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                                                                   EXHIBIT 10.37


                                    AGREEMENT

        This Agreement is made by and between Network Associates, Inc. (the
"Company"), and you, Zachary Nelson, as of January 1, 2001 (the "Effective
Date").

        1. Duties and Scope of Employment.

               (a) CEO of MyCIO.com. As of the Effective Date, you will continue
to serve as Chief Executive Officer and President of MyCIO.com, Chief Strategy
Officer or in such other senior executive positions with the Company or any of
its affiliated entities as you and the Company may mutually agree upon after the
Effective Date. You will render such business and professional services in the
performance of your duties, consistent with your position within the Company, as
shall reasonably be assigned to you by the Board of Directors of the Company
and/or the Chief Executive Officer of the Company (the "Board or CEO"). You will
devote your full business efforts and time to the Company and such of its
subsidiaries as the Board or CEO may designate.

               (b) Special Advisor. On or before December 31, 2001, (i) you may
elect to voluntarily resign from your position(s) described in Section 1(a) or
(ii) the Company may remove you from such positions, and from the date of such
resignation or removal (the "Transition Date") through the one (1) year
anniversary of the Transition Date (the "End Date"), you will serve as a Special
Advisor to the Company, with your salary and bonus compensation as described in
Section 6 (a) hereof. As of the Transition Date, if any, you will resign as
President and Chief Executive Officer of MyCIO.com or from such other executive
positions you accepted as described in Section 1(a) and, although you will
remain an employee of the Company through the End Date in your role as Special
Advisor, you will relinquish all other officer and director positions with the
Company and its affiliates. As a Special Advisor, you will render such business
and professional services in the performance of your duties, consistent with
your position within the Company, as shall reasonably be agreed upon by you and
the Board or CEO. As a Special Advisor, you will no longer be considered an
officer for purposes of Section 16 of the Securities Act of 1934, as amended.
Additionally, you will no longer be subject to the insider trading policies of
the Company or its affiliated entities and shall not be subject to any
pre-clearance requirements or trading windows for the purchase or sale of the
stock of the Company or its affiliated entities.

                      (i) After the Transition Date, you may, subject to
Sections 10, 11, and 12, engage in any other employment or consulting activities
for any other entity or person whatsoever. In the event you obtain alternative
employment with an employer other than the Company or any of its affiliates at
any time prior to the End Date, your role with the Company shall either be
governed by this Agreement, or, if mutually agreed upon in writing between you
and the Company, by terms which may include, among other things, your change in
status from an employee to consultant. Absent Cause for terminating your
employment (as defined in Section 6), and subject to your continued compliance
with the terms of this Agreement, the Company agrees to use its best faith


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efforts to ensure that you will continue to be an employee, or to otherwise
provide consulting or advisory services to the Company, through the End Date.

               (c) Employment Term. The period of your employment under this
Agreement (including, if applicable, as a Special Advisor) is referred to herein
as the "Employment Term."

        2. At-Will Employment. Your employment with the Company constitutes
"at-will" employment. You and the Company acknowledge that this employment
relationship may be terminated at any time, upon written notice to the other
party, with or without good cause or for any or no cause, at the option of
either you or the Company.

        3. Employee Benefits and Office.

               (a) Employee Benefits. During the Employment Term, you will be
eligible to participate in accordance with the terms of all Company employee
benefit plans that are applicable to other employees of the Company, as such
plans and terms may exist from time to time, provided you are determined to be
an employee of the Company according to the terms of such plans. However, in the
event you transition into the role of Special Advisor, you will not accrue any
additional vacation under Company's vacation policy after the Transition Date
and you shall not be permitted to participate in the Company's 401(k) plan. In
the event you are determined to be ineligible as a Special Advisor to
participate in the Company's employee benefit plans and subject to compliance
with Sections 5, 10, 11, 12 and 15 and Exhibit A, the Company shall provide you
with the same level of Company subsidized health (i.e., medical, vision and
dental) coverage and executive benefits as in effect for you on the day of such
determination through the End Date. If you transition into the role of Special
Advisor, then the Company will timely pay all accrued and unused vacation earned
through the Transition Date, subject to standard payroll deductions and
withholdings.

        4. Compensation.

               (a) Base Salary. During the Employment Term, the Company will pay
you as compensation for your services an annual salary of $300,012 (the "Base
Salary"). The Base Salary will be paid through payroll periods that are
consistent with the Company's normal payroll practices. Your Base Salary will be
subject to review and adjustments will be made based upon the Company's normal
performance review practices.

               (b) Bonus. You will be eligible for a target bonus of $200,000 in
2001, based upon achieving performance targets to be determined by the Board or
CEO. The bonus shall be paid within a reasonable period after each Company
fiscal quarter in accordance with past practices assuming that you are in
compliance with all of your obligations under this Agreement, including (without
limitation) Sections 5, 10, 11, 12 and 15.

               (c) Stock Options. During the Employment Term, your outstanding
and unexercised stock options to purchase common stock of the Company or any of
its affiliated entities will continue to be subject to the terms and conditions
of the stock option plans and the applicable stock option agreements by and
between you and the Company (or its related applicable entity). During the
Employment Term, accelerated vesting of your stock options will continue to be
in effect in the event of a "Change of Control" (as defined in the Change of
Control Agreement) subject to the


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terms and conditions of the Employment Agreement entered into between you and
the Company on May 11, 1999 (the "Change of Control Agreement"), as amended
hereby as further described in Section 13. With respect to your McAfee.com stock
options, without making any representations or warranties, it is the Company's
understanding that during the Employment Term such stock options will continue
to vest according to their terms and that the post-termination exercisability
period will not begin while you are employed by the Company under this Agreement
or otherwise providing consulting or advisory services to the Company.

               (d) Indemnification and D&O Insurance. The parties agree that you
will continue to be covered by the terms and conditions of the Indemnity
Agreement entered into between you and McAfee Associates on March 20, 1997 (the
"Indemnity Agreement") and that the parties' rights and obligations thereunder
are unaffected by this Agreement.

        5. Settlement Agreement and Release. In the event you transition to a
role as Special Advisor, then, on the Transition Date, you will sign and deliver
to the Company a Settlement Agreement and Release in the form attached as
Exhibit A. Execution of the Settlement Agreement and Release shall be a
precondition to payment of the severance benefits pursuant to Section 6 or
pursuant to Section 5 of the Change of Control Agreement.

        6. Severance.

               (a) Termination other than for Cause. If prior to December 31,
2001, the Company terminates your employment for any reason other than Cause or
you resign from your employment as described in the last sentence of Section
6(c), then, subject to your signing the release set forth as Exhibit A and your
continued compliance with Sections 5, 10, 11, 12 and 15 and the release set
forth as Exhibit A, then (i) you will receive (y) for one (1) year following
your termination or resignation, or, (x) if you are serving as Special Advisor
on the date of such termination or resignation, through the End Date (said one
year period in the event of either (y) or (x) being herein referred to as the
"Severance Period"), with respect to your Base Salary, $300,012 or your then
current base salary, whichever is greater, and with respect to your bonus,
$200,000 or your then current target bonus, whichever is greater, with payments
on the same dates such payments would have otherwise been made had you remained
employed through the Severance Period; (ii) your stock options to purchase
common stock of the Company or any of its affiliated entities shall immediately
vest as to the number of shares subject to such options that would have
otherwise vested during the Severance Period as if you had remained employed
throughout the entire Severance Period and you shall have ninety (90) days
following the Severance Period to exercise your right to purchase any or all of
your vested but unexercised option shares; (iii) you shall continue to be
covered under the accelerated vesting provisions of the Change of Control
Agreement through the Severance Period, ignoring the requirement that you remain
a Company employee; and (iv) you will receive the same level of Company
subsidized health (i.e., medical, vision and dental) coverage and executive
benefits as in effect for you on the day of your termination through the
Severance Period. You will not receive any other compensation or benefits from
the Company except as may be required by law in accordance with established
Company plans and policies.

               (b) Voluntary Termination or Termination for Cause. If, prior to
December 31, 2001, you voluntarily terminate your employment with the Company
for a reason other than as described in the last sentence of Section 6(c) or the
Company terminates your


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employment for Cause, or upon termination of your employment for any reason on
or after January 1, 2002, then you shall not receive any compensation, benefits
or other compensation pursuant to Section 6 (a).

               (c) Definition of Cause. Termination of your employment for
"Cause" means termination due to your willful misconduct or gross negligence
which is materially injurious to the Company and its affiliated entities taken
as a whole and/or your failure to satisfy any of your obligations under this
Agreement, including (but not limited to) your obligations under Sections 5, 10,
11, 12 and 15 and, if applicable, Exhibit A; provided, however, that the
determination that you have failed to satisfy your obligations under this
Agreement must be made in good faith by the Board and you will be given written
notice by the Board detailing the specific facts of such breach, and a
reasonable opportunity (of least thirty (30) days) to cure same. You will also
receive the above-described severance if you resign from your employment as a
result of (i) a material reduction in your compensation or benefits, (ii) the
movement of your primary work location to a place more than twenty-five (25)
miles from your work location at the time this Agreement is executed without
your written consent and if you are not serving in the role of Special Advisor
as of such date, or (iii) if there is a change, without your written consent,
such that you no longer directly report to the Board or CEO.

               (d) Removal of Files. Following your termination of employment,
you may remove your personal files from the Company's premises. Any file
containing "Employment Information" or "Confidential Information" (both as
defined in Section 10) may not be removed from the Company's premises without
the written consent of the Board or CEO.

        (e) Excise Tax. If any payment or benefit you would receive pursuant to
a Change in Control from the Company or otherwise ("Payment") would (i)
constitute a "parachute payment" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this
sentence, be subject to the excise tax imposed by Section 4999 of the Code (the
"Excise Tax"), then such Payment shall be reduced to the Reduced Amount. The
"Reduced Amount" shall be either (x) the largest portion of the Payment that
would result in no portion of the Payment being subject to the Excise Tax or (y)
the largest portion, up to and including the total, of the Payment, whichever
amount, after taking into account all applicable federal, state and local
employment taxes, income taxes, and the Excise Tax (all computed at the highest
applicable marginal rate), results in your receipt, on an after-tax basis, of
the greater amount of the Payment notwithstanding that all or some portion of
the Payment may be subject to the Excise Tax. If a reduction in payments or
benefits constituting "parachute payments" is necessary so that the Payment
equals the Reduced Amount, reduction shall occur in the following order unless
you elect in writing within three (3) business days of the Change in Control a
different order: reduction of cash payments; cancellation of accelerated vesting
of stock awards; reduction of employee benefits. In the event that acceleration
of vesting of stock award compensation is to be reduced, such acceleration of
vesting shall be cancelled in the reverse order of the date of grant of your
stock awards unless you elect in writing a different order for cancellation.

                      (i) The accounting firm engaged by the Company for general
audit purposes as of the day prior to the effective date of the Change in
Control shall perform the foregoing calculations. The Company and you shall
equally share all expenses with respect to the determinations by such accounting
firm required to be made hereunder.


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                      (ii) The accounting firm engaged to make the
determinations hereunder shall provide its calculations, together with detailed
supporting documentation, to the Company and you within thirty (30) calendar
days after the date on which your right to a Payment is triggered (if requested
at that time by the Company or you) or such other time as requested by the
Company or you. Any good faith determination of the accounting firm made
hereunder shall be final, binding and conclusive upon the Company and you.

                      (iii) If the accounting firm determines that no Excise Tax
is payable with respect to a Payment, either before or after the application of
the reduction set forth in this Section 6(e), it shall furnish the Company and
you with an opinion reasonably acceptable to you that no Excise Tax will be
imposed with respect to such Payment.

        7. Assignment. This Agreement will be binding upon and inure to the
benefit of (a) your heirs, executors and legal representatives upon your death
and (b) any successor of the Company. Any such successor of the Company will be
deemed substituted for the Company under the terms of this Agreement for all
purposes. For this purpose, "successor" means any person, firm, corporation or
other business entity which at any time, whether by purchase, merger or
otherwise, directly or indirectly acquires all or substantially all of the
assets or business of the Company. None of your rights to receive any form of
compensation payable pursuant to this Agreement may be assigned or transferred
except by will or the laws of descent and distribution. Any other attempted
assignment, transfer, conveyance or other disposition of your right to
compensation or other benefits will be null and void.

        8. Notices. All notices, requests, demands and other communications
called for hereunder shall be in writing and will be deemed given (a) on the
date of delivery if delivered personally, (b) one (1) day after being sent by a
well established commercial overnight service, or (c) four (4) days after being
mailed by registered or certified mail, return receipt requested, prepaid and
addressed to the parties or their successors at the following addresses, or at
such other addresses as the parties may later designate in writing:

                If to the Company:

                Network Associates, Inc.
                13465 Midway Road
                Dallas, TX  75244

                Attn: General Counsel

                If to you:

                at the last residential address known by the Company and to
                Steven L. Friedlander, Esq., Cooley Godward LLP, One Maritime
                Plaza, 20th Floor, San Francisco, CA 94111.

        9. Severability. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement will continue in full force and effect without said
provision.


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        10. Confidentiality.

               (a) Employment Information. During the Employment Term and
thereafter, you agree to use your best efforts to maintain in confidence the
existence of this Agreement, the contents and terms of this Agreement, including
any documents incorporated by reference and the consideration for this Agreement
(the "Employment Information"). You agree to take every reasonable precaution to
prevent disclosure of any Employment Information to third parties, and agree
that there will be no publicity, directly or indirectly, concerning any
Employment Information. Notwithstanding the above, you may disclose Employment
Information in confidence to those attorneys, accountants, governmental
entities, family members and, if you are serving in your role as Special
Advisor, prospective employers who have a reasonable need to know of such
Employment Information.

               (b) Confidential Information. During the Employment Term and
thereafter, you agree to hold in the strictest confidence, and not use, except
for the benefit of the Company to fulfill your employment obligations, or to
disclose to any person, firm or corporation without written authorization of the
Board any "Confidential Information." You understand that "Confidential
Information" means any proprietary Company information, technical data, trade
secrets or know-how, including, but not limited to, research, product plans,
products, services, customer lists and customers (including, but not limited to,
customers of the Company on whom you called or with whom you became acquainted
during the term of your employment), markets, software, developments,
inventions, processes, formulas, technology, designs, drawings, engineering,
hardware configuration information, marketing, finances or other business
information disclosed to you by the Company either directly or indirectly in
writing or orally. You further understand that "Confidential Information" does
not include any of the foregoing items which have become publicly known and made
generally available through no wrongful act of yours or of others who were under
confidentiality obligations as to the item or items involved. You are free to
use your own skill, knowledge, know-how and experience to whatever extent and in
whichever way you wish, provided such use does not in any way involve the use of
Confidential Information. In the event you transition into the role of Special
Advisor, the Company will provide such materials to you as are necessary to
perform your duties as Special Advisor. As a Special Advisor, the Company does
not intend to provide you with any Confidential Information and will not do so
without ten (10) business days prior written notice. Nevertheless, to the extent
you receive Confidential Information as a Special Advisor, you acknowledge and
agree to be bound by this Section 10(b) with respect to such Confidential
Information.

        11. Non-Competition and Non-Solicitation. With respect to the businesses
of the Company or any of its subsidiaries on either the Effective Date or the
date of your termination of employment from the Company and all of it
subsidiaries (collectively, the "Businesses"), you agree that during the period
beginning on the Effective Date and ending on the date on which you terminate
employment, you, directly or indirectly, whether as employee, owner, sole
proprietor, partner, director, member, consultant, agent, founder, co-venturer
or otherwise, will not engage, participate or invest in (except for any indirect
investments as a result of your investments in venture funds or mutual funds)
any business activity anywhere in the world that is directly competitive with
the principal products or services of the Businesses; provided, however, that
the obligations described in this sentence will only apply to you through the
Transition Date in the event you become a Special Advisor to the Company, as
described in Section 1(b) above. During the period


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beginning on the Effective Date and ending one year after the date on which you
terminate employment, you, directly or indirectly, whether as employee, owner,
sole proprietor, partner, director, member, consultant, agent, founder,
co-venturer or otherwise, will (a) not hire or attempt to employ, recruit or
otherwise solicit, induce or influence any person to leave employment with the
Businesses; and (b) not directly or indirectly solicit business from any of the
Businesses' customers and users on behalf of any business that directly competes
with the Businesses.

        12. Non-Disparagement. You and the Company agree to refrain from making
any negative comments about the other concerning their respective business,
products or services, officers, employees and directors and to refrain from any,
defamation, libel or slander of the other and their respective officers,
directors, employees, investors, shareholders, administrators, affiliates,
divisions, subsidiaries, predecessor and successor corporations, and assigns or
tortious interference with the contracts and relationships of the other and
their respective officers, directors, employees, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor and successor
corporations, and assigns.

        13. Entire Agreement. This Agreement (including Exhibit A), together
with the Change in Control Agreement (as amended hereby), the Indemnity
Agreement, the stock option plan under which your options were granted and your
stock option agreements, represents the entire agreement and understanding
between the Company and you concerning your employment relationship with the
Company or any of its subsidiaries, and supersedes and replaces any and all
prior agreements and understandings concerning your employment relationship with
the Company. The Change of Control Agreement is amended as follows:

               (a) Sections 1 and 4 of the Change of Control Agreement shall
remain in effect with respect to the accelerated vesting of options.

               (b) The following provisions are superceded hereby: 2, 3, 6 --14,
and 16 - 19.

               (c) If a Termination Upon a Change of Control (as defined in the
Change of Control Agreement) shall occur at any time during the Employment Term
other than during a Severance Period, then Section 5 of the Change of Control
Agreement shall apply.

               (d) If a Change of Control (as defined in the Change of Control
Agreement) shall occur during the Severance Period, if any, then Section 5 of
the Change of Control Agreement shall not apply (except with respect to the
vesting of options pursuant to Section 4 of the Change of Control Agreement).
The benefits provided with respect to the Severance Period under this Agreement
shall be in lieu of the separation benefits described in Section 5.

               (e) You may not receive benefits under Section 6 (a) of this
Agreement, if you are claiming or have claimed benefits under Section 5 of the
Change of Control Agreement. You may not receive benefits under Section 5 of the
Change of Control Agreement if you are claiming or have claimed benefits under
Section 6 (a) of this Agreement. It is agreed that you may not receive benefits
under Section 5 of the Change of Control Agreement unless you first sign the
Settlement Agreement and Release in the form attached as Exhibit A.


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        14. Arbitration and Equitable Relief.

               (a) Except as provided in Section 14(d) below, you and the
Company agree that to the extent permitted by law, any dispute or controversy
arising out of, relating to, or in connection with this Agreement, or the
interpretation, validity, construction, performance, breach, or termination
thereof will be settled by arbitration to be held in the County of San
Francisco, California, in accordance with the National Rules for the Resolution
of Employment Disputes then in effect of the American Arbitration Association
(the "Rules"). The arbitrator will allow discovery consistent with the
California Arbitration Act or as otherwise required by law in arbitration
proceedings. The arbitrator may grant injunctions or other relief in such
dispute or controversy. The decision of the arbitrator will set forth the
essential findings and conclusions on which the decision is based and will be
final, conclusive and binding on the parties to the arbitration. Judgment may be
entered on the arbitrator's decision in any court having jurisdiction.

               (b) The arbitrator will apply California law to the merits of any
dispute or claim (with the exception of its conflict of laws provisions). You
hereby expressly consent to the personal jurisdiction of the state and federal
courts located in California for any action or proceeding arising from or
relating to this Agreement and/or relating to any arbitration in which the
parties are participants.

               (c) The Company will pay the direct costs and expenses unique to
arbitration. The Company and you each will pay your own counsel fees and other
expenses associated with the arbitration.

               (d) The Company or you may apply to any court of competent
jurisdiction for a temporary restraining order, preliminary injunction, or other
interim or conservatory relief, as necessary to enforce the provisions of this
Agreement, without breach of this arbitration agreement and without abridgement
of the powers of the arbitrator.

               (e) You understand that nothing in this Section 14 modifies your
at-will status. Either the Company or you can terminate the employment
relationship at any time, with or without cause.

               (f) YOU HAVE READ AND UNDERSTAND THIS SECTION 14, WHICH DISCUSSES
ARBITRATION. YOU UNDERSTAND THAT BY SIGNING THIS AGREEMENT, YOU AGREE TO THE
EXTENT PERMITTED BY LAW, TO SUBMIT ANY FUTURE CLAIMS ARISING OUT OF, RELATING
TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY,
CONSTRUCTION, PERFORMANCE, BREACH, OR TERMINATION THEREOF TO BINDING
ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF YOUR RIGHT
TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL
ASPECTS OF THE EMPLOYER/EXECUTIVE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO,
THE FOLLOWING CLAIMS:

                      (i) ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF
EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT
OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED;


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NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR
INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH
CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION;

                      (ii) ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL STATE
OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH
DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, AND ANY LAW OF ANY
STATE; AND

                      (iii) ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND
REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.

        15. Cooperation with Company. During and after the Employment Term, you
will cooperate fully with the Company in responding to the reasonable requests
of the Company's Chairman of the Board, CEO or General Counsel, in connection
with any and all existing or future litigation, arbitrations, mediations or
investigations brought by or against the Company or any of its affiliates,
agents, officers, directors or employees, whether administrative, civil or
criminal in nature, in which the Company reasonably deems your cooperation
necessary or desirable. In such matters, you agree to provide the Company with
reasonable advice, assistance and information, including offering and explaining
evidence, providing sworn statements, participating in discovery and trial
preparation and testimony. You also agree to promptly send the Company copies of
all correspondence (for example, but not limited to, subpoenas) received by you
in connection with any such legal proceedings, unless you are expressly
prohibited by law from so doing. You will act in good faith to furnish the
information and cooperation required by this Section 15 and the Company will act
in good faith so that the requirement to furnish such information and
cooperation does not create an undue hardship for you. The Company will
reimburse you for reasonable out-of-pocket expenses incurred by you as a result
of your cooperation, within ten (10) days of the presentation of appropriate
documentation thereof, in accordance with the Company's standard reimbursement
policies and procedures. The failure by you to cooperate fully with the Company
in accordance with this Section 15 will be a material breach of the terms of
this Agreement which will result in all commitments of the Company to make
additional payments to you becoming null and void. Notwithstanding anything in
this Section, it is agreed that (i) if possible the Company will provide you
with reasonable advance notice regarding these activities, (ii) any requests
made hereunder by the Company will be made in good faith, shall be reasonable
and, in the event you transition into a role as Special Advisor, will not
unreasonably interfere with your duties to any employer other than the Company
or any of its subsidiaries, (iii) that you are at all times able to respond to
legal process and otherwise act as required by applicable law, and (iv) this
Section 15 shall not apply to any litigations, arbitrations or mediations, or if
a conflict of interests develops, between you and the Company.

        16. No Oral Modification, Cancellation or Discharge. This Agreement may
be changed or terminated only in writing (signed by you and the Board or CEO).

        17. Withholding. The Company is authorized to withhold, or cause to be
withheld, from any payment or benefit under this Agreement the full amount of
any applicable withholding taxes.


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        18. Governing Law. This Agreement will be governed by the laws of the
State of California (with the exception of its conflict of laws provisions).

        19. Authority. The Company represents and warrants that the person
signing this Agreement on its behalf has full authority to act for the Company.

        20. Acknowledgment. You acknowledge that you (i) have read this
Agreement, (ii) have been represented in the preparation, negotiation, and
execution of this Agreement by legal counsel of your own choice or that you
voluntarily have declined to seek counsel, (iii) understand the terms and
consequences of this Agreement, and (iv) are fully aware of the legal and
binding effect of this Agreement.




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        IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
respective dates set forth below:

                                    ZACHARY NELSON


                                    /s/ ZACHARY NELSON
                                    ------------------------------------------
                                    Zachary Nelson



                                    NETWORK ASSOCIATES, INC.


                                    By: /s/ KENT H. ROBERTS
                                        --------------------------------------
                                    Name: Kent H. Roberts
                                         -------------------------------------
                                    Title: Vice President and General Counsel
                                          ------------------------------------




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