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February 13, 2003
Mr. Darl McBride
This letter shall serve as the first amendment and clarification to our engagement letter dated August 16, 2002 (the "Engagement Letter").
First, I would like to memorialize your and your management team's satisfaction with Morgan Keegan's services to date. The SCO engagement has taken a number of unexpected twists and turns that have required assistance that goes beyond conventional investment banking services. I understand that you are pleased with Morgan Keegan's assistance and contributions in addressing SCO's atypical needs. It has been, and remains, Morgan Keegan's objective to work diligently with management to build shareholder value at SCO. I also understand that it is our collective intent that Morgan Keegan will continue to work with SCO in the broad range of capacities that Morgan Keegan has served the Company to date.
Accordingly, the Engagement Letter between SCO and Morgan Keegan is amended and clarified as follows:
Except as otherwise provided above, the Engagement Letter remains unamended in full force and effect.
Agreed and Accepted:
CALDERA, INC., dba The SCO Group