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                                                                   EXHIBIT 10.38


                            NETWORKS ASSOCIATES, INC.

                  GEORGE SAMENUK EMPLOYMENT AGREEMENT AMENDMENT

         This Amendment to the Amended and Restated Employment Agreement (the
"Agreement") dated October 9, 2001 between Networks Associates, Inc. (the
"Company"), and George Samenuk ("Executive") is entered into and effective as of
January 20, 2004.

         1. Amendment of Section 7(g)(ii). Section 7(g)(ii) of the Agreement is
hereby amended and restated to read in its entirety as set forth below:

                  "(ii) Upon Termination Other Than for Cause or Resignation for
         Good Reason Prior to Change of Control. If, prior to a Change of
         Control, Executive resigns his employment with the Company for Good
         Reason or Executive's employment is terminated by the Company other
         than for (x) Cause, (y) Executive's death, or (z) Executive's Total
         Disability, then, subject to Executive executing and not revoking, the
         Mutual Release of Claims attached hereto as Exhibit A with the Company
         and not materially breaching the provisions of Section 17 hereof, (1)
         Executive's Stock Options and Executive's Restricted Stock, as well as
         any other stock options or restricted stock that he is granted by the
         Company, shall vest immediately and if applicable, the Company's right
         to repurchase all of the same such shares immediately shall lapse and
         (2) Executive shall receive 24 monthly payments, each equal to 1/24 of
         the sum of twice Executive's Base Salary plus twice his Target Bonus,
         less applicable withholding, and otherwise in accordance with the
         Company's standard payroll practices, (3) the Company shall pay the
         group health, dental and vision plans continuation coverage premiums
         for Executive and his covered dependents under Title X of the
         Consolidated Budget Reconciliation Act of 1985, as amended ("COBRA")
         through the lesser of (x) eighteen (18) months from the date of
         Executive's termination of employment, or (y) the date upon which
         Executive and his covered dependents are covered by similar plans of
         Executive's new employer; (4) the Company shall pay Executive a lump
         sum payment of any remaining portion of the full Sign-On-Bonus that had
         not already been paid to Executive, and (5) the Company shall provide
         Executive with all other Company welfare plan and fringe benefits and
         continued life insurance and long-term disability coverage (including
         the Prior Life and LTD coverage), in which Executive participated prior
         to his termination through the lesser of (x) eighteen (18) months from
         the date of Executive's termination of employment, or (y) the date upon
         which Executive and his covered dependents are covered by similar plans
         of Executive's new employer, and if Executive is ineligible to continue
         participating in one or more of such benefit plans or programs of the
         Company, the Company shall provide Executive with such benefits on an
         equivalent basis, including a full Tax Gross-Up to Executive (which,
         after deduction of all applicable taxes will leave a net amount equal
         to the tax payments due) to the extent such benefits constitute taxable
         income to the Executive but were provided to Executive on a non-taxable
         basis while Executive was employed by the Company."

         2. Addition of Section 7(h). A new section 7(h) is hereby added to read
in its entirety as set forth below:

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         "(h) Parachute Payments. The Company shall indemnify Executive, on an
         after tax basis, for any taxes imposed on Executive pursuant to Section
         4999 of the Internal Revenue Code of 1986, as amended, that result from
         any compensation or payments made by the Company to Executive pursuant
         to this Agreement."

         3. No further Amendment. Other than as set forth in this Amendment, the
Agreement shall remain unchanged and shall continue in full force and effect.

         IN WITNESS WHEREOF, the undersigned have executed this Amendment, in
the case of the Company by its duly authorized officer, as of the day and year
first written above:


NETWORKS ASSOCIATES, INC.


By: /s/ Kent H. Roberts
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                         [STAMP]

EXECUTIVE

/s/ George Samenuk
--------------------------------
George Samenuk