Exhibit  10.2

                    SOFTWARE  PURCHASE  AND  LICENSE-BACK  AGREEMENT

     THIS  SOFTWARE PURCHASE AND LICENSE-BACK AGREEMENT ("Agreement") is entered
into this 20th day of September, 2001 ("Effective Date") by and between NEOWORX,
INC.  ("NeoWorx"),  a  Wisconsin corporation with offices at 10501 Success Lane,
Dayton,  OH  45458  and SHARP TECHNOLOGY, INC. ("Sharp"), a Delaware corporation
with  offices at 5120 Woodway, Suite 9029, Houston, TX 77056 under the following
circumstances:

On  February 7, 2000, the parties executed a Software Development Agreement (the
"Software  Development  Agreement")  pursuant to which NeoWorx agreed to develop
and  deliver  certain intellectual property, including without limitation object
code and source code constituting the "Hacker Tracker" software (the "Software")
to  Sharp;
On  April  9, 2001, the parties executed a letter agreement purporting to settle
all  remaining  unpaid payments due NeoWorx for development contracts with Sharp
(the  "Letter  Agreement");
The parties hereto are now currently in dispute as to ownership of the Software;
The  parties  hereto  wish to resolve fully and finally all disputes relating to
the  Software  Development  Agreement,  the  Letter  Agreement and the Software,
whether  currently  known  or  unknown  (the  "Disputes");  and
In  the  near  future,  it  is  contemplated  that  NeoWorx  will be acquired by
McAfee.com  Corporation  ("McAfee")  (the  "Acquisition").
     NOW  THEREFORE,  in  consideration of the mutual promises set forth herein,
NeoWorx  and  Sharp  agree  as  follows:

     1.   DEFINITION  OF INTELLECTUAL PROPERTY.  "Intellectual Property" shall
mean patents, copyrights, database rights, trademarks, domain name rights, trade
secrets,  and  any  other  similar titles, rights, and interests, and intangible
assets  recognized  under  any  laws,  or  international  conventions and in any
country  or  any  jurisdiction  in the world, as intellectual creations to which
rights  of  ownership  accrue, and all registrations, applications, disclosures,
renewals,  extensions,  continuations  or  reissues  of  the  foregoing  now  or
hereafter  in  force.
     2.   TERMINATION. The  Software  Development Agreement and Letter Agreement
are hereby  terminated  (collectively,  the  "Previous  Agreements").
     3.   ASSIGNMENT. Sharp hereby irrevocably assigns, transfers and conveys to
NeoWorx  all  of its right, title and interest in and to: (i) the Software; (ii)
all  modifications,  enhancements, update changes, derivative works or additions
to  the  Software  made by or on behalf of Sharp ("Derivative Works"); (iii) all
copies  of  the  Software ("Copies"); and (iv) all Intellectual Property therein
(the Software, Derivative Works, Copies and all Intellectual Property associated
with  the  Software and/or Derivative Works shall be collectively referred to as
the  "Purchased  Software")  and  NeoWorx  hereby  accepts such assignment. This
assignment in no way relieves Sharp of any obligation or liability arising under
any agreements entered into by Sharp involving the Licensed Software prior to or
after  the  Closing  Date  and Sharp hereby agrees to defend, indemnify and hold
harmless NeoWorx against any claim brought against NeoWorx based on, arising out
of or resulting from any such obligations or liabilities or any other actions of
Sharp  which  relate,  either  directly or indirectly, to the Licensed Software.
Sharp  shall  pay  any  resulting  costs,  damages finally awarded by a court or
agreed  to  in  a  settlement  with  Sharp,  and  reasonable  attorney's  fees.


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     4.   CONSIDERATION.  As consideration for this assignment, NeoWorx will pay
to  Sharp  Six  Hundred  Fifty Thousand ($650,000) (the "Purchase Price") within
thirty (30) days of the Acquisition Closing (as defined in Section 9 below) (the
"Closing  Date").
     5.   LICENSE.  NeoWorx  hereby grants Sharp a  non-exclusive, royalty-free,
nontransferable,  worldwide  license  to  sublicense the version of the Software
being  licensed  by Sharp as of the Effective Date (the "Licensed Software") for
the  period  beginning  on  the Closing Date and ending 120 days thereafter (the
"120  day  license").  NeoWorx agrees to permit the sublicensees of Sharp access
to  NeoWorx  databases,  which  NeoWorx,  in its sole discretion, determines are
necessary  for  the  operation of the Licensed Software, however, such databases
will  include tracing and mapping, through the existence of the 120 day license.
Notwithstanding  anything  contained  herein  to  the  contrary,  Sharp  may not
sublicense  the  Licensed  Software  to  those  entities identified on Exhibit A
attached  hereto  and  made  a  part  hereof.
     6.    REPRESENTATIONS  AND  WARRANTIES.  Sharp  represents  and warrants to
NeoWorx  as  of  the  Effective  Date:
          A.  Execution  and  performance  of  this  Agreement  by  Sharp is not
     violative  of  any  agreement  to  which  Sharp  is  bound  or  a  party;
          B.  Sharp  has fully power and authority to enter into this Agreement,
     to grant to NeoWorx the rights set forth herein, and that this Agreement is
     valid  and  binding  upon  Sharp;
          C.  On  or before the Closing Date, Sharp shall deliver to NeoWorx all
     of the Purchased Software including but not limited to all Derivative Works
     and  all  Copies;
          D.  The  Purchased  Software  does  not  infringe  any  valid  patent,
     copyright,  trademark, trade secret or other proprietary right of any third
     party;  and
          E.  Sharp  has  title  to the Purchased Software free and clear of all
     security  interests,  liens,  mortgages,  conditional  sales  contracts,
     attachments,  judgments,  easements,  restrictions  on transfer, claims and
     encumbrances  of every kind and nature ("Encumbrances"), and will vest good
     and marketable title in the Purchased Software in NeoWorx free and clear of
     all  Encumbrances.
     7.   RELEASE.  Each  party covenants  and  agrees as of the Closing Date to
fully  release  and  discharge  the  other  party  and its affiliates, officers,
investors,  shareholders,  directors,  employees,  representatives,  attorneys,
insurers,  administrators  agents,  predecessor  and successor corporations, and
assigns,  ("Released  Parties")  from  any  and  all  debts,  claims,  demands,
contracts,  damages,  liabilities,  costs  or  expenses, financial or otherwise,
causes  of  action,  complaints,  and  any  and all other claims and obligations
whatsoever  of  every  kind and nature, whether , known or unknown, disclosed or
undisclosed,  suspected  or unsuspected, both at law and equity, which one party
may  have,  or  may  have ever had against the other arising out of the Previous
Agreements  or  otherwise  related  to  the  Purchased  Software.  The  parties
understand that as of the Closing Date each is releasing and forever discharging
each  other  and  the Released Parties from the beginning of time up through the
Effective  Date.  However,  nothing  set forth in this Section shall release the
parties  to  this  Agreement  from  their  respective  obligations  under  this
Agreement,  including  without  limitation  the  representations  and warranties
outlined  in  Section  6  above.
     8.   FURTHER  ASSURANCES. Promptly upon any  request of NeoWorx at any time
following  the  Closing  Date, Sharp shall, without charge, as may be reasonably
requested  by NeoWorx, its successors and assigns in order to protect all right,
title  and  interest  in  the  Purchased  Software,  perfect the assignments and
transfers  contained  herein  and  enable NeoWorx to obtain the full benefits of
this  Agreement  and  the  transactions  contemplated  hereby,  (i)  execute,
acknowledge,  and deliver, or cause to be delivered, such further instruments of
assignment,  transfer,  conveyance;  (ii)  deliver  to NeoWorx records, data and
other  documents  relating  to  the  Purchased  Software  that  are  in  Sharp's
possession;  and  (iii)  take other actions, render other assistance and execute
other  documents.  Sharp  will  also  assist  NeoWorx  in filing and prosecuting
United  States  and  foreign  patent  applications  claiming  the  Intellectual
Property.
     9.   ACQUISITION.  Both parties acknowledge and  agree  that  the terms and
obligations  (including, without limitation, the obligations in Sections 3 and 4
and  the releases set forth in Section 7) of this Agreement will only be binding
and  are  contingent  upon  a  closing  of  the  Acquisition  (the  "Acquisition
Closing").  If  NeoWorx  reasonably  believes  the  Acquisition  will not occur,
NeoWorx may terminate this Agreement at any time by providing Sharp with written
notice  of  such  termination.  In  any  event,  either party may terminate this
agreement  if  the Acquisition Closing does not occur within 45 days of the date
of  this  agreement.  Upon such termination, this Agreement will become null and
void  and all terms and obligations herein will immediately terminate, including
those  rights  and  obligations  outlined  in  Sections  3, 4 and 6.


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     10.  CONFIDENTIALITY.  Both parties  agree  and  acknowledge  that  this
Agreement  and  its terms as well as any circumstances underlying this Agreement
shall  be  considered  confidential  information  and  both parties agree not to
disclose  any information concerning this Agreement to any outside parties other
than  each  party's legal and business advisors or as otherwise required by law.
Notwithstanding the foregoing, NeoWorx may disclose this Agreement to McAfee and
McAfee's  legal  and  business  advisors.
     11.  VOLUNTARY  EXECUTION.  Both parties specifically acknowledge, warrant,
and  represent  that they have discussed all of the terms of this Agreement with
their  respective attorneys, have read, understood and intend to be bound by the
contents  of  this Agreement, and hereby knowingly and willingly enter into this
Agreement  voluntarily  of  their  own  free  will.
     12.   MISCELLANEOUS.  This Agreement may be executed in counterparts, which
taken  together  shall  constitute  the  complete  and  binding Agreement.  This
Agreement  will  inure  to  the  benefit of and bind NeoWorx and Sharp and their
respective  successors, assigns, heirs and legal representatives. This Agreement
is  the complete agreement with respect to the subject matter hereof.  The terms
of  this Agreement will be construed in accordance with the laws of the state of
Ohio.  Sharp  may  not  assign  this  Agreement  without  the written consent of
NeoWorx.  The  representations,  warranties,  covenants,  rights,  duties  and
obligations of the parties contained in Sections 3, 4, 5, 6, 7, 8, 10, 11 and 12
shall  survive  the  Closing  Date.

IN WITNESS WHEREOF, this Agreement is effective as of the Effective Date.

NEOWORX,  INC.                             SHARP  TECHNOLOGY,  INC.


By;  /s/  S.  Berg                         By:  /s/  George  Sharp
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