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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 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 8, 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 United 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 Trademark 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 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 from 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 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 the 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 RESELL 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 Vendor 
            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 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 compiled with the terms 
            of this Agreement. Vendor shall have the right to conduct such an 
            audit upon

 
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          ten days advance notice twice each year. In the event that such an 
          audit discloses an underpayment of more than five percent (5%), the
          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 Vendors 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)   [*]

     b)   [*]

          [*]

     c)   [*]

     d)   [*]

     e)   [*]

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  


[*}CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED 
   SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


                                                                               5




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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                   MCAFEE SOFTWARE, INC. VENDOR


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

Print Name:  Blake Burke                  Print Name: Peter Watkins
           ----------------------                     ---------------------

Title:  [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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     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 purchased 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

<PAGE>   9
files (DATfiles) released during the two year period following purchase. If 
you receive 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 
<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 OF 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) 988-3832, fax (408) 
970-9727, or write: McAfee Software, Inc. 2805 Bowers Avenue,
<PAGE>   11
Santa Clara, California 95051-0963. McAfee Associates, Inc. is considered a
Supplier for purposes of this License.

<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>
[*]                 [*}  

[*]                 [*}


[*]                 [*}

[*]                 [*}

[*]                 [*}
</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>
[*]                 [*}  

[*]                 [*}


[*]                 [*}

[*]                 [*}

[*]                 [*}
</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. 
     [*]

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.

[*]
*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).


[*}CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED 
   SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
 
<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 on software.net homepage.

Marketing Plan Fee Fee waived

1-All Annual product maintenance fees can be applied to a 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:  [*]

Phone Number: __________________ Email Address: [*]

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

Phone Number: __________________ Email Address: [*]

Name of person to receive monthly reports via email:  Philip Artt

Phone Number: [*]                Email

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

                                                  1541.Operating System Software

[*}CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED 
   SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>   14

<TABLE>
<S>                                                      <C>
1501.  Spreadsheet Software                              1543.  Programming and Languages 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 & Entertainment 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 S/W & 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>