EXECUTIVE EMPLOYMENT AGREEMENT



     THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), entered into as of

this 12th day of July, 2000, is made by and between TurboLinux, Inc., a

Delaware corporation (hereinafter the "Company"), and Irving W. Miller

(hereinafter "Executive").



                                   ARTICLE I



                              EFFECT OF AGREEMENT



     1.1  Effect of Agreement.



     This Agreement shall be effective as of July 12, 2000 (the "Effective

Date") and shall remain in effect so long as Executive is employed by the

Company; provided, however, that the rights and obligations of the parties

hereto contained in Articles 6 and 7 of this Agreement, and as otherwise

explicitly provided in this Agreement, shall survive any termination of this

Agreement until such time as such duty or obligation is satisfied in full.



     1.2  Consideration.



     The duties and obligations of the Company to Executive under this Agreement

shall be in consideration of Executive's continued employment with the Company.



                                   ARTICLE 2



                               EMPLOYMENT DUTIES



     2.1   Title/Responsibilities.



     Executive hereby accepts the terms of this Agreement and agrees to serve as

an executive officer of the Company with the title Chairman of Board of

Directors.  Executive shall report directly to the Board of Directors of the

Company.  Executive shall have all powers and duties commensurate with such

position, including but not limited to presiding at meetings of the Board of

Directors and when requested by the Board participating in high-level

negotiations with partners and potential partners, providing advice to the Board

of Directors and senior executive officers on technology and market strategies

and performing such other similar duties as shall be assigned by the Board.  As

an executive officer of the Company, Executive will be expected to enforce the

rules and regulations of the Company.  His office will be located in the San

Francisco Bay Area.



     2.2  Full-Time Attention.



     Executive shall devote his best efforts and his full business time and

attention to the performance of the services customarily incident to such office

and to such other services as the Board may reasonably request.  Executive may

also serve on the board of directors of one or more other companies with the

prior consent of the Board, which shall not be unreasonably





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withheld, so long as such service does not interfere with Executive's

performance of his responsibilities and duties to the Company.



     2.3  Other Activities.



     Except upon the prior consent of the Board, Executive shall not during the

period of this Agreement engage, directly or indirectly, in any other business

activity (whether or not pursued for pecuniary advantage) that is or may be

competitive with, or that might place him in a competing position to that of the

Company or to any other corporation or entity that directly or indirectly

controls, is controlled by, or is under common control with the Company (an

"Affiliated Company"), provided that Executive may own less than one percent

(1%) of the outstanding securities of any such publicly traded competing

corporation.  The determination as to whether a business activity is or may be

competitive with the Company or an Affiliated Company shall be made by the

Board, and shall be final and binding on all parties.  Nothing in this Section

2.3 is intended to prevent Executive from accepting employment with another

company, or providing other services to another business, after Executive's

cessation of all services for the Company.  Executive shall execute and deliver

to the Company an Employee Proprietary Information and Inventions Agreement in

the form of Exhibit A to this Agreement.



                                   ARTICLE 3



                                 COMPENSATION



     3.1  Annual Base Pay and Incentive Bonus.



     The annual Base Salary of Executive will be two hundred seventy-five

thousand dollars ($275,000).  For as long as this Agreement is effective, the

Board shall review Executive's Base Salary at least annually and may, in the

sole discretion of the Board, from time to time increase the Base Salary.  In

addition to the Base Salary, subject to the satisfaction of performance objects

to be mutually agreed upon by Executive and the Board, Executive shall be

entitled to receive an incentive bonus in an amount up to 100% of his Base

Salary.  For the first fiscal year of Executive's employment hereunder, 50% of

the bonus shall be guaranteed.



     3.2  Mortgage Subsidy.



     The Company will provide Executive with a monthly mortgage allowance

sufficient to cover a total mortgage amount (the "Mortgage Amount") incurred by

Executive not to exceed one million five hundred thousand dollars ($1,500,000).

This monthly mortgage subsidy will be grossed up to cover any incremental tax

obligations it creates for Executive.  The mortgage subsidy provided for under

this Section 3.2 shall terminate upon the earlier to occur of (i) the third

anniversary date of this agreement or (ii) two years following the closing of an

underwritten initial public offering.  If the Company has not completed an

underwritten initial public offering within three (3) years of the Effective

Date, the Company shall, if asked by Executive , make a four (4) year term loan

to the Executive equal to the Mortgage Amount, with interest payable annually at

the lowest rate permitted under Section 7872 of the Internal Revenue Code which

would not result in any imputed income to Executive and, subject to the

provisions of the



                                       2

<PAGE>



following sentence, with the unpaid principal due and payable on the earlier of

four (4) years from the date the loan is made or the date of the termination of

Executive's employment. All of the accrued interest and one-fourth (1/4) of the

principal of the loan shall be forgiven for each year following the date the

loan is made that Executive remains in employment with the Company.





     3.3  Attorneys' Fees Reimbursement.



     The Company will reimburse Executive for all legal fees and costs

associated with the advice, execution or negotiation of this Agreement, up to a

maximum of three thousand dollars ($3,000).



                                   ARTICLE 4



                     EXPENSE ALLOWANCES AND FRINGE BENEFITS



     4.1   Benefits.



     While this Agreement is in effect, the Company shall provide Executive with

the same benefits which it provides generally to its other senior executives,

including but not limited to medical, pension, vacation, bonus, profit-sharing

and savings plans and similar benefits as such plans and benefits may be adopted

by the Company from time to time.  In addition, Executive shall be entitled to

reimbursement for reasonable travel and moving expenses incurred by Executive to

relocate Executive's family to the United States in the event such relocation

occurs during the term of this Agreement.



     4.2  Business Expense Reimbursement.



     While this Agreement is in effect, Executive shall be entitled to receive

proper reimbursement for all reasonable out-of-pocket expenses incurred by him

(in accordance with the policies and procedures established by the Company for

its senior executive officers) in performing services hereunder.  In the event

the Board of Directors requests Executive to spend more than one hundred and

eighty (180) days in any twelve month period in Japan, the Company shall

reimburse Executive for the monthly rental for an apartment in Japan up to two

thousand dollars ($2,000) per month.  Executive agrees to furnish the Company

adequate records and other documentary evidence of such expenses for which

Executive seeks reimbursement.  Such expenses shall be accounted for under the

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