--------------
**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>


         repurchase all Products in Tech Data's inventory and Products which are
         returned to Tech Data by its Customers within [CONFIDENTIAL TREATMENT
         REQUESTED]** following the effective date of termination or expiration.
         Red Hat will repurchase such Products at the original purchase
         price, less any deductions for price protection. The repurchase
         price shall not be reduced by any deductions or offsets for early
         pay or prepay discounts. Such returns shall not reduce or
         offset any co-op payments or obligations owed to Tech Data. Within
         [CONFIDENTIAL TREATMENT REQUESTED]** following the effective date of
         termination or expiration, Tech Data shall return to Red Hat for
         repurchase all Product held in Tech Data's inventory as of the
         effective date of termination or expiration. Within [CONFIDENTIAL
         TREATMENT REQUESTED]** following the effective date of termination or
         expiration, Tech Data shall use best efforts to provide reports
         indicating current Customer inventory levels. These reports are
         intended to give Red Hat a realistic expectation of the Customer
         returns that Red Hat will be expected to accept following the
         expiration for the aforementioned [CONFIDENTIAL TREATMENT REQUESTED]**
         return period. Red Hat will issue an RMA to Tech Data for all such
         Products; provided, however, that Red Hat shall accept returned
         Products in accordance with this Section absent an RMA if Red Hat fails
         to issue said RMA within [CONFIDENTIAL TREATMENT REQUESTED]** of Tech
         Data's request. Red Hat shall credit any outstanding balances owed to
         Tech Data. If such credit exceeds amounts due from Tech Data, Red Hat
         shall remit in the form of a check to Tech Data the excess within
         [CONFIDENTIAL TREATMENT REQUESTED]** of receipt of the Product.
         Customized Products shall not be eligible for repurchase pursuant to
         this Section.

7.4      SURVIVAL OF TERMS. Termination or expiration of this Agreement for any
         reason shall not release either party from any liabilities or
         obligations set forth in his Agreement which (i) the parties have
         expressly agreed shall survive any such termination or expiration, or
         (ii) remain to be performed or by their nature would be in tended to be
         applicable following any such termination or expiration. The
         termination or expiration of this Agreement shall not affect any of
         Red Hat's warranties, indemnification or obligations relating to
         returns, co-op advertising payments, credits or any other matters
         set forth in this Agreement that should survive termination or
         expiration in order to carry out their intended purpose, all of
         which shall survive the termination or expiration of this Agreement.

                           ARTICLE VIII. MISCELLANEOUS


8.1      BINDING NATURE, ASSIGNMENT, AND SUBCONTRACTING. This Agreement shall be
         binding on the parties and their respective successors and assigns.
         Neither party shall have the power to assign this Agreement without the
         prior written consent of the other party, which consent will not
         withheld or delayed.

8.2      COUNTERPARTS. This Agreement may be executed in several counterparts,
         all of which taken together shall constitute one single agreement
         between the parties.


                        Tech Data /s/ SML Red Hat /s/ TS

Page 12


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**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>


8.3      HEADINGS. The Article and Section headings used in this Agreement are
         for reference and convenience only and shall not affect the
         interpretation of this Agreement.

8.4      RELATIONSHIP OF PARTIES. Tech Data is performing pursuant to this
         Agreement only as an independent contractor. Nothing set forth in this
         Agreement shall be construed to create the relationship of principal
         and agent between Tech Data and Red Hat. Neither party shall act or
         represent itself, directly or by implication, as an agent of the other
         party.

8.5      CONFIDENTIALITY. Each party acknowledges that in the course of
         performance of its obligations pursuant to this Agreement, it may
         obtain certain information specifically marked as confidential or
         proprietary. Each party hereby agrees that all such information
         communicated to it by the other party, its parent, affiliates
         subsidiaries, or customers, whether before or after the Effective date,
         shall be and was received in strict confidence, shall be used only for
         purposes of this Agreement, and shall not be disclosed without the
         prior written consent of the other party, except as may be necessary by
         reason of legal, accounting or regulatory requirements beyond either
         party's reasonable control. The provisions of this Section shall
         survive termination or expiration of this Agreement for any reason for
         a period of [CONFIDENTIAL TREATMENT REQUESTED]** after said termination
         or expiration.

8.6      This section was intentionally deleted.

8.7      NOTICE. Wherever one party is required or permitted to give notice to
         the other party pursuant to this Agreement, such notice shall be deemed
         given when actually delivered by hand, by telecopier (if and when
         immediately confirmed in writing by any of the other means provided
         herein ensuring acknowledgement of receipt thereof for purposes of
         providing notice of default or termination), via overnight courier, or
         when mailed by registered or certified mail, return receipt requested,
         postage prepaid, and addressed as follows:

<TABLE>
<CAPTION>

          IN THE CASE OF RED HAT:    IN THE CASE OF TECH DATA:
          -----------------------    -------------------------
          <S>                        <C>
          Red Hat Software, Inc.     Tech Data Product Management, Inc.
          2600 Meridian Parkway,     5350 Tech Data Drive
          Durham, NC 27713           Clearwater, FL 33760
          Attn:  Counsel             Attn:  Vice President-Marketing Operations
                                     cc:  Contracts Administration

</TABLE>


                        Tech Data /s/ SML Red Hat /s/ TS

Page 13


--------------
**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>


         Either party may from time to time change its address for notification
         purposes by giving the other party written notice of the new address
         and the date upon which it will become effective.

8.8      FORCE MAJEURE. The term "Force Majeure" shall be defined to include
         fires or other casualties or accidents, acts of God, severe weather
         conditions, strikes or labor disputes, war or other violence, or any
         law, order, proclamation, regulation, ordinance, demand or requirement
         of any government agency.

         (a) If a Force Majeure prevents a party from performance, such
         performance is excused for so long as the excused party provides prompt
         written notice describing the Force Majeure and immediately continues
         performance once the Force Majeure condition is removed.

         (b) If, due to a Force Majeure condition, the schedules time of
         delivery or performance is or will be delayed for more than ninety (90)
         days after the schedules date, the party not relying upon the Force
         Majeure condition may terminate, without liability to the other party,
         any purchase order or portion thereof covering the delayed Products.

8.9      RETURN MATERIAL AUTHORIZATION NUMBER. Red Hat is required to issue an
         RMA to Tech Data within [CONFIDENTIAL TREATMENT REQUESTED]** days of
         Tech Data's request, subject to the terms and condition of this
         agreement; however, if the RMA is not received by Tech Data
         [CONFIDENTIAL TREATMENT REQUESTED]**, Red Hat shall accept returned
         Products absent an RMA.

8.10     CREDITS TO TECH DATA. In the event any provision of this Agreement or
         any other agreement between Tech Data and Red Hat required that Red Hat
         grant credits to Tech Data's account, and such credits are not received
         within [CONFIDENTIAL TREATMENT REQUESTED]**, all such credits shall
         become effective immediately upon notice to Red Hat. In such event,
         Tech Data shall be entitled to deduct any such credits from the next
         monies owed to Red Hat. In the event credits exceed any balances owed
         by Tech Data to Red Hat, Red Hat shall, upon request from Tech Data,
         issue a check payable to Tech Data within [CONFIDENTIAL TREATMENT
         REQUESTED]** of such notice. Credits owed to Tech Data shall not be
         reduced by early payment or prepayment discounts. Tech Data shall have
         the right to set off against any amounts due to Red Hat under this
         Agreement or any invoices issued by Red Hat related to this Agreement
         any and all amounts due to Tech data from Red Hat, whether or not
         arising under this Agreement.


                        Tech Data /s/ SML Red Hat /s/ TS

Page 14


--------------
**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>


8.11     SEVERABILITY. If, but only to the extent that, any provision of this
         Agreement is declared or found to be illegal, unenforceable or void,
         then both parties shall be relieved of all obligations arising under
         such provision, it being the intent and agreement of the parties that
         this Agreement shall be deemed amended by modifying such provision to
         the extent necessary to make it legal and enforceable while preserving
         its intent.

8.12     WAIVER. A waiver by either of the parties of any covenants, conditions
         or agreements to be performed by the other party or any breach thereof
         shall not be construed to be a waiver of any succeeding breach thereof
         or of any other covenant, condition or agreement herein contained. No
         waiver shall be valid unless in writing and signed by the party
         granting such waiver.

8.13     REMEDIES. All remedies set forth in this Agreement shall be cumulative
         and in addition to and not in lieu of any other remedies available to
         either party at law, in equity or otherwise, and may be enforced
         concurrently or from time to time.

8.14     ENTIRE AGREEMENT. This Agreement, including any Exhibits and documents
         referred to in this Agreement or attached hereto, constitutes the
         entire and exclusive statement of Agreement between the parties with
         respect to its subject matter and there are no oral or written
         representations, understandings or agreements relating to this
         Agreement which are not fully expressed herein. The parties agree that
         unless otherwise agreed to in writing by the party intended to be
         bound, the terms and conditions of this Agreement shall prevail over
         any contrary terms in any purchase order, sales acknowledgement,
         confirmation or any other document issued by either party affecting the
         purchase or sale of Products hereunder.

8.14     GOVERNING LAW. This Agreement shall have [CONFIDENTIAL TREATMENT
         REQUESTED]** as its situs and shall be governed by and construed in
         accordance with the laws of the State of [CONFIDENTIAL TREATMENT
         REQUESTED]**, without reference to choice of laws. The parties agree
         that this Agreement excludes the application of the 1980 United Nations
         Convention on Contracts for the International Sale of Goods, if
         otherwise applicable.

8.16     TIME OF PERFORMANCE. Time is hereby expressly made of the essence with
         respect to each and every term and condition of this Agreement.


                        Tech Data /s/ SML Red Hat /s/ TS

Page 15


--------------
**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>


         IN WITNESS WHEREOF, the parties have each caused this Agreement to be
signed and delivered by its duly authorized officer or representative as of the
Effective Date.

RED HAT SOFTWARE, INC.                 TECH DATA PRODUCT MANAGEMENT, INC.



By:  /s/ TERESA SPANGLER               By:  /s/ GERALD M. LABIE
   --------------------------------       -------------------------------------
Printed Name:  TERESA SPANGLER         Printed Name:  GERALD M. LABIE
             ----------------------                 ---------------------------
Title:  BUSINESS UNIT LEADER SALES     Title:  SENIOR VICE PRESIDENT, MARKETING
      -----------------------------          ----------------------------------
Date:  APRIL 18, 1999                  Date:  APRIL 29, 1999
     ------------------------------         -----------------------------------


                        Tech Data /s/ SML Red Hat /s/ TS

Page 16


--------------
**[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED
AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED
MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


<PAGE>

                                                                SCHEDULE 1.1(g)

RED HAT SOFTWARE, INC.
DISTRIBUTOR PRICE LIST
EFFECTIVE APPRIL 26, 1999

<TABLE>
<CAPTION>
                                                                                         CLASS A      CLASS B     CLASS C
<S>                                <C>                                <C>              <C>          <C>          <C>
                                   Average Monthly Volume*                             $500,000.00  $100,000.00  $25,000.00

<CAPTION>

PRODUCT CODE                                  DESCRIPTION                   UPC          CLASS A      CLASS B     CLASS C
<S>                                <C>                                <C>              <C>          <C>          <C>
RH6000                             Official Red Hat Linux 6.0/Intel   638347-50052-7        $62.50       $67.96      $71.96
ARH6000                            Official Red Hat Linux 6.0/Alpha   638347-50055-8        $62.50       $67.96      $71.96
SRH6000                            Official Red Hat Linux 6.0/SPARC   638347-50056-5        $62.50       $67.96      $71.96
RH6300                             Red Hat Linux 6.0 EXTRA            638347-50067-1        $78.25       $84.96      $89.96
PT2000                             PowerTools for Red Hat Linux 6.0   638347-50066-4        $31.25       $33.96      $35.96
                                   Red Hat Linux 6.0 E-Commerce
WB2100                              Server                            June 28, 1999            TBA          TBA         TBA
EX1000                             Extreme Linux                      638347-99999-4        $23.50       $25.46      $26.96
B2005                              Maximum RPM                        752063-11054-6        $29.50       $30.50      $31.50

                                   System Builder Edition Red Hat
SBE6005                             Linux 6.0 (5-pack)                63847-50072-5        $196.05      $212.29     $249.75
ESP1000                            10 Incident Support Pack           638347-50035-0     $2,635.60    $2,755.40   $2,845.25
ESP2500                            25 Incident Support Pack           638347-50036-7     $6,419.60    $6,711.40   $6,930.25
ESP3000G                           Gold Annual Support Subscription   638347-50037-4    $30,800.00   $32,200.00  $33,250.00
                                   Platinum Annual Support
ESP3000P                            Subscription                      638347-50038-1    $52,800.00   $55,200.00  $57,000.00
</TABLE>

*Average Monthly Volume defined as sales of Red Hat products to distributor's
customers

<PAGE>


RED HAT SOFTWARE, INC.
DISTRIBUTOR PRICE LIST
EFFECTIVE APPRIL 26, 1999

<TABLE>
<CAPTION>
FOR CANADIAN RETAILERS/ RESELLERS ONLY
FOR SALE WITHIN CANADA                                                                   CLASS A      CLASS B     CLASS C
<S>                                <C>                                <C>              <C>          <C>          <C>
                                   Average Monthly Volume*                             $500,000.00  $100,000.00  $25,000.00

<CAPTION>

PRODUCT CODE                                  DESCRIPTION                   UPC          CLASS A      CLASS B     CLASS C
<S>                                <C>                                <C>              <C>          <C>          <C>
CARH6000                           Official Red Hat Linux 6.0/Intel   638347-50079-4       $50.00      $54.37      $57.56
CAARH6000                          Official Red Hat Linux 6.0/Alpha                        $50.00      $54.37      $57.56
CASRH6000                          Official Red Hat Linux 6.0/SPARC                        $50.00      $54.37      $57.56
CARH6300                           Red Hat Linux 6.0 EXTRA                                 $62.60      $67.97      $71.96
CAPT2000                           PowerTools for Red Hat Linux 6.0                        $25.00      $27.17      $28.76
                                   Red hat Linux 6.0 E-Commerce
CAWB2100                            Server                                                    TBA          TBA         TBA
EX1000*                            Extreme Linux                      638347-99999-4       $23.50       $25.46      $26.96
B2005*                             Maximum RPM                        752063-11054-6       $29.50       $30.50      $31.50

CASBE6005                         System Builder Edition Red Hat
                                    Linux 6.0 (5-pack)                                    $156.84      $169.83     $199.80
CAESP1000                         10 Incident Support Pack                              $2,108.48    $2,204.32   $2,276.20
CAESP2500                         25 Incident Support Pack                              $5,135.68    $5,369.12   $5,544.20
ESP3000G*                         Gold Annual Support Subscription   638347-50037-4    $30,800.00   $32,200.00  $33,250.00
ESP3000P*                         Platinum Annual Support
                                    Subscription                     638347-50038-1    $52,800.00   $55,200.00  $57,000.00
</TABLE>

* Canadian pricing does not apply to EX1000, B2005, ESP3000G, and ESP3000P.


<PAGE>

RED HAT SOFTWARE, INC.
DISTRIBUTOR PRICE LIST
EFFECTIVE APPRIL 26, 1999
FOR COLLEGE/UNIVERSITY RETAILERS ONLY

<TABLE>
<CAPTION>

PRODUCT CODE                  DESCRIPTION                      UPC          CLASS A
<S>                <C>                                    <C>               <C>
EDRH6000           Official Red Hat Linux 6.0/Intel       638347-50080-0     $56.25
EDARH6000          Official Red Hat Linux 6.0/Alpha                          $56.25
EDSRH6000          Official Red Hat Linux 6.0/SPARC                          $56.25
EDRH6300           Red Hat Linux 6.0 EXTRA                                   $70.43
EDPT2000           PowerTools for Red Hat Linux 6.0                          $28.13
EDWB2100           Red Hat Linux 6.0 E-Commerce Server                          TBA
</TABLE>

Incident Support Packages and Support Subscriptions available.
Please call for prices.

Source: OneCLE Business Contracts.