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                                                                    Exhibit 10.3

                           WEB SITE SERVICES AGREEMENT


This Web Site Services Agreement (the "Agreement") is made and entered into
effective as of September 21, 1998, by and between software.net Corporation, a
Delaware corporation, a.k.a. Beyond.com, located at 1195 West Fremont Avenue,
Sunnyvale, California 94087 ("Reseller") and Networks Associates, Inc., a
Delaware corporation, doing business as Network Associates, Inc. located at 3965
Freedom Circle, Santa Clara, California 95054 ("Vendor" or "NAI").

BACKGROUND

(a)  Vendor is the owner of all rights to (or has a license to sell) the
     Software.

(b)  Reseller, as successor of Cybersource Corporation, and Vendor are parties
     to an Electronic Software Distribution Agreement, dated September 1, 1997,
     regarding the electronic distribution of NAI's Products (the "Reseller
     Agreement").

(c)  Vendor and Reseller have simultaneously herewith entered into a certain
     Co-Hosting Agreement (herein so called) relating to the offering of
     software and computer hardware from Vendor's public web sites (other than
     the web site maintained by Vendor at www. mcafeemall.com (or such other
     name as the site may be given from time to time, including, without
     limitation, the "McAfee Store") (the "Managed Site")).

(d)  Vendor desires to enter into this Agreement, whereby Reseller would be
     responsible for operating and managing certain aspects of the Managed Site
     on behalf of Vendor for the purpose of electronically distributing Vendor's
     Products to End-User customers in accordance with the terms and conditions
     of this Agreement.

NOW THEREFORE, in consideration of the foregoing, and of the mutual covenants
and agreements hereinafter set forth, the parties hereby agree as follows:

1.   DEFINITIONS.

Unless otherwise defined herein, the terms used in this Agreement shall have the
following meanings:

(a)  CONTENT: means the text, pictures, sound, graphics, video and other data
     that appears on the applicable web page or web site.

(b)  CUSTOMIZED CONTENT: means the Vendor-specific content that is set up by
     Reseller under this Agreement for the Managed Site. Customized Content
     shall be subject to the prior approval of Vendor and its continued
     placement on the Managed Site thereafter shall be subject to the results of
     the quarterly status meetings described on Exhibit "A". The Customized
     Content which Vendor initially approves for placement upon on Managed Site
     is described on Exhibit "B" attached hereto and made a part hereof.




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(c)  VENDOR CONTENT: means the content specifically provided by Vendor to be
     included in the Managed Site.

(d)  RESELLER CONTENT: means content specifically provided by Reseller to be
     included in the Managed Site. Reseller Content shall be subject to the
     prior approval of Vendor and its continued placement on the Managed Site
     thereafter shall be subject to the results of the quarterly status meetings
     described on Exhibit "A".

(e)  RESELLER PROPRIETARY HOST SYSTEM: means Reseller's proprietary engine that
     is maintained on Reseller's servers and that permits Vendor Clients to
     review literature and place orders to obtain Vendor Products via the world
     wide web.

(f)  RESELLER TRADEMARKS: means the trademarks, service marks, trade names and
     logos used by and owned by Reseller.

(g)  VENDOR CLIENT: means a customer of Vendor that utilizes the Managed Site.

(h)  VENDOR TRADEMARKS: means the trademarks, service marks, trade names and
     logos used by and owned by Vendor.

(i)  SOFTWARE: means retail desktop software products offered by Vendor under
     the "McAfee" brand or other Vendor owned brand, which Vendor makes
     available for sale via the Internet. The term "Product" shall have the same
     meaning as the term Software.

(j)  OTHER TERMS: Other capitalized terms used herein shall have the same
     meaning as provided in the Co-Hosting Agreement unless the context requires
     otherwise.

2.   VENDOR OBLIGATIONS.

(a)  Vendor shall establish and maintain the appropriate hypertext links from
     its Online Service Page and the NAI Internet Sites to the designated URL or
     URLs for the Managed Site under the designation, the McAfee Mall, McAfee
     Store or such other designation as may be give to the Managed Site. Such
     links shall be of reasonable prominence to give sufficient notice to
     viewers of Vendor's Online Service Page.

(b)  Other than technical support related to Vendor Clients' purchases and
     downloading of the Vendor Products, Vendor shall provide all other support
     to Vendor Clients, including without limitation, the support being provided
     in accordance with its current technical support policies.

(c)  Vendor shall cooperate and work with Reseller in accordance with the terms
     of the Miscellaneous section of Exhibit "A" of this Agreement.

(d)  Except for those Products listed in Exhibit "A" of this Agreement, Vendor
     shall not sell Vendor's or other third party software (including the
     Products) from its public web sites except through the Managed Site or the
     Destination (as defined in the Co-Hosting Agreement). Vendor agrees that
     any software and computer hardware offered for sale on



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     the Managed Site must be fulfilled, at Vendor's election, through the
     Managed Site, the Destination or must link to the Co-Host Site (as defined
     in the Co-Hosting Agreement). Vendor will not advertise on the Managed Site
     (whether with banners, buttons or other forms of online advertising) or
     link directly to web sites which are involved in the resale of software
     from such page on the web sites.

(e)  Vendor will display on each page of the Managed Site a statement to the
     effect that the Managed Site is operated by Vendor in partnership of with
     Reseller. The parties will agree in good faith on the prominence and exact
     format of such statement on each such page with increasing prominence to be
     given to such statement on the online order pages of the Managed Site.

(f)  Vendor will reasonably promote and operate the Managed Site.

3.   RESELLER OBLIGATIONS.

(a)  Reseller will build, maintain and manage the online order pages of the
     Managed Site (the "Order Pages") to process orders for Vendor Products both
     for electronic software download ("ESD") and for physical delivery. The
     structure of the Order Pages shall be based on Reseller's standard
     templates, but the graphical content, including the Customized Content will
     be subject to the approval of Vendor. All buttons, links and labels for the
     Managed Site shall be labeled McAfee Mall, McAfee Store or other
     designation approved by Vendor.

(b)  Reseller will be responsible for supporting Vendor Clients in the purchase
     and download process from the Managed Site, but will not otherwise provide
     product or technical support. Reseller will exercise all commercially
     reasonable efforts to distribute the most current version of Vendor's
     Products and other products which Vendor makes or desires to make available
     from the Managed Site.

(c)  Reseller will provide for financial and tax reporting for all activity on
     the Managed Site in accordance with Exhibit "A".

(d)  Reseller shall undertake export and licensing restriction management in
     accordance with the requirements set forth in the Co-Hosting Agreement and
     the Reseller Agreement, which export and licensing restriction requirements
     are incorporated herein by reference. Reseller shall comply with all
     applicable laws in connection with the operation of the Managed Site,
     including without limitation, laws relating to the use of information
     concerning Vendor Clients. Subject to the Reseller's rights set forth in
     Section 5(c) of this Agreement, Reseller shall also comply with Vendor's
     on-line privacy policies to the extent commercially reasonable upon written
     notice of such policies.

(e)  Vendor shall be responsible for all credit card fraud activity committed on
     the Managed Site. The initial risk procedures for the Managed Site are set
     forth on Exhibit "C" attached hereto. The risk procedures shall be a
     subject in the quarterly meetings between the parties described in Exhibit
     "A".



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(f)  Reseller shall cooperate and work with Vendor in accordance with the terms
     of the Miscellaneous section of Exhibit "A".

4.   LICENSE.

(a)  CUSTOMIZED CONTENT. Vendor grants Reseller a non-exclusive, royalty-free
     license and right during the term of this Agreement, to use, reproduce,
     electronically distribute, publicly display, and publicly perform the
     Customized Content delivered to Reseller by Vendor only in connection with
     the Managed Site. Vendor shall indemnify and hold harmless Reseller for any
     liabilities, losses, damages, costs and expenses (including attorneys' fees
     and costs) based on any third party claim that Customized Content infringes
     another's U. S. patent, copyright, trademark, service mark, or trade secret
     or that said Customized Content is defamatory or violates another's right
     to publicity or privacy; provided that 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 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.

(b)  RESELLER LINK. Reseller grants to Vendor a non-exclusive, non-transferable,
     revocable, royalty-free license and right during the term of this
     Agreement, to use, reproduce, electronically distribute, publicly display,
     and publicly perform Reseller's hypertext link, including certain of
     Reseller's graphic icon buttons and other proprietary content used in
     conjunction therewith as authorized in writing by Reseller, to link
     Vendor's web site to the Managed Site, provided that Vendor complies with
     section 9b, below. Reseller reserves the right to terminate the foregoing
     right if in its sole discretion, Vendor's usage of Reseller's hypertext
     link, graphic icon buttons and other proprietary content, harms the
     business, image and goodwill of Reseller.

5.   PROPRIETARY RIGHTS.

(a)  Vendor acknowledges that as between the parties, Reseller owns all right,
     title and interest in and to all components of the Order Pages and the
     Co-Host Site. Reseller acknowledges that as between the parties, Vendor
     owns all right, title and interest in and to the Managed Site and its
     associated URLs. Vendor acknowledges that the Reseller Trademarks are
     trademarks owned solely and exclusively by Reseller, and agrees to use the
     Reseller Trademarks only in the form and manner and with appropriate
     legends as prescribed by Reseller. Vendor agrees not to use any other
     trademark or service mark in connection with any of the Reseller Trademarks
     without prior written approval of 



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     Reseller. All use of Reseller Trademarks shall inure to the benefit of
     Reseller. 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. 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)  Nothing in this Agreement shall give Vendor any right or license to use,
     reproduce, display or distribute (electronically or otherwise) any
     technology or intellectual property rights in the Order Pages and the
     Co-Host Site.

(c)  Except as required by law, Reseller shall be entitled to use any
     information that it collects regarding the visitors to and purchasers from
     the Managed Site, including e-mail names, such information shall be
     considered co-owned by NAI and Reseller, with the restriction that Reseller
     may not sell, license or disclose such information to any competitor of
     NAI.

6.   TERM AND TERMINATION.

(a)  TERM. [*]

(b)  TERMINATION FOR CAUSE. [*]

     (i)   [*]

     (ii)  [*]

     (iii) [*]

     (iv)  [*]

     (v)   [*]


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     (vi)  [*]
     (vii) [*]


     (b1) TERMINATION BY RESELLER. [*]

(c)  EFFECT OF TERMINATION. Reseller shall remit all fees due under this
     Agreement to Vendor within thirty (30) days of such termination.

(d)  EFFECT ON END USERS. Termination of this Agreement by either party will not
     affect the rights of any End User under the terms of the End-User License
     Agreement and shall not affect terms of any other agreement between the
     parties except to the extent specifically provided for in such agreement.

7.   COMPENSATION.

     Reseller and Vendor shall be compensated in accordance with the terms of
     the Revenue Sharing portion of Exhibit "A".

8.   DISCLAIMER; UPTIME REQUIREMENT.

(a)  Vendor acknowledges and agrees that Reseller shall not be responsible for
     Order Pages unavailability due to (i) outages caused by the failure of
     public network or communications components or (ii) errors in the HTML
     coding in, or any other aspect of, the electronic files provided by Vendor.
     [*] Compliance with the Uptime Requirement shall be determined with respect
     to each one month period during the Term.

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     Failure to meet the Reseller Uptime Requirement shall be grounds for
     termination of this Agreement without notice or opportunity to cure.

(b)  Reseller acknowledges and agrees that Vendor shall not be responsible for
     Managed Site unavailability due to (i) outages caused by the failure of
     public network or communications components or (ii) errors in the HTML
     coding in, or any other aspect of, the electronic files provided by
     Reseller. [*]

9.   TRADEMARK USE.

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

(c)  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 Reseller's improper or unauthorized replication,
     packaging, marketing, distribution, or installation of the Software,
     including claims based on representations, warranties, or
     misrepresentations made by Reseller.

(d)  [*]


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     [*]

10.  GENERAL PROVISIONS.

(a)  ASSIGNMENT. This Agreement may not be assigned by either party (except by
     operation of law or in connection with the sale of substantially all of the
     assets of such party's business or the acquisition of such party by a third
     party) to any other person, persons, firms, or corporations without the
     express written approval of the other party.

(b)  NOTICES. All notices and demands hereunder shall be in writing and will be
     deemed given upon the earlier of actual receipt or two (2) days after being
     sent by overnight Federal Express or Express Mail, return receipt
     requested, to the appropriate address set forth above, as such contracts
     and addresses may be changed by written notice to the other party.

(c)  GOVERNING LAW. This Agreement shall be governed by and construed in
     accordance with the substantive laws of the State of California. Each party
     hereto expressly consents to the personal jurisdiction of the state and
     federal courts located in Santa Clara County, California, and expressly
     waives any defense to any action based on inconvenient forum, choice of
     venue, lack of personal jurisdiction, sufficiency of service of process or
     the like.

(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 place
     any construction upon or on any of the provisions of this Agreements.

(g)  ALL AMENDMENTS IN WRITING. No provisions in either party's purchase orders,
     or in any other business forms employed by either party will supersede the
     terms and conditions of this Agreement, and no supplement, modification, or
     amendment of this Agreement shall


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     be binding, unless executed in writing by a duly authorized representative
     of each party to this Agreement.

(h)  ENTIRE AGREEMENT. The parties have read this Agreement and agree to be
     bound by its terms, and further agree that it, the Co-Hosting Agreement and
     the Reseller Agreement, 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.


SOFTWARE.NET CORPORATION              NETWORKS ASSOCIATES, INC.
(a.k.a. Beyond.com)                   doing business as Network Associates, Inc.


By: /s/ JAMES R. LUSSIER              By: [SIG]
    --------------------------------      --------------------------------------
Name:  James R. Lussier              Name:  [ILLEGIBLE]
Title: Vice President, Business       Title: CFO
       Operations
Date:  September 21, 1998             Date:  21 SEP 1998











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                                   EXHIBIT "A"


REVENUE SHARING

(a)  [*]

(b)  [*]

(c)  TAXES. Reseller will collect and remit to the appropriate authorities all
     federal, state and local taxes designated, levied, or based upon the sale
     of Products by Reseller as required by applicable law.

(d)  PAYMENT AND REPORTS. [*]

(e)  VENDOR CLIENT INFORMATION. Reseller will provide to Vendor within ten (10)
     days after the end of each month, a report for the immediately prior month
     showing (i) the name and address of each Vendor Client that purchased the
     Product from Reseller, and (ii) the name and quantity of the Product
     purchased by the Vendor Client through the Managed Site.

(f)  BOOK AND RECORDS. Reseller agrees to maintain adequate books and records
     relating to the distribution of Products to Vendor Client. 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 Reseller has otherwise complied with the terms of
     this Agreement. Vendor shall have the right to conduct such an audit upon
     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
     Reseller shall pay the costs of such audit.


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(g)  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 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 upon due notice
     given.

EXCLUDED PRODUCTS

Any NAI products which are not included in the definition of Software, none of
which which will be required to flow through the Managed Site.

MISCELLANEOUS

(a)  Reseller will provide Vendor with daily reporting on sales numbers.

(b)  [*]

(c)  Reseller and Vendor will develop programs and offers targeted to these
     customers as they flow through the site.


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                                   EXHIBIT "B"


                                    DELETED.











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                                   EXHIBIT "C"


                               INITIAL RISK LEVEL


     PICK ONE AND DELETE THE OTHER.



     If initialed level guidelines are not attached to this Agreement, then such
level shall be agreed to by the parties; provided, that failing agreement, the
Initial Risk Level shall be that specified by Network Associates, Inc.

     OR

     The initial risk level shall be a score of 46, as such risk level is
defined by Cybersource Corporation in connection with its IVS fraud service as
in existence on the date hereof.