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                                                                    Exhibit 10.5

July 14, 2000


John P. Barratt



Dear John:

I am very pleased to offer you the position of BEYOND.COM'S Chief Operating
Officer. As Chief Operating Officer, you will be responsible for leading and
managing eStore Services, Business Operations, Business Development, Legal,
Facilities, and Human Resources. Also, you will report directly to Ronald S.
Smith, in his capacity as President and CEO of BEYOND.COM.

Your base salary will be $265,000 annually and will generally be reviewed on an
annual basis. You will also be eligible for an annual bonus of $135,000, paid
quarterly. During your employment, you will be eligible for all benefits made
available to other similarly situated employees of the company from time to
time. These benefits may be added to or deleted from the benefits package
offered by the company at any time at the discretion of the Board of Directors
of the company.

In addition, you will be granted a one-time sign-on bonus of $50,000. Should
your employment with BEYOND.COM be terminated by you or for cause prior to your
twelve-month anniversary, you will be required to return the sign-on bonus. The
return amount will be pro-rated over a twelve-month period, after which time
there will be no obligation on your part to return the sign-on bonus.

Also, BEYOND.COM will provide reimbursement for your lodging, travelling, and
vehicle leasing expenses under the following terms.

o   Lodging - You will be reimbursed for up to $40,000 annually in living
    expenses in the Greater San Jose Area such as a two-bedroom condominium.

o   Travel - You and your wife will be reimbursed for up to $35,000 annually in
    commute/travel expenses incurred between Toronto and the Greater San Jose
    Area.

o   Vehicle Lease - You will be reimbursed for up to $6,600 annually for
    the leasing of a vehicle.

When you commence your employment with the company, the company intends to grant
you a stock option to purchase 500,000 shares of the company's common stock. One
quarter (1/4) of the option shares (125,000) will become exercisable after you
have completed twelve months of employment with the company, and, thereafter one
forty-eighth (1/48) of the option shares (10,416.66) will become exercisable
following each month you remain employed by the company. The grant of the stock
options will be subject to the other terms and provisions of the company's stock
option plan and stock option agreement and the satisfaction of all federal and
state securities laws.


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In the event that a change of control (defined to mean the Company is sold or is
a party to a merger with another company resulting in the Company's shareholders
immediately prior to such transaction owning less than 50% of the successor
company's voting capital stock immediately following such transaction) occurs,
50% of the unvested options held by you will be immediately vested. The balance
of the unvested options held by you will continue to vest under the original
vesting schedule. In the event that such a change of control as described above
occurs and BEYOND.COM stock is valued at or above $10.00 per share, 100% of the
unvested options held by you will be immediately vested.

For purposes of this offer letter, any act by you involving fraud, willful
malfeasance or similar wrongful acts, or willful and continuing neglect of your
duties after notice of such, shall be grounds for you to be "Terminated For
Cause." If you are terminated for any other reason, you shall be deemed
"Terminated Without Cause." In the event that you are terminated without cause,
the Company will pay you as agreed upon severance a lump sum one time payment
amount equal to twelve (12) months of your then base salary and annual bonus.
You agree that the payments set forth in this offer letter constitute all
payments that you shall be entitled to, and under any theory, in the event of
any termination of employment.

At all times your employment will be "at will". Under California law this means
that it is not for a specified period of time and at any time either you or the
company can terminate the employment, with or without cause, by giving notice to
the other party. This offer of employment is contingent upon completion of a
background investigation.

Because of Federal regulations adopted in the Immigration Reform and Control Act
of 1986, you will need to present documentation demonstrating that you have
authorization to work in the United States. If you have any question about this
requirement, which applies to U.S. citizens and non-U.S. citizens alike, please
contact our Human Resources department. Also, this offer is made with the
understanding that you will be available to start employment with BEYOND.COM
within seven (7) calendar days after receipt of your "authorization to work in
the United States" and that the Company does undertake to reimburse you for
legal and administration expenses, incurred by you for the sole purpose of
applying for authorization to work in the United States.

John, we look forward to having you join the team and believe you have the
ability to make a significant contribution to our success. If you are in
agreement with the terms of this offer, please sign below and return it to me by
Friday, July 14, 2000.

Sincerely,


Ronald S. Smith
President and CEO

Agreed and Accepted:                                      Date:

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John P. Barratt

Start Date:

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