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                                                                    Exhibit 10.4

                   Electronic Software Distribution Agreement

This Agreement is made and entered into on September 1, 1997 by and between
CyberSource Corporation, a California corporation located at 550 South
Winchester Blvd., Suite 301, San Jose, CA 95128 ("Electronic Reseller")
and McAfee Software, Inc., a Delaware corporation, located at 2805 Bowers
Avenue, Santa Clara, California 95051 ("Vendor").

Background

a)   Vendor is the Developer and Owner of all rights (or has a license to sell)
     to the Software identified in Exhibit A.

b)   Vendor desires to enter into a Distribution Agreement with Electronic
     Reseller whereby Electronic Reseller will be responsible for electronically
     packaging Vendor's Software and associated Documentation, and
     electronically distributing such packaged Software Products to End-User
     customers or resellers in accordance with the terms and conditions of this
     Agreement.

c)   Electronic Reseller desires to obtain the right to electronically package
     Vendor's Software and Documentation, and to electronically distribute same
     in accordance with the terms of this Agreement.

NOW THEREFORE, the parties hereby agree as follows:

1.   DEFINITIONS.

     a)   Software: the executable object code for Vendor's software identified
          on Exhibit A, including all subsequent versions thereof provided to
          Electronic Reseller pursuant to this Agreement.

     b)   Documentation: all computer readable collateral materials normally
          provided from time to time by Vendor to End Users for use of the
          Software, that are identified in Exhibit A, and all subsequent
          versions thereof provided to Electronic Reseller pursuant to this
          Agreement.

     c)   End-User License Agreement: the computer readable license agreement
          attached hereto as Exhibit B, as modified from time to time, that
          governs the use of the Software by End Users, and which is to be
          included with each copy of the Software sold by the Electronic
          Reseller hereunder.

     d)   Electronic Reseller Materials: computer readable materials provided by
          Electronic Reseller for inclusion in an electronic package containing
          the Software, Documentation, and End-User License Agreement, which
          materials have been approved in advance, in writing, by Vendor.

     e)   Product: a copy of the Software, Documentation, End-User License
          Agreement and Electronic Reseller Materials, if any, packaged in
          computer readable form together for electronic delivery on
          software.net(TM) in accordance with this Agreement.

     f)   End User: person(s) or entity(ies) that acquires a Product for use
          rather than resale or distribution.

     g)   Vendor Trademarks: the trademarks, trade names, and logos used by
          Vendor and identified on Exhibit A.

     h)   Territory: all countries in the world only via the internet except
          (i) countries to which export or re-export of any Product, or the
          direct products of any Product is prohibited by United States law
          without first obtaining the permission of the Untied States Office of
          Export Administration or its successor, and (ii) countries that may
          be hereafter excluded pursuant to the terms of this Agreement.

2.   LICENSE.

     a.   Rights Granted to Electronic Reseller. Vendor grants Electronic
          Reseller a non-transferable, and non-exclusive license and right to:

          1.   reproduce the Software, Documentation, and the End-User License
               Agreement in computer readable form;

          2.   modify the Documentation to incorporate Electronic Reseller's
               name, subject to prior approval of Vendor.

          3.   package the Software, Documentation, Electronic Reseller
               Materials and the End-User License Agreement in a computer
               readable manner specified by Vendor;

          4.   utilize the Vendor Trademarks in connection with the replication
               of the Software, packaging and distribution of the Products, in
               a manner specified by Vendor; and

          5.   Distribute the Products to End Users or resellers in the
               Territory, subject to the restrictions set forth in this
               Agreement.

     b.   Rights Reserved to Vendor. Electronic Reseller acknowledges that the
          Software and Documentation are the property of Vendor or its licensers
          and that Electronic Reseller has no rights in the foregoing except
          those expressly granted by this Agreement. Nothing herein shall be
          construed as restricting Vendor's right to sell, lease, license,
          modify, publish or otherwise distribute the Software or Documentation,
          in whole or in part, to any other person.


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3.   REPRODUCTION BY ELECTRONIC RESELLER.

     a)   REPRODUCTION AND PACKAGING. Electronic Reseller agrees to accurately
          replicate the Software and Documentation provided by the Vendor in
          computer readable form, and to package these items as specified by
          the Vendor.

     b)   VENDOR TRADEMARKS AND LEGENDS. Electronic Reseller shall include
          copies of the Vendor Trademarks, copyright notices and other
          proprietary rights legends, on all copies of the Documentation and
          Software that it packages in computer readable form, in the manner
          specified by the Vendor.

4.   DISTRIBUTION BY ELECTRONIC RESELLER.

     a)   INVENTORY. Electronic Reseller will maintain access to
          software.net(TM) sufficient to serve adequately the needs of End User
          Customers.

     b)   PACKAGING. Electronic Reseller will distribute the Products only via
          the Internet and only as packaged in accordance with this Agreement,
          with all packaging, warranties, disclaimers and End-User License
          Agreements intact. Electronic Reseller will make copies of the current
          End-User License Agreement available to End User customers in
          computer readable form.

     c)   PRODUCT RETURNS. Electronic Reseller agrees to honor any refund
          requests received from End User customers pursuant to the terms of
          the End-User License Agreement relating to Products distributed by
          Electronic Reseller.

     d)   COST OF DISTRIBUTION. Costs relating to evaluation, packaging and
          distribution of the Software and Documentation shall be borne by the
          Electronic Reseller.

5.   ELECTRONIC RESELLER MARKETING OBLIGATIONS.

     a)   MARKETING EFFORTS. Electronic Reseller agrees to use its best efforts
          to market, promote, sub-license (to End Users only), and distribute
          the most current version of the Software. Such marketing, promotion,
          sublicensing and distribution shall be performed in accordance with
          all applicable laws.

     b)   REVERSE ENGINEERING. Electronic Reseller agrees not to: (i)
          disassemble, de-compile or otherwise reverse engineer the Software or
          otherwise attempt to learn the source code, structure, algorithms or
          ideas underlying the Software; (ii) take any action contrary to
          Vendor's End-User License Agreement except as expressly and
          unambiguously allowed under this Agreement.

     c)   END USER LICENSE FEES. Electronic Reseller shall have the sole
          discretion to set the license fee charge to End Users for the
          Software.

     d)   CUSTOMER REGISTRATION. Electronic Reseller agrees to provide Vendor
          with customer information, for the purpose of Vendor to register the
          customer into Vendor database for technical support and other related
          issues, including name, address, email address and product purchased.

6.   VENDOR'S DELIVERY OBLIGATIONS.

     a)   INITIAL DELIVERABLES. Vendor shall deliver the current version of the
          Software and Documentation to Electronic Reseller immediately
          following execution of this Agreement. Vendor will provide Electronic
          Reseller with (i) copies of the Software on CD-ROM or master
          diskettes, (ii) Product specification information in HTML format, or
          in another mutually agreeable computer readable form that can be
          reproduced by the Electronic Reseller, (iii) Product Documentation in
          a computer readable form mutually agreeable to the parties that can
          be reproduced by the Electronic Reseller, and (iv) Vendor press
          releases and announcements in a computer readable form mutually
          agreeable to the parties that can be reproduced by the Electronic
          Reseller.

     b)   DELETED.

     c)   NEW VERSIONS. Vendor shall provide Electronic Reseller with computer
          readable copies of all new releases, updates, or revisions of the
          Software and Documentation within a reasonable time after each such
          release is made generally available by Vendor. Vendor will notify
          Electronic Reseller of its plans for each new release, update or
          revision of the Software or Documentation within a reasonable period
          of time prior to such release.

     d)   NEW PRODUCTS. Electronic Reseller understands and acknowledges that
          Vendor continues to review software products available on the market
          and to conduct its own research and development activities with
          respect to the internal development of such new products. Vendor
          makes no representations or warranties with respect to continued
          availability of any of the Software covered by this Agreement, or the
          nature or availability of any future modifications, updates, or
          enhancements thereto. Similarly, Vendor makes no representations with
          respect to any new product offerings it may make in the future, the
          compatibility of such products with the Software covered by this
          Agreement, or the availability of such new products to the Electronic
          Reseller.

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7.   VENDOR'S SUPPORT OBLIGATIONS.

a)   SUPPORT FOR END USERS. Vendor will provide support to End Users of the
     Software to be distributed hereunder, in accordance with its then-current
     published software support policy if any.

b)   SUPPORT FOR ELECTRONIC RESELLER. Vendor will provide Electronic Reseller,
     without charge, such technical information, current maintenance
     documentation, and telephone assistance as is necessary to enable
     Electronic Reseller to effectively reproduce, package and distribute the
     Software. Electronic Reseller is not entitled to source code for the
     Software.

8.   VENDOR'S WARRANTIES.

a)   AUTHORITY. Vendor represents that it has the right and authority to enter
     into this Agreement and to grant Electronic Reseller the rights to the
     Software and Documentation granted in this Agreement.

b)   MEDIA. Vendor warrants to Electronic Reseller that the master media on
     which the Software is delivered to allow Electronic Reseller to replicate
     the Software is free from defects in material and workmanship. Vendor
     agrees to replace any media delivered to Electronic Reseller that proves
     defective.

c)   NON-INFRINGEMENT. Vendor warrants to Electronic Reseller that the Vendor
     has all rights, title, and interest in the product or has obtained the
     right to grant the licenses set forth in this Agreement. As of the
     execution date of this Agreement, Vendor represents that to the best of
     Vendor's knowledge the Product does not infringe upon or misappropriate the
     proprietary rights of any third party arising under the laws of the United
     States of America.

d)   END USER WARRANTIES. Vendor will provide a warranty for the End Users of
     the Software as set forth in the End-User License Agreement attached as
     Exhibit B. Electronic Reseller is not authorized to make any other
     warranties on Vendor's behalf.

9.   ELECTRONIC RESELLER WARRANTIES.

a)   AUTHORITY. Electronic Reseller represents that it has the right and
     authority to enter into this Agreement.

b)   REPLICATION. Electronic Reseller represents and warrants that it will
     accurately replicate the Software and Documentation, and that all Software
     distributed by the Electronic Reseller will not contain any viruses, worms,
     date bombs, time bombs, or other code that is specifically designed to
     cause the Software to cease operating, or to damage, interrupt, or
     interfere with any End User's Software or data.

10.  PAYMENTS.

a)   ELECTRONIC CONVERSION FEE. Vendor will pay the Electronic Conversion Fee as
     specified in Exhibit C at the time of the signing of the Agreement.
     Products available from Vendor will be installed on Electronic Reseller's
     server upon receipt of payment and fulfillment of other obligations made a
     part of this Agreement.

b)   AMOUNT. Electronic Reseller will pay Vendor in accordance with the Schedule
     attached hereto as Exhibit C, for each copy of a Product delivered to an
     End User by Electronic Reseller, provided, however, that no fee shall be
     due for copies of Products returned to Electronic Reseller for refund in
     accordance with the End-User License Agreement and accompanied by an
     executed Letter of Destruction from the End-User. Any changes to Exhibit C
     with respect to product sell price or product cost to Electronic Reseller
     must be submitted to Electronic Reseller at least thirty (30) days prior to
     the effective date.

c)   TAXES. Electronic Reseller will pay, or require its End User customers to
     pay, all federal, state and local taxes designated, levied, or based upon
     the sale of Products by Electronic Reseller.

d)   PAYMENT AND REPORTS. Within thirty (30) days after the end of each month,
     Electronic Reseller will remit to Vendor the sales fee due on copies of
     Products delivered by Electronic Reseller to End User customers during the
     immediately preceding month, and provide Vendor with a written report (the
     "Report"), specifying the number of copies of Products that Electronic
     Reseller has shipped during the immediately prior month and the
     calculation of the amounts due to Vendor in connection therewith.

END USER INFORMATION. Electronic Reseller will provide to Vendor within thirty
(30) days after the end of each month, a report for the immediately prior month
showing (i) the name and address of each End User that purchased the Product
from Electronic Reseller, and (ii) the name and quantity of the Product
purchased by the End User. Electronic Reseller will not share customer
information with any other parties without the Vendors prior consent.

e)   BOOK AND RECORDS. Electronic Reseller agrees to maintain adequate books
     and records relating to the distribution of Products to End User
     Customers. Such books and records shall be available at their place of
     keeping for inspection by Vendor or its representative, for the purpose of
     determining whether the correct fees have been paid to Vendor in
     accordance with the terms of this Agreement, and whether Electronic
     Reseller has otherwise complied with the terms of this Agreement. Vendor
     shall have the right to conduct such an audit upon



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            ten (10) days advance notice twice each year. In the event that
            such an audit discloses an underpayment of more than five percent
            (5%), then Electronic Reseller shall pay the costs of such audit.

      f)    Failure to Pay. Any sales fee payment or part of a payment that is
            not paid when due shall bear interest at the rate of 1.5% per month
            from its due date until paid. Failure of Electronic Reseller to pay
            any fees or other charges when due shall constitute sufficient
            cause for Vendor to immediately suspend its performance hereunder
            and/or to terminate this Agreement.

11.   CONFIDENTIALITY.

            Each party agrees that all binary code, inventions, algorithms,
            know-how and ideas it obtains from the other and all other
            business, technical and financial information it obtains from the
            other are the confidential property of the disclosing party
            ("Confidential Information"), if conspicuously labeled as
            "proprietary" or "confidential" or some similar designation or, if
            disclosed orally or visually, is confirmed in writing labeled as
            "proprietary" or "confidential" or some similar designation within
            thirty (30) days of such oral or visual disclosure. All binary code
            (including, but not limited to the Software), binary documentation
            and underlying inventions, algorithms, know-how and ideas are
            hereby identified as Vendor's Confidential Information. Except as
            expressly and unambiguously allowed herein, the receiving party
            will hold in confidence and not use or disclose any Confidential
            Information and shall similarly bind its employees and contractors
            in writing. The receiving party shall not be obligated under this
            Section 11 with respect to information the receiving party can
            document: (1) is or has become readily publicly available with
            restriction through no fault of the receiving party or its
            employees or agents; or (2) is received without restriction from a
            third party lawfully in possession of such information and lawfully
            empowered to disclose such information; or (3) was rightfully in
            the possession of the receiving party without restriction prior to
            its disclosure by the disclosing party; or (4) is independently
            developed by the receiving party by employees without access to the
            other party's similar Confidential Information; or (5) is required
            by law or order of a court, administrative agency or other
            governmental body to be disclosed by the receiving party. The
            parties obligations with respect to Confidential Information (other
            than with respect to any source code as to which the obligations
            shall continue for twenty (20) years) shall continue for the shorter
            of three (3) years from the date of termination of this Agreement
            or until one of the above enumerated conditions becomes applicable.
            Each party acknowledges that its breach of this Section 11 would
            cause irreparable injury to the other for which monetary damages
            are not an adequate remedy. Accordingly, a party will be entitled
            to injunctions and other equitable remedies in the event of such
            breach by the other.

12.   VENDOR TRADEMARKS.

      a)    Use. Electronic Reseller acknowledges that the Vendor Trademarks are
            trademarks owned solely and exclusively by Vendor, and agrees to use
            the Vendor Trademarks only in the form and manner and with
            appropriate legends as prescribed by Vendor. Electronic Reseller
            agrees not to use any other trademark or service mark in connection
            with any of the Vendor Trademarks without prior written approval of
            Vendor. All use of Vendor Trademarks shall inure to the benefit of
            Vendor.

      b)    Notices. Electronic Reseller shall not remove, alter, cover or
            obfuscate any copyright notice or other proprietary rights notice
            placed in or on the Software or Documentation by Vendor.

13.   INDEMNIFICATION.

      a)    By Vendor. Vendor will defend, indemnify and hold Electronic
            Reseller harmless from and against any and all liabilities, losses,
            damages, costs and expenses (including legal fees and expenses)
            associated with any claim or action brought against Electronic
            Reseller for actual or alleged infringement of any US patent, US
            copyright, US trademark, US service mark, trade secret, or other US
            proprietary rights based upon the duplication, sale, license, or
            use of the Software or Documentation by Electronic Reseller in
            accordance with this Agreement, provided that Electronic Reseller
            promptly notifies Vendor in writing of the claim and allows Vendor
            to control, and fully cooperates with Vendor in, the defense and
            all related settlement negotiations, Vendor shall have no liability
            for any settlement or compromise made without its consent. Upon
            notice of an alleged infringement, or if in the Vendor's opinion
            such a claim is likely, Vendor shall have the right, at its option,
            to obtain the right for Electronic Reseller to continue to exercise
            the rights granted under this Agreement, substitute other software
            with similar operating capabilities, or modify the Software so that
            it is no longer infringing. The foregoing indemnification shall not
            apply to claims of infringement to the extent they arise by reason
            of the combination of the software or documentation with any other
            product if such claim would have been avoided but for such
            combination. In the event that none of the above options are
            reasonably available, in Vendor's sole opinion, Vendor may terminate


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          this Agreement.

     b)   BY ELECTRONIC RESELLER. Electronic Reseller shall indemnify and hold
          Vendor harmless from and against any and all liabilities, losses,
          damages, costs and expenses (including legal fees and expenses)
          associated with any claim or action brought against Vendor that may
          arise from Electronic Reseller's improper or unauthorized replication,
          packaging, marketing, distribution, or installation of the Software,
          including claims based on representations, warranties, or
          misrepresentations made by Electronic Reseller, or any other improper
          or unauthorized act or failure to act on the part of Electronic
          Reseller.

14.  LIMITATION OF LIABILITY. BOTH PARTIES LIABILITY SHALL BE LIMITED TO DIRECT
     DAMAGES AND, EXCEPT AS PROVIDED IN THE SECTION ENTITLED "INDEMNIFICATION,"
     SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEES PAID BY ELECTRONIC
     RESELLER TO VENDOR HEREUNDER. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR
     INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS)
     SUFFERED BY THE OTHER PARTY, EVEN IF IT HAS PREVIOUSLY BEEN ADVISED OF THE
     POSSIBILITY OF SUCH DAMAGES.

15.  TERM AND TERMINATION.

     a)   TERM. This Agreement will continue in effect for one (1) year from
          the date hereof ("Initial Term"). Upon expiration of the Initial Term
          and each Renewal Term thereafter, this Agreement will be
          automatically renewed for an additional one (1) year term ("Renewal
          Term") unless terminated by either party upon ninety (90) days'
          notice prior to the expiration of the Initial Term or any Renewal
          Term.

     b)   TERMINATION FOR CAUSE. This Agreement may be terminated by a party
          for cause immediately by written notice upon the occurrence of any of
          the following events:

          i) if the other ceases to do business, or otherwise terminates its
          business operations (except as permitted under Section 16.a.) or
          (ii) if the other shall fail to promptly secure or renew any license
          registration, permit, authorization or approval for the conduct of
          its business in the manner contemplated by this Agreement or if any
          such license, registration, permit, authorization or approval is
          revoked or suspended and not reinstated within thirty (30) days,
          (iii) if the other breaches any material provision of this Agreement
          and fails to fully cure such breach within thirty (30) days (ten (10)
          days in the case of failure to pay) of written notice describing the
          breach; or (iv) if the other becomes insolvent or seeks protection
          under any bankruptcy receivership trust deed, creditor's arrangement
          composition or comparable proceeding, or if any such proceeding is
          instituted against the other and not dismissed within thirty (30)
          days.

     c)   TERMINATION FOR CONVENIENCE. Either party may terminate this
          Agreement at any time with or without cause upon thirty (30) day
          prior written notice.

     d)   EFFECT OF TERMINATION. Upon termination of this Agreement for any
          reason, Electronic Reseller will immediately cease distribution of
          the Software and Documentation. Electronic Reseller shall remit all
          Royalties and other fees due to Vendor within twenty (20) days of
          such termination.

     e)   EFFECT ON END USERS. Termination by either party will not affect the
          rights of any End User under the terms of the End-User License
          Agreement.

16.  GENERAL PROVISIONS.

     a)   ASSIGNMENT. This Agreement may not be assigned by Electronic Reseller
          or by operation of law to any other person, persons, firms, or
          corporations without the express written approval of Vendor.

     b)   NOTICES. All notices and demands hereunder shall be in writing and
          shall be served by personal service or by mail at the address of the
          receiving party set forth in this Agreement (or at such different
          address as may be designated by such party by written notice to the
          other party). All notices and demands by mail shall be certified or
          registered mail, return receipt requested, or by nationally-recognized
          private express courier, and shall be deemed complete upon receipt.

     c)   GOVERNING LAW. This Agreement shall be governed by and construed in
          accordance with the substantive laws of the State of California.

     d)   RELATIONSHIP OF THE PARTIES. Each party is acting as an independent
          contractor and not as an agent, partner, or joint venture with the
          other party for any purpose. Except as provided in this Agreement,
          neither party shall have the right, power, or authority to act or to
          create any obligation, express or implied, on behalf of the other.

     e)   SURVIVAL OF CERTAIN PROVISIONS. The indemnification and
          confidentiality obligations set forth in the Agreement shall survive
          the termination of the Agreement by either party for any reason.

     f)   HEADINGS. The titles and headings of the various sections and
          paragraphs in this Agreement are intended solely for convenience of
          reference and are not intended for any other purpose whatsoever, or
          to explain, modify or





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     that it constitutes the complete and entire agreement of the parties and
     supersedes all previous communications, oral or written, and all other
     communications between them relating to the license and to the subject
     hereof. No representations or statements of any kind made by either party,
     which are not expressly stated herein, shall be binding on such party.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth above.


CYBERSOURCE CORPORATION                 MCAFFEE SOFTWARE INC., VENDOR

By: /s/ BRUCE BURKE                     By: /s/ PETER R. WATKINS
   ---------------------------             -----------------------------

Print Name: Bruce Burke                 Print Name: Peter Watkins
           -------------------                     ---------------------

Title:                                  Title: VP & GM
      ------------------------                --------------------------

Date: 9/2/97                            Date: 9/11/97
     -------------------------               ---------------------------



                                   EXHIBIT A

I. SOFTWARE PRODUCTS

     List all products here, with their respective suggested list price.



SEE EXHIBIT C





II. REQUIREMENTS CHECKLIST


The "checklist" of things needed to complete the process are:


Musts to post product - (these are things we need before your product can be
posted)


1) Executed Electronic Reseller Agreement.
2) Master or Gold copy of the program(s). Program(s) can be delivered to (or
   acquired by) software.net in one of the following methods 1) on CD, 2)
   download files from Vendors FTP site or 3) 3.5" disks (this, in order of
   preference).
3) Computer-readable electronic end-user license (.txt file). Please include as
   a separate file, it takes extra time to pull ones from the install process.
4) Computer-readable product documentation (.pdf or .txt file).
   (if documentation is to be included)
5) A range of 100 license numbers (if the product is serialized).
6) Fill out the template located in Exhibit D for each product. IMPORTANT:
   This is the information used by software.net webmasters to post your
   products. Identify all punctuation clearly so we can get it right the first
   time.

Should Have's, but not essential to products being added to site:

7) Computer-readable product specification sheet, collateral, or other
   information (html, .pdf or .txt file). We can also pull


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4) Computer-readable product documentation (.pdf or .txt file). (if
   documentation is to be included)
5) A range of 100 license numbers (if the product is serialized).
6) Fill out the template located in Exhibit D for each product. IMPORTANT. This
   is the information used by software.net webmasters to post your products.
   Identify all punctuation clearly so we can get it right the first time.

Should Have's, but not essential to products being added to site:

7) Computer-readable product specification sheet, collateral, or other
   information (html, .pdf or .txt file). We can also pull this information from
   your web site if available.  Notify us to the method you wish to provide us
   the data and the appropriate locations.
8) Trademarks/logos (.gif file).

Products will be converted for electronic distribution by CyberSource
Corporation. Product conversion includes packaging the product in CyberSource's
secure and encrypted packaging container, inclusion in the software.net online
catalog, and posting of product information provided by vendor in HTML format.

Send to CyberSource Corporation, Attention: software.net Marketing, 550 South
Winchester Blvd., Suite 301, San Jose, CA 95128.
<PAGE>   8

                                   EXHIBIT B

END-USER LICENSE AGREEMENT

NOTICE TO USERS: CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT. USE OF ANY OF
THE SOFTWARE PROVIDED WITH THIS AGREEMENT (THE "SOFTWARE") CONSTITUTES YOUR
ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT
WITH RESPECT TO ANY OF THE SOFTWARE PROVIDED, PROMPTLY REMOVE THE SOFTWARE
TOGETHER WITH ALL COPIES FROM YOUR COMPUTER AND RETURN IT AND THE ACCOMPANYING
ITEMS (INCLUDING WRITTEN MATERIALS AND PACKAGING) TO THE LOCATION WHERE YOU
OBTAINED THEM FOR A REFUND. REGISTERING YOUR PRODUCT WITH MCAFEE SOFTWARE, INC.
("MCAFEE"), WILL IMPROVE COMMUNICATIONS WITH MCAFEE. A Registration form
is located below. If you purchase the product directly from McAfee, you are
already registered.

1.   LICENSE GRANT. McAfee and its suppliers grant to you a non-exclusive,
non-transferable right to use the SOFTWARE on file servers connected to a
maximum number of user computers, or on a maximum number of user computers, not
exceeding the number of user computers specified on the packaging for this
product. If the media upon which the SOFTWARE is received by you contains
versions of the SOFTWARE for different operating systems (e.g. VirusScan for
OS/2 and VirusScan for Windows 95), then you may only use the version of the
SOFTWARE applicable to the operating system used on the user computer for which
the SOFTWARE is licensed; provided, however, that any license to use VirusScan
for Windows 3.1x and VirusScan for Windows 95 also includes a license to use
VirusScan for DOS. You agree you will only copy the SOFTWARE into any
machine-readable or printed form as necessary to use it in accordance with this
license or for backup purposes in support of your use of the SOFTWARE.

This license is effective until terminated. You may terminate it at any point
by destroying the SOFTWARE together with all copies of the SOFTWARE. Also,
McAfee has the option to terminate if you fail to comply with any term or
condition of this Agreement. You agree upon such termination to destroy the
SOFTWARE together with all copies of the SOFTWARE.

2.  UPGRADES. This license is limited to the version of the SOFTWARE enclosed
and does not include the right to upgrades except as provided in this Section 2.
If you purchased this software from a retail store or directly from McAfee, you
are entitled: (a) as to products other than VirusScan Deluxe, to download and
use all upgrades of the SOFTWARE (including virus signature files (DAT files))
released during the one year period following purchase; and (b) as to VirusScan
Deluxe, to download and use all upgrades of the SOFTWARE (including virus
signature


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<PAGE>   9

files (DAT files)) released during the two year period following purchase. If
you received the SOFTWARE packaged with PC hardware or software not purchased
from McAfee, you are entitled to one free electronic update of the SOFTWARE. If
the PC hardware with which the SOFTWARE was received was purchased for
individual or home use, then you are further entitled to download and use all
upgrades of the SOFTWARE (including virus signature files (DAT files)) released
during the three month period following purchase. If the PC hardware with which
the SOFTWARE was received was purchased for business use, then you may download
and use all upgrades of the SOFTWARE (including virus signature files (DAT
files)) released during the three month period following purchase upon
obtaining a corporate password from McAfee. You must in any event register with
McAfee to receive upgrades hereunder.

3.  COPYRIGHT. The SOFTWARE is protected by United States copyright law and
international treaty provisions. You acknowledge that no title to the
intellectual property in the SOFTWARE is transferred to you. You further
acknowledge that title and full ownership rights to the SOFTWARE will remain
the exclusive property of McAfee or its suppliers, and you will not acquire any
rights to the SOFTWARE except as expressly set forth in this license. You agree
that any copies of the SOFTWARE will contain the same proprietary notices which
appear on and in the SOFTWARE.

4.  REVERSE ENGINEERING. You agree that you will not attempt to reverse compile,
modify, translate, or disassemble the SOFTWARE in whole or in part.

5.  LIMITED WARRANTY. For 30 days from the date of shipment, we warrant that the
media (for example diskettes) on which the SOFTWARE is contained will be free
from defects in materials and workmanship.

6.  CUSTOMER REMEDIES. If the SOFTWARE does not conform to the limited warranty
in Section 5 above ("Limited Warranty"), your sole remedy shall be to return the
media with a description of the problem to McAfee. The defective media in which
the SOFTWARE is contained will be replaced by McAfee at no additional charge to
you. If you do not receive media which is free from defects and materials and
workmanship during the 60-day warranty period, McAfee will refund to you the
amount you paid for the SOFTWARE. The Limited Warranty is void if failure of the
SOFTWARE has resulted from accident or from abuse or misapplication by you. Any
replacement SOFTWARE will be warranted for the remainder of the original Limited
Warranty period.

7.  NO OTHER WARRANTIES. NEITHER MCAFEE NOR ITS SUPPLIERS WARRANT THAT THE
SOFTWARE IS ERROR FREE. EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 5
("LIMITED WARRANTY"), MCAFEE AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES
WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND


                                                                               9

<PAGE>   10
NONINFRINGEMENT OF THIRD PARTY RIGHTS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR
LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, OR THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR
EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS
AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

8.   SEVERABILITY. In the event of invalidity of any provision of this license,
the parties agree that such invalidity shall not affect the validity of the
remaining portions of this license.

9.   NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL McAFEE OR ITS
SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR
INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF
THE SOFTWARE. EVEN IF McAFEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT WILL McAFEE'S OR ITS SUPPLIERS' LIABILITY FOR ANY CLAIMS,
WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OR LIABILITY, EXCEED, IN THE
AGGREGATE THE LICENSE FEE PAID BY YOU, IF ANY.

10.  GOVERNING LAW. This license will be governed by the internal laws of the
State of California. The United Nations Convention on Contracts for the
International Sale of Goods is specifically disclaimed.

11.  ENTIRE AGREEMENT. This is the entire agreement between you and McAfee and
its suppliers which supersedes any prior agreement or understanding, whether
written or oral, relating to the subject matter of this license.

12.  NetRemote users are licensed to use the SOFTWARE on one LAN connected user
computer. Additionally, users are licensed to use the SOFTWARE on a maximum
number of 2 user computers connected by an asynchronous/modem connection.

U.S. GOVERNMENT RESTRICTED RIGHTS. Any distribution or license of the SOFTWARE
to the U.S. Government or its agencies or instrumentalities (the "Government")
is made only with RESTRICTED RIGHTS. Use, duplication or disclosure by the
Government is subject to restriction as set forth in subparagraph (c)(1)(ii) of
the Rights in Technical Data and Computer Software clause at DFAR 252.227-7013,
or as set forth in the particular department or agency regulations or rules
which provide McAfee protection equivalent to or greater than the above-cited
clause. Contractor/Manufacturer is McAfee Software, Inc., 2805 Bowers Avenue,
Santa Clara, California 95051-0963.

Should you have any questions concerning this license agreement, or if you
desire to contact McAfee for any reason, please call (408) 968-3832, fax (408)
970-9727, or write: McAfee Software, Inc., 2805 Bowers Avenue,



                                                                              10
<PAGE>   11
Santa Clara, California 95051-0963. McAfee
Associates, Inc. is considered a Supplier for
purposes of this License.




                                                                              11
<PAGE>   12

                                   EXHIBIT C

SALES FEE SCHEDULE SOLD AT SOFTWARE.NET (SEE NOTES BELOW)


<TABLE>
<CAPTION>
--------------------------------------------------------------
PRODUCT NAME        PLATFORM       SRP       ELP       COST
--------------------------------------------------------------
<S>                 <C>          <C>      <C>         <C>
VirusScan           WIN95        $65.00   $49.95      $39.95
                    WIN 3.1X     $65.00   $49.95      $39.95
                    NT           $65.00   $49.95      $39.95
                    DOS          $65.00   $49.95      $39.95

PCCrypto            WIN95        $65.00   $49.95      $39.95

QuickBackup         WIN95/NT     $65.00   $49.95      $39.95

PC Medic 97         WIN95/NT     $49.00   $39.95      $31.95

WebScanX            WIN95/NT     $38.00   $29.95      $23.95
</TABLE>


SALES FEE SCHEDULE SOLD AT NETSCAPE.COM HOSTED BY SOFTWARE.NET (SEE NOTES
BELOW)

<TABLE>
<CAPTION>
--------------------------------------------------------------
PRODUCT NAME        PLATFORM       SRP       ELP       COST
--------------------------------------------------------------
<S>                 <C>          <C>      <C>         <C>
VirusScan           WIN95        $65.00   $49.95      $32.47
                    WIN3.1X      $65.00   $49.95      $32.47
                    NT           $65.00   $49.95      $32.47
                    DOS          $65.00   $49.95      $32.47

PCCrypto            WIN95        $65.00   $49.95      $32.47

QuickBackup         WIN95/NT     $65.00   $49.95      $32.47

PC Medic 97         WIN95/NT     $49.00   $39.95      $25.97

WebScanX            WIN95/NT     $35.00   $29.95      $19.47
</TABLE>

Notes:

1.   SRP - The suggested published List price for boxed product sold into retail
     stores determined by the Vendor

2.   ELP - (Electronic List Price) - The list price for the Electronic version.
     Typically 10 to 20% less than the box version.

3.   Cost - This is what Electronic Reseller will pay Vendor for each copy of
     product distributed.

Annual product maintenance fee(1):
Covers one full year of product updates and releases.

Total product maintenance fees due software.net(2) = Fee waived
*Marketing Plan Description;

At Launch:
- Large promotion space (1 wk) on software.net homepage for the initial launch.
- Rotating banner on the homepage for 1st quarter.
- Listing in Cool Deals section (1 wk).
<PAGE>   13

Ongoing commitment through 1997 if McAfee products stay in top 5.
-Top promotional spot in at least one open center each week.
-Continuing of rotating banner of software.net homepage.

Marketing Plan Fee Fee waived

1-All Annual product maintenance fees can be applied to sponsorship program
within the first thirty (30) days of this agreement. See marketing kit for
details of sponsorship opportunities.

2-software.net will invoice this amount which is due and payable at time of
signed agreement. This is a payment for services to be performed and
software.net will not perform such services until payment has been received.



                                   EXHIBIT D

Please fill out the following template for each product (as you wish it to
appear in software.net):

Vendor Name (up to 36 characters): McAfee Software, Inc.

Product Name (include version number): To be provided with each version
                                       supplied (TPB)

Does this product come with electronic documentation? Yes online help? Yes
What platform(s) does this product run under?   (TPB)

What is the approximate box street price of this product? See Exhibit C

What is the approximate ESD street price of this product-The price software.net
will sell product for (10-20% less than the box street price) See Exhibit C

What is software.net's cost              See Exhibit C

What, if any, is the vendor part number of this product?    (TPB)

Is this product serialized? NO  if yes, have serial numbers been provided? ___

Does this product have an export ban?   (TPB)  if yes, to which countries is
export restricted or banned? ___________________________________________

Name of business marketing contact: Jon Wong

Phone Number: ______________ Email Address: Jon Wong@ccmcafee.com

Name of technical contact (to call if trouble with preparing products: _______

Phone Number: ______________ Email Address: Jon Wong@ccmcafee.com

Name of person to receive monthly reports via email: Phillip Art

Phone Number: (972) 855-2547           Email ____________________________

Address: phillip art@ccmcafee.com

From the category listing below, enter one (1) category this product fits into:
(TPB)


                                      1541, Operating System Software

<PAGE>   14
<TABLE>
<S>                                                     <C>
1501. Spreadsheet Software                              1543. Programming Languages and Utilities
1503. Database Software                                 1545. Memory Manager Software
1505. Wordprocessor Software                            1547. File Conversion & File Transfer Software
1507. Suites & Integrated Software Packages             1549. Reference & Information Software
1509. Desktop Publishing Software                       1551. Education & Edutainment Software
1511. Communications Software                           1553. Games & Entertainment Software
1512. Internet Software                                 1555. Voice Recognition Software
1513. Fax, OCR & Document Imaging Software              1561. Forms Generator, Designer & filler
1515. E-Mail, Groupware & Video Conference Software     1563. Back-up Software
1517. Terminal Emulation Software                       1565. Menu SW & Desktop Organizers
1521. Graphics & Presentation Graphics Software         1567. Virus Detection Software
1523. CAD Software                                      1569. Security Software
1525. Multimedia Software                               1571. Diagnostic Software
1527. Clip Art, Symbol & Image Libraries                1573. Screen Saver Software
1529. Font Software                                     1575. Printer Utility Software
1531. Accounting Software                               1577. Network Mgmt & Utility Software
1533. Tax Software                                      1579. General Utility Software
1535. Statistics Software                                       9900, Information
1537. Project & Time Management Software                9901. Electronic Books
1539. General Business Software
</TABLE>



                                                                              11